Terms and Conditions of Sale (T&Cs)

This is an English translation provided for information only. The French-language version — governed by French law — is the sole legally binding text. In the event of any discrepancy, the French version prevails.

Date last updated: 12 May 2026

Provisional document undergoing legal review.These T&Cs reflect the Vertaya « Audit · Pilot · Production » commercial model. A review by a solicitor specialising in digital law and commercial contracts is recommended before signing with a client of more than €50k.

ARTICLE 1 -- PARTIES

These Terms and Conditions of Sale (hereinafter the "T&Cs") govern the contractual relationship between:

Sylvain Chastang — sole trader (micro-enterprise scheme), trading under the business name Vertaya
SIREN: 518 676 663 — SIRET: 518 676 663 00033
APE code: 62.01Z (Computer programming)
Date of registration: 7 May 2026 (National Business Register)
Registered office: 6 Impasse des Magnolias, 26250 Livron-sur-Drome, France
VAT not applicable, article 293 B of the French General Tax Code
Telephone: 07 44 97 56 71
Email: contact@vertaya.com
(Hereinafter the "Provider" or "Vertaya")

On the one hand, and

Any business or micro/small/medium-sized enterprise acting for professional purposes, established in mainland France (hereinafter the "Client") wishing to benefit from the services offered by the Provider.

On the other hand.

ARTICLE 1.bis -- TERRITORIAL SCOPE

Vertaya services are currently marketed exclusively in mainland France. Any order outside this territory cannot be processed. A conversion to an SAS (simplified joint-stock company) is planned before any international expansion.

ARTICLE 2 -- PURPOSE

The purpose of these T&Cs is to define the terms and conditions under which the Provider markets its vertical AI services (hereinafter the "Service") to Clients. The Service consists of the design, development, deployment and maintenance of bespoke business-specific AI, integrated at the heart of the Client's operational activity.

The Vertaya commercial model is based on a three-stage journey: (i) a paid scoping Audit, (ii) an operational Pilot delivered at the Provider's risk, (iii) a Go-live paid only upon validation of the Acceptance Criteria by the Client.

ARTICLE 3 -- DEFINITIONS

  • Client: Any legal entity acting for professional purposes that contracts with the Provider for the purchase of the Service.
  • Provider: The company Vertaya, hereinafter also referred to as "Vertaya".
  • Service: All the services provided by the Provider, comprising the scoping Audit, the operational Pilot, the Go-live and the Run.
  • Scoping Audit: Phase 1, paid, delivering an audit report, a deployment roadmap, a target architecture and the Pilot's Acceptance Criteria.
  • Operational Pilot ("Pilot"): Phase 2, delivered by the Provider at the Provider's risk (with no payment from the client), comprising the development and provision of a functional product usable in real-world conditions, on a limited scope defined during the Audit, for a usage period of one (1) month.
  • Go-live ("Production"): Phase 3, paid, triggered solely upon validation of the Acceptance Criteria. The Provider extends the solution to all the users and modules set out in the Production quotation.
  • Run: The maintenance, support and evolution phase following the Go-live, invoiced monthly.
  • Acceptance Criteria: The list of measurable criteria signed by the Parties at the end of the scoping Audit, within the Production quotation, which will determine the validation or non-validation of the Pilot at its conclusion.
  • Executive Sponsor: A person named by the Client (typically CEO, CIO, CFO or COO), whose signed favourable opinion is one of the Pilot's Acceptance Criteria.
  • Validation report: A report signed by the Parties at the end of the Pilot, attesting to the validation or non-validation of the Acceptance Criteria and triggering (where validated) the Go-live.

ARTICLE 4 -- ACCEPTANCE OF THE T&Cs

By signing a quotation or placing an order for the scoping Audit, the Pilot or the Go-live, the Client fully and unreservedly accepts these T&Cs. The Client acknowledges having read these T&Cs at the time of the order. Any order constitutes unreserved acceptance.

ARTICLE 5 -- DETAILED DESCRIPTION OF THE JOURNEY

5.1. Scoping Audit (paid phase)

Duration: 1 to 2 weeks. Deliverable within 1 week of interviews. The Provider carries out:

  • Interviews with the director and key teams (CEO, CIO, CFO, business teams).
  • Mapping of operational processes and inventory of the SaaS / tools in place.
  • Identification of priority AI use cases, ranked by ROI.
  • Recommended target vertical AI architecture.
  • Drafting of the Pilot's Acceptance Criteria, signed by the Parties in the Production quotation.
  • Preparation of a conditional, costed Production quotation.

The Audit report constitutes a standalone deliverable, the property of the Client after full payment. The Client may end the journey after the Audit with no obligation to continue.

5.2. Operational Pilot (phase at the Provider's risk)

Duration: 3 weeks of development + 1 month of use by the Client's pilot teams. The Provider supplies:

  • The development of 3 to 5 priority modules identified during the Audit.
  • The conversational interface (voice and text) accessible to the designated users.
  • The integration with the Client's existing data required for the Pilot.
  • The onboarding of the pilot team (1 to 2 hours per user).
  • Daily support during the usage period.
  • The organisation of a meeting to assess the Acceptance Criteria at the end of the month of use.

No sum is invoiced to the Client in respect of the Pilot. The Provider bears the full cost of it. The source code, configurations and technical data generated during the Pilot remain the exclusive property of the Provider for as long as the Go-live has not been triggered and paid for.

5.3. Go-live (paid, conditional phase)

The Go-live is triggered only upon the following dual condition:

  • Signature by the Parties of a validation report attesting that the Acceptance Criteria signed during the Audit are met.
  • Signed favourable opinion of the designated Executive Sponsor.

If either condition is not met at the end of the Pilot, the Go-live is not triggered and no payment is due from the Client in this respect. The Client retains its Audit report and has no remaining contractual obligation.

If the conditions are met, the Provider proceeds with the Go-live in accordance with the quotation signed during the Audit (scope extension, additional modules, IS integrations, compliance, training, support).

5.4. Run (post-production phase)

Following the Go-live, the Provider supplies a monthly Run Service comprising maintenance, corrective and adaptive evolutions, technical support and hosting. The terms and price are detailed in the Production quotation.

ARTICLE 6 -- PRICE AND PAYMENT TERMS

Prices are stated in euros, excluding tax (excl. VAT). They are detailed in each quotation issued by the Provider and accepted by the Client.

6.1. Scoping Audit

Indicative price: 1,500 to 2,500 euros excl. VAT depending on scope. Full payment on ordering, by bank transfer. The performance of the Audit is conditional on receipt of payment.

6.2. Operational Pilot

Price: 0 euros excl. VAT. No payment is required from the Client in respect of the Pilot.

6.3. Go-live

Price on quotation, indicated during the scoping Audit. For SME Clients (5 to 50 people): typical price 15,000 to 35,000 euros excl. VAT. For mid-cap Clients (50+ people or multi-site): typical price from 80,000 euros excl. VAT.

Payment terms: 30% on signature of the validation report, 40% at the midpoint of the Production deployment, 30% on delivery of the complete Production. For mid-cap Clients, a payment schedule over 4 to 6 milestones may be agreed.

6.4. Monthly Run

Typical price: 1,500 to 3,500 euros excl. VAT per month depending on scope. Monthly invoicing, collection by bank transfer or SEPA direct debit. Annual commitment renewable by tacit renewal, terminable with three (3) months' notice.

6.5. Late payment

Any late payment will result in the application of late-payment penalties at the statutory interest rate increased by five (5) points, together with a fixed recovery-costs indemnity of forty (40) euros, in accordance with article L. 441-10 of the French Commercial Code.

ARTICLE 7 -- CLIENT'S OBLIGATIONS

The Client undertakes to:

  • Provide the Provider with all the information, data and access necessary for the proper performance of the Audit, the Pilot and, where applicable, the Production.
  • Designate a single available point of contact and a clearly identified Executive Sponsor from the Audit onwards.
  • Make available a pilot team (3 to 5 business staff) during the month of use of the Pilot.
  • Cooperate actively and in good faith (participation in workshops, validation of the stages, provision of access to the relevant systems in compliance with confidentiality and security rules).
  • Take part in the meeting to assess the Acceptance Criteria and sign the validation report (favourable or unfavourable) at the end of the Pilot, within a maximum of thirty (30) calendar days after the end of the usage period. Failing signature within this period, the report is deemed unfavourable and the Go-live is not triggered.
  • Pay the price of the Service within the agreed deadlines and in accordance with the terms agreed at each stage.

ARTICLE 8 -- PROVIDER'S OBLIGATIONS

The Provider undertakes to:

  • Perform the Service in accordance with these T&Cs and the professional standards in force.
  • Deliver the Audit report within the period stated in the quotation.
  • Deliver the operational Pilot within a period of three (3) weeks from the signature of the Production quotation / the start of the Pilot, unless otherwise agreed deadlines are set out in the quotation.
  • Provide daily support during the usage phase of the Pilot.
  • Organise, at the end of the Pilot, a meeting to assess the Acceptance Criteria and formalise the validation report.
  • Observe strict confidentiality regarding the Client's information and data (see Article 11).
  • The Provider is subject to a best-efforts obligation. The validation of the Acceptance Criteria, on the other hand, is measurable according to the indicators defined together during the Audit (an obligation of result on the measurement, not on the achievement).

ARTICLE 9 -- PILOT VALIDATION AND TRIGGERING OF PRODUCTION

9.1. Acceptance Criteria

At the end of the scoping Audit, the Parties sign, within the Production quotation, a list of Acceptance Criteria comprising at least the following generic criteria:

  • Adoption: At least three (3) of the Client's business staff use the tool for five (5) consecutive days independently, without support intervention beyond the initial onboarding.
  • Functional coverage: At least eighty per cent (80%) of the priority use cases identified during the Audit work in real-world conditions.
  • Compliance and security: Sovereign EU hosting, GDPR compliance, no leakage of business data to third-party LLMs, basic security audit passed.
  • Projected ROI: On the basis of actual usage during the Pilot, a costed projection at least equal to three times (3x) the Production investment over 12 months, validated by the Client's CFO.
  • Sponsor opinion: Signed favourable opinion of the designated Executive Sponsor.

Three to five (3 to 5) project-specific, measurable criteria are added during the Audit depending on the Client's business and use cases.

9.2. Validation

At the end of the month of use of the Pilot, the Parties meet to assess each criterion. The validation report is signed:

  • Favourable validation: all generic criteria and at least 80% of the specific criteria are met. The Go-live is triggered in accordance with the Production quotation.
  • Unfavourable validation: at least one generic criterion is not met, or fewer than 80% of the specific criteria. The Go-live is not triggered. No sum is due in respect of phases 2 and 3.

9.3. Retention of the Pilot

In the event of unfavourable validation, the source code, configurations and technical data of the Pilot remain the exclusive property of the Provider. The Client's business data is returned or destroyed at its request within thirty (30) calendar days.

9.4. Limitation

The Pilot validation mechanism applies only once per Client. A Client may not benefit from several successive Pilots without a Production commitment where a previous Pilot was deemed unfavourable, save with the prior written agreement of the Parties.

ARTICLE 10 -- INTELLECTUAL PROPERTY

All the elements developed by the Provider (methodologies, technical building blocks, vertical AI architecture models, business prompts, reusable cross-client code, etc.) remain the exclusive property of Vertaya.

Regarding the Client-specific deliverables:

  • Audit report: property of the Client after full payment of the Audit. Reusable including outside any contract with Vertaya.
  • Pilot: remains the exclusive property of Vertaya for as long as the Go-live has not been triggered and paid for.
  • Production: after full payment of the Go-live, the Provider grants the Client a non-exclusive, non-transferable licence to use it for the internal needs of its business. Any reproduction, adaptation, distribution or commercialisation for external purposes is strictly prohibited without prior written agreement.

The Client's own data, information and systems remain in all cases its exclusive property.

ARTICLE 11 -- CONFIDENTIALITY

Each of the Parties undertakes to keep in the strictest confidence all the information of the other Party of which it becomes aware in connection with the performance of the contract, throughout the duration of the contract and for a period of five (5) years after its termination. This obligation does not apply to information that is in the public domain, that is lawfully obtained from a third party without restriction, or that is independently developed by one of the Parties.

ARTICLE 12 -- LIABILITY

The Provider's liability is limited to the direct and foreseeable damage resulting from a breach of its obligations. The Provider may under no circumstances be held liable for indirect damage, such as, without this list being exhaustive, loss of turnover, loss of profit, loss of data, commercial harm or damage to brand image.

The Provider's total liability, whatever the nature of the harm, is expressly limited to the amount excluding VAT actually paid by the Client for the Service having caused the harm.

The Provider may not be held liable for delays or impossibility of performance resulting from the Client's non-cooperation or the provision of incomplete or erroneous information.

ARTICLE 13 -- FORCE MAJEURE

The Parties may not be held liable, or considered to have breached these T&Cs, in the event of force majeure, that is to say an event beyond the control of the debtor, which could not reasonably have been foreseen at the time the contract was concluded and whose effects cannot be avoided by appropriate measures. Events usually recognised as such by the French courts are considered cases of force majeure.

ARTICLE 14 -- PERSONAL DATA

The Provider undertakes to collect and process the Client's personal data in accordance with its Privacy Policy, available on the Site: Privacy Policy. This policy details the terms for the collection, use, retention and protection of personal data, as well as the Client's rights.

ARTICLE 15 -- GOVERNING LAW AND SETTLEMENT OF DISPUTES

These T&Cs are governed by French law.

In the event of a dispute relating to the interpretation, performance or termination of these T&Cs, the Parties will endeavour to find an amicable solution. Failing an amicable agreement within 30 days of notification of the dispute by one of the Parties, the dispute will be submitted to the exclusive jurisdiction of the courts of Paris(France).

ARTICLE 16 -- MISCELLANEOUS PROVISIONS

  • Partial invalidity: If one or more provisions of these T&Cs are held to be invalid or declared as such pursuant to a law, a regulation or following a final decision of a competent court, the other provisions will retain their full force and scope.
  • Non-waiver: The fact that one of the Parties does not avail itself of a breach by the other Party of any of the obligations referred to in these T&Cs may not be interpreted for the future as a waiver of the obligation in question.
  • Entire agreement: These T&Cs, together with any specific quotations accepted by the Client, constitute the entire agreement between the Parties and supersede all prior agreements, communications and proposals.