1. Definitions

In these Conditions, the following terms shall have the meanings ascribed to them below:

• Company: Geniux, a private limited company incorporated under the laws of France and United Kingdom, specializing in software engineering, digital transformation consulting, DevOps automation, cybersecurity, artificial intelligence (AI), machine learning (ML), and SaaS-based solutions.

• Customer: Any legal or natural person, business entity, institution, or public organization entering into a contractual relationship with the Company for the provision of Services.

• Services: All services and deliverables provided by the Company, including but not limited to: (i) software development; (ii) SaaS platform access and usage; (iii) cloud computing and hosting; (iv) IT security consulting; (v) training and support; (vi) agile or DevOps project management; and (vii) data processing and analysis.

• Agreement: Any contractual arrangement entered into by the Company and the Customer which incorporates these General Conditions, including annexes, project scopes, purchase orders, statements of work (SOWs), and other documentation.

• Party / Parties: Individually the Company or the Customer; collectively both.

2. Scope of Application

2.1 These Conditions shall apply to all commercial relations between the Company and the Customer, including but not limited to all offers, proposals, purchase orders, service agreements, and project engagements.

2.2 In the event of a contradiction between these Conditions and specific terms of an Agreement, the provisions of the Agreement shall prevail.

2.3 These Conditions are deemed accepted by the Customer upon the signature of an Agreement or commencement of Services.

3. Service Provision

3.1 The Company undertakes to provide Services in a professional, timely, and diligent manner, in accordance with applicable laws, regulations, industry standards (ISO/IEC, ITIL, OWASP), and the specific Agreement.

3.2 Deliverables and timelines will be defined in the Agreement or project annexes. The Company does not guarantee results unless expressly stated.

3.3 The Customer shall ensure the timely provision of access, information, resources, and validation required for the performance of Services.

3.4 In the case of Agile or iterative development, specifications may evolve through sprints and joint validation.

3.5 The Company reserves the right to subcontract certain services to qualified partners while remaining fully responsible for service quality.

4. Fees and Payment

4.1 Pricing may be based on daily rates, project budgets, recurring subscriptions, or custom quotes, as defined in the Agreement.

4.2 Prices are exclusive of taxes unless otherwise stated.

4.3 Invoices are payable within 30 days of issuance, unless otherwise stated. Late payment shall incur a penalty of 1.5% per month or the maximum rate permitted by law.

4.4 The Company reserves the right to suspend or terminate Services in the event of payment default exceeding 15 days.

4.5 All bank fees and currency conversion costs shall be borne by the Customer.

5. Confidentiality

5.1 Each Party shall treat as confidential all information marked as such or that should reasonably be understood as confidential, including but not limited to business models, pricing, client data, source code, APIs, algorithms, and internal processes.

5.2 This obligation shall remain in effect for five (5) years following the end of the Agreement.

5.3 Confidential information may only be disclosed to employees or subcontractors with a strict need-to-know, under equivalent confidentiality obligations.

5.4 Disclosure required by law or court order shall not constitute a breach provided prior notice is given, where legally permitted.

6. Data Protection

6.1 Both Parties shall comply with applicable data protection regulations, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”).

6.2 The Company shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, alteration, loss, or disclosure.

6.3 When processing personal data on behalf of the Customer, the Company acts as a processor and shall execute a separate data processing agreement (DPA).

6.4 The Customer remains the controller and is responsible for the lawfulness of personal data shared with the Company.

7. Liability

7.1 The Company shall be liable only for direct damages caused by its proven fault, up to an amount not exceeding the fees paid by the Customer in the previous twelve (12) months under the Agreement.

7.2 The Company shall not be liable for indirect, special, or consequential damages, including loss of profit, business interruption, or reputational harm.

7.3 The Customer shall indemnify and hold harmless the Company against claims by third parties arising from misuse of the Services, breach of intellectual property, or unlawful data processing.

8. Term and Termination

8.1 The Agreement enters into force on the effective date defined therein and remains in effect until completed or terminated in accordance with its terms.

8.2 Either Party may terminate the Agreement by written notice if the other Party commits a material breach and fails to remedy it within thirty (30) days.

8.3 The Company may suspend Services immediately in the event of suspected fraud, security breach, or legal non-compliance.

8.4 Upon termination, all outstanding amounts become immediately due and payable. The Company may retain Customer data for thirty (30) days for transfer, after which it will be deleted unless legally required to retain it.

9. Force Majeure

9.1 Neither Party shall be liable for delay or failure in performance due to causes beyond its reasonable control, including but not limited to natural disasters, power outages, cyberattacks, strikes, epidemics, embargoes, or government actions.

9.2 The affected Party shall notify the other as soon as possible and make all reasonable efforts to mitigate the impact.

10. Governing Law and Jurisdiction

10.1 These Conditions and any Agreement shall be governed by and construed in accordance with the laws of France and United Kingdom.

10.2 Any disputes not resolved amicably shall be submitted to the exclusive jurisdiction of the Commercial Courts of Paris and London.

11. SaaS Services and Subscriptions

11.1 SaaS services are provided via a secure online platform, accessible 24/7 (except scheduled maintenance) with role-based access control and multi-factor authentication (MFA).

11.2 Subscriptions are monthly or annual and auto-renewed by default. Cancellation requires written notice at least seven (7) days prior to the renewal date.

11.3 In case of non-payment, the Company may suspend access within five (5) days of notice. No pro-rated refund shall be provided for early termination.

11.4 The Company may update the SaaS platform from time to time, ensuring backward compatibility and user notification for major changes.

12. Intellectual Property

12.1 The Company retains ownership of all intellectual property, methodologies, tools, templates, and software developed prior to or independently of the Agreement.

12.2 Unless otherwise agreed, the Customer is granted a non-exclusive, non-transferable license to use deliverables solely for its internal business purposes.

12.3 Any software developed specifically for the Customer may be subject to separate licensing or assignment agreements.

13. Audit and Compliance

13.1 The Company reserves the right to audit usage of its SaaS Services to ensure compliance with licensing terms.

13.2 Any identified non-compliance must be remedied within thirty (30) days or may result in access limitation or legal action.

14. Miscellaneous

14.1 These Conditions constitute the entire agreement between the Parties unless supplemented by an Agreement.

14.2 No waiver of any breach shall constitute a waiver of any subsequent breach.

14.3 If any provision of these Conditions is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4 The Customer authorizes the Company to reference its name and logo as a client for marketing purposes unless otherwise specified in writing.