New30 days FREE with code GENIAL00

Claim it →
Genial — Generative IA Lab
Try free

Terms and conditions of sale and use

Last updated September 16, 2026

AI consulting services & Genial Platform, including the Data Processing Agreement (DPA). CIBLER SAS, operating the trade names "WeAreGenial and GENIAL". This English version is a translation provided for information; only the French version is binding.

Contents

Preamble

These General Terms and Conditions of Sale and Use (the "Terms" or "CGV-CGU") are entered into between:

CIBLER SAS, a French simplified joint-stock company (société par actions simplifiée) operating the trade name "GENIAL", with its registered office at 43 rue de la Source, 33700 Mérignac, France, registered with the Bordeaux Trade and Companies Register under number 831 746 904, NAF code 62.01Z, represented by Erwan Simon, its President (the "Provider" or "GENIAL"),

and any legal entity that subscribes to the Services and/or accesses the Provider's Platform (the "Client").

The Provider is a company specialized in consulting on, designing and deploying generative artificial intelligence solutions, and in publishing the "Genial Factory" software platform used to create, use and manage AI agents.

These Terms set out how the Provider delivers its consulting services to the Client (terms of sale, CGV) and gives the Client access to the Platform (terms of use, CGU). They apply to every order, signed quote or subscription, and form their common contractual basis.

Any order, signature of a quote or use of the Platform constitutes full and complete acceptance of these Terms. The Client's general terms of purchase do not apply unless the Provider expressly agrees to them in writing beforehand. Where a framework agreement or a specific services agreement has been signed between the Parties, its provisions prevail over these Terms in case of conflict.

Article 1 — Definitions

In these Terms, capitalized terms have the following meaning, whether used in the singular or the plural:

  • Terms: this document (CGV, CGU and DPA), together with its appendices and accepted quotes.
  • Client: the legal entity that subscribes to the Services and/or accesses the Platform.
  • Services: all the services provided by the Provider, including in particular needs assessment, drafting specifications and roadmaps, developing AI agents, configuration, integration with the Client's data and systems, training, support, and providing access to the Platform.
  • Platform: the software solution developed and published by the Provider under the name "Genial Factory" (factory.wearegenial.com), used to create, use and manage AI agents.
  • Deliverables: the work produced through the Services (documents, reports, analyses, software developments, agent configurations, visual designs, etc.) on behalf of the Client.
  • AI Agent: any artificial intelligence agent designed, configured or deployed using the Platform as part of the Services.
  • User: any individual authorized by the Client to access the Platform with login credentials.
  • Quote: the commercial document describing the scope, Services, subscriptions and related prices, which constitutes an order once accepted.
  • Client Data: all data, documents and content provided by the Client or generated by the Client through the Platform.

Part I — General terms of sale

This Part I governs the consulting, design, development and support services provided by the Provider.

Article 2 — Purpose and scope

These terms of sale set out the conditions under which the Provider delivers its Services to the Client. They apply to every Quote accepted by the Client. Signing or accepting a Quote in writing constitutes unreserved acceptance of these terms.

Article 3 — Performance of the Services

The Provider undertakes to perform the Services within the deadlines and according to the terms set out in the Quote. It remains free to organize the performance of the Services according to its own practices and working methods, and determines, under its sole responsibility, the technical and human resources required.

3.1 Staff

The Services are performed by the Provider's staff, who may under no circumstances be legally considered employees of the Client, whatever the duration and nature of their work. The Provider is solely responsible for the administrative, accounting and social management and the supervision of its staff, whose competence it guarantees.

The Provider undertakes to ensure the continuity of the Services if a team member is absent or unavailable, by informing the Client and replacing that person as soon as possible with someone of equivalent skills.

3.2 Advice, information and warnings

As a professional, the Provider gives the Client the advice, information and warnings it needs throughout the Services. The Provider must check the consistency and feasibility of the Client's requests, ask for any useful clarification, and notify the Client as soon as possible of any event likely to delay the Services.

3.3 Active cooperation of the Client

The Client undertakes to cooperate actively with the Provider. In particular, the Client undertakes to:

  • provide, within timeframes compatible with the smooth running of the Services, all the information, documents, data, access and approvals required;
  • appoint a contact person with the authority and skills needed to follow the project;
  • be available for meetings, workshops and steering committees on the agreed dates;
  • provide access to the systems, software, environments or data required, under security and compatibility conditions that meet the specifications provided.

The Client undertakes to validate the Deliverables and to take part in acceptance testing within the agreed timeframes. If the Client does not respond within fifteen (15) calendar days of the delivery of a Deliverable or of a go-live, it is deemed accepted without reservation.

Article 4 — Nature of the obligations

4.1 Best-efforts obligation for AI consulting and development Services

The Provider undertakes to use all reasonable and necessary human, technical and organizational resources to perform the Services in accordance with industry practice, applicable professional standards and the agreed specifications.

It is expressly agreed that this is an obligation of means (best efforts), not an obligation of result. The Provider cannot be held liable for the lack or insufficiency of performance of one or more AI Agents developed, provided it shows that it diligently used the means appropriate to the assignment.

The Client expressly acknowledges that the artificial intelligence solutions used, in particular language models and any other generative system, work through probabilistic and statistical mechanisms that can produce variable, approximate or sometimes inaccurate results. The Client is responsible for validating functional choices and for ensuring, under its own responsibility, that the AI Agent fits its specific business needs.

4.2 Obligation of result for Platform availability (SLA)

The Provider undertakes to provide access to the Platform, used to operate, monitor, track, create and manage AI Agents, with a guaranteed availability rate (SLA) of 99%.

This rate excludes:

  • scheduled maintenance periods (with prior notice);
  • force majeure events;
  • issues caused by the Client (e.g. misconfiguration);
  • external attacks not attributable to the Provider (except in case of a security failure).

Failure to meet this commitment exposes the Provider to penalties equal to 5% of the monthly amount, excluding VAT, of the license concerned. Total penalties may not exceed 10% of the total amount of Services invoiced over a twelve (12) month period. Not applying penalties does not amount to tacit acceptance of a change in the performance commitments.

Article 5 — Term

Recurring Services and access to the Platform take effect on the date the Quote is accepted, for a term of one (1) year. The contract then renews automatically for successive twelve (12) month periods. A Party that decides not to renew notifies the other by registered letter with acknowledgment of receipt three (3) months before the end of the current period.

Article 6 — Prices and payment terms

The prices of the Services are set out in the Quote. Unless otherwise stated, they exclude taxes; VAT at the rate in force on the invoice date is added. The price includes all costs and expenses incurred by the Provider, except any travel, meal and accommodation expenses, which are invoiced at cost, with receipts, when the Client requests travel.

Invoices are issued electronically and sent by email to the address given by the Client. Unless otherwise agreed, they are payable thirty (30) days end of month, subject to acceptance of the Services.

Any late payment automatically incurs, without prior formal notice, late payment penalties at a rate equal to three times the legal interest rate in force, plus a fixed recovery fee of forty (40) euros, in accordance with Article D441-5 of the French Commercial Code. VAT does not apply to late payment penalties.

6.1 Price revision

The Provider reserves the right to revise its prices once a year, in particular to reflect changes in costs linked to technological developments. Any increase is notified to the Client at least sixty (60) days before it applies.

6.2 Out-of-scope requests

Any request for services not initially planned (out-of-scope) is subject to an additional quote and is invoiced on top, at the rates in force. In case of a major change in regulatory or technological requirements, the Provider may offer additional training or an adaptation of the services, invoiced on top after the Client's agreement.

Article 7 — Intellectual property

7.1 Ownership of the Platform and of the Provider's Tools

The intellectual property rights in the Platform, including the source code, libraries, frameworks and components of the Provider's standard software (the "Provider's Tools"), remain the exclusive property of the Provider. Any provision of these Tools is strictly limited to the use required to operate the Deliverables. The Client undertakes not to reproduce, adapt, translate, distribute or exploit all or part of these elements without the Provider's prior written consent.

7.2 Warranty of title

The Provider warrants that it holds the rights required to grant the licenses and authorizations provided for, and that it has obtained the necessary assignments and authorizations from its employees, subcontractors or contributors. It warrants that the Deliverables, the Platform and the Provider's Tools do not infringe third-party rights, and undertakes to indemnify the Client against any claim based on an alleged infringement of a third party's intellectual property rights, within the limits of the rights granted.

7.3 No full assignment

No full assignment of intellectual property rights takes place, unless expressly stated otherwise. Any assignment, where provided for, is set out in an amendment detailing the rights transferred and the related financial terms.

Article 8 — Liability

The Provider undertakes to perform the Services in accordance with the agreed specifications. The Client undertakes to use the services, software and AI Agents delivered in accordance with their intended purpose, applicable laws and regulations, and the terms of use set out herein.

The Provider's liability, for all causes combined, is limited to direct and foreseeable damage suffered by the Client, excluding indirect and unforeseeable damage such as loss of opportunity, operating loss or loss of profit. It is in any event capped at the annual amount paid by the Client for the Services concerned. These provisions set out an allocation of risks between the Parties, which the agreed price reflects.

Article 9 — Confidentiality

The Parties undertake to keep strictly confidential, for five (5) years from their disclosure, all documents, information or data of any kind (technical, operational, commercial, financial, legal or other) shared in connection with these Terms (the "Confidential Information"). Each Party undertakes not to disclose it to any third party without the other Party's express, written and prior consent, and not to use it for any purpose other than performing these Terms. When the contractual relationship ends, each Party undertakes to return or destroy any media containing Confidential Information.

Article 10 — Non-solicitation of staff

For the duration of the contractual relationship and for twelve (12) months after it ends, the Client undertakes not to solicit, recruit or hire, directly or indirectly, the Provider's employees or freelancers without prior written consent.

Article 11 — Subcontracting

The Provider may use external providers to perform part of its obligations. In that case, it guarantees all the work performed and remains liable to the Client for all the obligations and commitments set out herein. It undertakes to make its subcontractors comply with all the commitments made, including the security requirements.

Article 12 — Commercial references

The Client authorizes the Provider to list it among its client references, in particular on its website. The Provider may also use the Client's name, together with testimonials or case studies about the Services provided, for commercial communication purposes, subject to the Client's prior consent. This authorization is valid for the duration of the contractual relationship.

Article 13 — Termination

After the first year, the Client may terminate early with two (2) months' notice, by simple notification email. If one Party seriously breaches any of its obligations, the other Party may, by registered letter with acknowledgment of receipt, give it formal notice to comply within thirty (30) days. If the breach is not remedied when this period expires, the other Party may terminate automatically, without legal formalities and without prejudice to damages.

Article 14 — Force majeure

Neither Party can be held liable in case of force majeure within the meaning of Article 1218 of the French Civil Code. The Party invoking force majeure informs the other as soon as possible. If the impediment is temporary, performance of the obligations is suspended; if the suspension exceeds fifteen (15) days, either Party may terminate without compensation. If the impediment is permanent, the contract is terminated automatically.

Part II — General terms of use of the Platform

This Part II governs access to and use of the Genial Factory Platform by the Client and its Users.

Article 15 — Access to the Platform

Access to the Platform is reserved for Clients with a valid subscription. The Provider gives the Client credentials to create User accounts. The Client is responsible for designating its Users and for granting and revoking their access rights.

Article 16 — Accounts and credentials

Credentials are strictly personal and confidential. The Client undertakes to keep them safe and to inform the Provider without delay of any loss, theft or unauthorized use. The Client is responsible for all activity carried out through its Users' accounts.

Article 17 — Terms and rules of use

The Client and its Users undertake to use the Platform in accordance with its intended purpose, these Terms and applicable laws and regulations. The following are prohibited in particular:

  • any attempt at unauthorized access, at circumventing security measures or at undermining the integrity of the Platform;
  • any reproduction, decompilation, reverse engineering or extraction of all or part of the Platform or its components;
  • any use aimed at creating a competing service;
  • uploading unlawful, defamatory or infringing content, or content that violates third-party rights;
  • any use of AI Agents contrary to applicable regulations, in particular on data protection and artificial intelligence (Regulation (EU) 2024/1689, the "AI Act").

Article 18 — Client's responsibility for uses of AI

The Client acknowledges that AI Agents rely on probabilistic models that can produce variable or inaccurate results. The Client remains solely responsible for how it uses the generated results, for the decisions made on their basis and for checking their accuracy before any use. The Client undertakes to inform its own end users, where regulations require it, that they are interacting with an artificial intelligence system.

Article 19 — Availability and maintenance

The Provider commits to the availability rate defined in Article 4.2. It may carry out scheduled maintenance, subject to reasonable notice, as well as urgent corrective maintenance. The Provider uses its best efforts to limit the impact of these operations on the Client.

Article 20 — Changes to the Platform

The Provider may change the Platform, its features and the underlying AI models to improve its quality or to comply with regulatory and technological developments. These changes may not substantially reduce the essential features subscribed to by the Client without prior notice.

Article 21 — Ownership of Client Data and reversibility

Client Data remains the exclusive property of the Client. The Provider holds only the rights over this data that are strictly necessary to provide the Services. When the contractual relationship ends, the Provider makes a copy of the Client Data available to the Client, upon request made within thirty (30) days, in a structured and commonly used format, then deletes it under the conditions set out in the DPA.

Part III — Security and data protection (DPA)

Article 22 — Security

22.1 Points of contact

The Provider appoints a contact for security matters and a management or sales contact to handle escalations. These contacts are shared at kick-off, and any change is notified to the Client as soon as possible.

22.2 Requirements and awareness

The Provider is bound by an obligation of result for the protection of Client Data with regard to security requirements. It trains the people assigned to the Services in the applicable security best practices.

22.3 Security incidents

In the event of a security incident that may affect the Client (loss, alteration, leak of or unauthorized access to data, source code or information), the Provider informs the Client within a maximum of twenty-four (24) hours of becoming aware of it, carries out remediation actions and, once done, provides a report on the root cause and the measures taken.

22.4 Vulnerabilities

The Provider runs a vulnerability and security alert management system, including for third-party components, and informs the Client of vulnerabilities likely to affect the Services and of the planned corrective actions.

Article 23 — Personal Data Processing Agreement (DPA)

This article constitutes the processing agreement between the Parties within the meaning of Article 28 of Regulation (EU) 2016/679 ("GDPR"), where performing the Services leads the Provider to process personal data on behalf of the Client.

23.1 Roles of the Parties

The Client acts as data controller. The Provider acts as processor and processes personal data only on the Client's documented instructions, including for any transfers.

23.2 Subject matter, duration, nature and purpose of the processing

The subject matter of the processing is the provision of the Services and of the Platform. Its nature covers hosting, configuration, processing by AI Agents and support. Its purpose is limited to performing the Services. Its duration is that of the contractual relationship, plus the reversibility and deletion periods.

23.3 Categories of data and data subjects

The categories of data and data subjects are determined by the Client based on the content it uploads and the use cases it configures. The Client undertakes not to entrust the Provider with sensitive data within the meaning of Article 9 of the GDPR without specific prior safeguards, and warrants that it has an appropriate legal basis for the processing it carries out.

23.4 Obligations of the Provider (processor)

The Provider undertakes to:

  • process the data only on the Client's documented instructions;
  • guarantee the confidentiality of the data and ensure that the people authorized to process it have committed to confidentiality;
  • implement appropriate technical and organizational measures to ensure a level of security suited to the risk;
  • help the Client respond to requests from data subjects exercising their rights;
  • help the Client meet its obligations regarding security, breach notification and impact assessments;
  • notify the Client of any personal data breach as soon as possible, and no later than forty-eight (48) hours after becoming aware of it;
  • at the Client's choice, delete or return the data at the end of the Services and destroy existing copies, unless the law requires them to be kept;
  • make available to the Client the information needed to demonstrate compliance with its obligations and to allow audits.

23.5 Sub-processing

The Client authorizes the Provider to use sub-processors (in particular hosting providers and AI model providers) to perform the Services. The Provider informs the Client of any intended change concerning the addition or replacement of a sub-processor, allowing the Client to object. The Provider imposes on its sub-processors data protection obligations equivalent to those of this article and remains liable for their performance.

23.6 Transfers outside the European Union

Any transfer of personal data outside the European Union is covered by a transfer mechanism compliant with Chapter V of the GDPR, in particular the European Commission's standard contractual clauses. Where possible, the Provider favors hosting and processing data within the European Union.

23.7 Security measures

The Provider implements appropriate technical and organizational measures, including in particular encryption of data in transit and at rest, access control, logging, regular backups, and incident and vulnerability management procedures.

Article 24 — Regulations

The Provider acknowledges that it carries out its activities independently, in accordance with applicable laws and regulations, and declares that it is up to date with its tax and social security obligations. The Parties undertake to comply with applicable regulations, in particular the GDPR and Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence.

Part IV — Common provisions

Article 25 — Assignment

These Terms, and the rights and obligations they provide for, may be assigned or transferred by either Party, subject to the other Party's written consent, which is deemed given where the assignment is not made to a competitor and causes no proven and significant harm. The assigning Party is then released from its obligations.

Article 26 — Contractual documents and entire agreement

The contractual relationship is governed, in decreasing order of priority, by: any specific services agreement or framework agreement signed between the Parties; the accepted Quotes; these Terms and their appendices. In case of conflict, the higher-ranking document prevails. These Terms and the documents they refer to constitute the entire agreement between the Parties and supersede any prior agreement on the same subject.

Article 27 — Miscellaneous

A Party's failure to enforce an obligation shall not be construed as a waiver of it. If any provision is held void, the others remain in force, and the Parties agree to adopt a provision with equivalent effect. Any notice is sent by registered letter with acknowledgment of receipt and is deemed given twenty-four (24) hours after dispatch.

Article 28 — Governing law and jurisdiction

These Terms are governed by French law, both as to form and substance. Failing amicable settlement, any dispute arising from the conclusion, performance or termination of these Terms is subject to the exclusive jurisdiction of the Commercial Court of Bordeaux (Tribunal de commerce de Bordeaux), notwithstanding multiple defendants or third-party claims, including for urgent, protective, summary or ex parte proceedings.

Made for acceptance, where applicable in electronic form and signed with an electronic signature process in accordance with Article 1367 of the French Civil Code.

Need help?