Preamble
Moby Analytics, a simplified joint-stock company with 1,325 EUR capital, headquartered at 149 avenue du Maine, 75014 Paris, registered at the Paris Commercial Register under number 912 082 500, represented by Dimitri Kassubeck as President, offers these General Terms of Sale to clients in the financial audit and accounting review sector.
Article 1 – Definitions
- Subscription: the subscription plan subscribed by the Client.
- Purchase Order: document formalizing the Client's order.
- Documentation: all technical and functional documents relating to the Solution.
- Client Data: encompassing incoming data, outgoing data, and query models.
- Confidential Information: any non-public information exchanged between the parties.
- Intellectual Property Rights: all intellectual property rights relating to the Solution.
- Solution: the SaaS platform provided by Moby Analytics.
- Users: authorized employees or contractors of the Client.
- Request Models: pre-recorded queries for document analysis.
Article 2 – Object and Acceptance
The conditions define how Moby Analytics provides its Solution via subscription license. Clients accepting these terms acknowledge they've reviewed them and possess necessary competence to verify the Solution meets their needs. Acceptance occurs through checkbox confirmation or Purchase Order signature.
Article 3 – Versions and Modifications
Moby Analytics may modify terms with one month's written notice via email or website. Clients disagreeing with modifications may cancel without penalty. Non-response within two months constitutes acceptance of changes.
Article 4 – Access and Client Usage Rights
Moby Analytics grants clients limited, personal, non-exclusive, non-transferable rights to use the Solution for internal needs. Clients must provide internet access, maintain equipment security, and bear responsibility for User access. Client Data ownership remains with the client; the company only processes it to deliver the service.
Article 5 – Usage Conditions
Each User requires personal credentials kept confidential. Subscriptions include fixed Credits for AI-powered document processing. Credits possess no monetary value outside the Solution and cannot be refunded, converted to cash, or exchanged. Clients cannot resell, modify, reverse-engineer, or misuse the Solution. Prohibited activities include competitive evaluation, decompilation, and unauthorized access attempts.
Article 6 – Provider Obligations
Moby Analytics provides the Solution per terms and makes commercially reasonable efforts addressing accessibility or security issues. The company may suspend access for non-compliance, legal requirements, or maintenance. Suspensions don't warrant compensation.
Article 7 – Intellectual Property
Moby Analytics retains all rights to the Solution and Provider Query Models. Client Data belongs to the client; the company acquires no ownership rights over Client Data through these Conditions. The company may use Client Data solely to provide the Solution — not for development or improvement purposes. Usage Data belongs to Moby Analytics for internal analytics.
Article 8 – Warranty Exclusions
The provider makes no representations or guarantees regarding reliability, quality, suitability, availability, accuracy or completeness of the Solution, provided as-is. Output Data may be inaccurate. Clients must conduct independent verification and aren't relieved from their own due diligence.
Article 9 – Financial Terms
Subscriptions involve fixed pricing for specified durations, including defined Credits. Automatic renewal occurs unless cancelled three months before expiration. Credits expire within the Conditions duration and cannot be refunded, compensated, or carried forward except by express provider agreement. Invoices are due within 30 days; late payments incur penalties equivalent to three times the legal interest rate plus a 40 EUR administrative fee. Contestation must occur within 20 days of invoice receipt.
Article 10 – Liability
Neither party is liable for indirect damages, lost profits, business interruption, or data loss. Provider liability is limited to amounts paid by the client in the twelve months preceding the damaging event, except for willful misconduct or gross negligence.
Article 11 – Indemnification
Moby Analytics indemnifies clients against third-party IP infringement claims regarding the Solution's use, excluding scenarios involving third-party software, failure to apply updates, unauthorized use, or Output Data usage. Clients indemnify Moby Analytics for third-party claims arising from User behavior or Client Data violations.
Article 12 – Duration and Termination
Conditions commence upon acceptance and automatically renew annually unless either party provides three months' notice. Clients may terminate for convenience with one month's notice without penalty or indemnity; unused prepaid Credits aren't refunded. Material breach requires 30-day cure notice before termination. Upon expiration, client access ends immediately.
Article 13 – Confidentiality
Each party safeguards the other's Confidential Information with reasonable care, not disclosing it except for legal/regulatory compliance. Confidentiality obligations continue five years post-termination. Upon termination, parties must return or securely destroy Confidential Information within 10 business days.
Article 14 – Data Protection
As separate controllers, both parties comply with GDPR and French data protection law. Moby Analytics collects client identification data for relationship management and dispute defense based on legitimate interest. When Moby Analytics acts as subprocessor, the detailed Data Processing Agreement (Annex 2) applies. Subjects may exercise access, rectification, opposition, deletion, and portability rights by contacting contact@mobyanalytics.com; complaints may be filed with CNIL.
Article 15 – Security
Moby Analytics implements appropriate technical and organizational measures ensuring security, confidentiality, integrity, and availability of Client Data. Data is hosted in secure European Economic Area environments. The company immediately notifies clients of security breaches or failures.
Article 16 – Publicity
Unless the Purchase Order specifies otherwise, clients expressly authorize Moby Analytics to mention their name, corporate designation and logo as commercial references on its website and marketing materials for the Conditions duration.
Article 17 – Contract Transfer
Moby Analytics may transfer its rights and obligations to any third party without client consent, becoming released upon notification. Clients cannot transfer the agreement without prior written provider authorization. Moby Analytics may subcontract while remaining fully responsible. Force majeure events excuse performance if the performing party provides prompt written notice.
Article 18 – Dispute Resolution
Upon difficulties, the concerned party notifies the other by registered mail. Parties have 30 days to seek amicable resolution. If unresolved, French law governs and the Paris courts hold exclusive jurisdiction over any dispute relating to the agreement.
Annex 1 – Data Processing Agreement
The Data Controller determines processing objectives and means, recognizing that Moby Analytics' security measures present appropriate risk levels. The Subprocessor (Moby Analytics) processes data only upon documented Controller instruction, immediately notifying if instructions violate data protection law.
The Subprocessor ensures staff confidentiality, informs of new sub-processors (currently: Microsoft Azure), takes GDPR Article 32 security measures, provides audit information, assists the Controller, notifies of breaches, and upon termination either deletes or returns data per the Controller's choice.