General terms and conditions of sale

Article 1 — Purpose, scope and acceptance

These general terms and conditions of sale (the "Terms") apply to the services provided under the Walexia brand by XV DATA, a simplified joint-stock company (SAS) with a share capital of €1,000, whose registered office is at 9 rue André Bréchet, 75017 Paris, France, registered with the Paris Trade and Companies Register under number 912 851 771, EU VAT number FR12912851771, which can be contacted at contact@walexia.fr ("Walexia by XV DATA"). Walexia is a brand of XV DATA.

The Services are reserved for professionals. By placing an order, the Customer declares that it is acting for the purposes of its business. Where the Customer meets the conditions of article L. 221-3 of the French Consumer Code (contract concluded off-premises, falling outside the scope of its main activity, five employees at most), it benefits from the provisions of the French Consumer Code that this article makes applicable to it.

In accordance with article L. 441-1 of the French Commercial Code, the Terms constitute the sole basis of the commercial relationship. They are available at any time on the walexia.com website and are sent to any Customer who requests them. Any order implies their unreserved acceptance; they prevail over the Customer's general terms of purchase, unless special terms have been accepted in writing by Walexia by XV DATA.

Article 2 — Definitions

• Customer: the legal entity or professional natural person who orders the Services.
• Contact: any person who communicates with the Customer through the Platform, in particular on WhatsApp (prospect, customer, patient, candidate, etc.).
• Engaged conversation: the usage-based billing unit. A conversation is engaged as soon as a Contact communicates with the Customer on WhatsApp, whether the Contact writes first or replies to a message from the Customer. Its duration and the precise way it is counted are set out in the Offer and the Scoping Sheet, depending on the level of scoping of the project.
• Customer Data: the content and data that the Customer, its Users or its Contacts process through the Platform, including conversations, files exchanged and qualification data.
• Scoping Sheet: the document describing the Customer's project (organisation, goals, channels, integrations, volumes, support), drawn up from the configurator or the scoping discussions, and approved by the parties.
• Deliverables: the items produced specifically for the Customer as part of the Services, as described in the Offer (scenarios, message templates, videos, custom dashboards, configurations).
• Offer: the quotation, purchase order or commercial proposal accepted by the Customer, which specifies the scope, term, options and price.
• Platform: the Walexia software, published by XV DATA and accessible online (shared inbox, AI assistant, campaigns, automated journeys, dashboard, integrations).
• Services: access to the Platform and the associated services described in the Offer (setup, operation, support, options).
• User: any person authorised by the Customer to use the Platform under its responsibility.

Article 3 — Contractual documents

The contract consists of the following documents, in decreasing order of priority: the Offer, the Scoping Sheet, any special terms, these Terms and their appendix 1, the data processing agreement. In the event of a contradiction, the higher-ranking document prevails. The contract constitutes the entire agreement between the parties and supersedes any prior exchange on the same subject.

Article 4 — Orders and formation of the contract

Unless otherwise stated, the Offer is valid for thirty (30) days from its issue. The contract is formed when the Customer accepts the Offer, by electronic or handwritten signature, or by written approval sent by email. Between professionals, the parties agree, pursuant to article 1127-3 of the French Civil Code, to derogate from articles 1127-1 and 1127-2 of that code.

Walexia by XV DATA may refuse an order that is contrary to the law or to WhatsApp and Meta rules.

Evidence agreement. The parties acknowledge the evidential value of the electronic documents exchanged between them (emails, electronic signatures, Platform logs), in accordance with articles 1366 and 1368 of the French Civil Code.

Article 5 — Services

Walexia by XV DATA provides the Services described in the Offer, which may include:

• setup: scoping, design of the AI agents and scenarios, knowledge base, configuration, integrations, testing and go-live;
• operation (Run): access to the Platform, maintenance, changes to scenarios, support and assistance;
• Engaged conversations;
• options, for example restructuring the Customer's Meta account, creating a WhatsApp number, managing and running Meta advertising campaigns, producing videos, writing message templates, a custom dashboard, a custom domain, additional integrations or AI agents.

The Platform evolves: Walexia by XV DATA may improve and develop it, without substantially reducing the functions subscribed to during the term of the contract. Walexia by XV DATA may entrust part of the Services to subcontractors, for whom it remains responsible towards the Customer.

Article 6 — WhatsApp, Meta and the Customer's accounts

The Services rely on Meta's WhatsApp Business platform. The Customer:

• accepts the WhatsApp and Meta terms and policies applicable to its account (WhatsApp Business Solution Terms, WhatsApp Business Messaging Policy, Commerce Policy) and undertakes to comply with them;
• remains the holder of its Meta business portfolio, its WhatsApp Business account, its advertising accounts and its telephone number;
• acknowledges that Meta may review, restrict or suspend an account, a number, an advertisement or a message template according to its own rules.

Where the Customer gives Walexia by XV DATA access to its Meta accounts (restructuring, number creation, campaign management), Walexia by XV DATA acts on its behalf, within the limits of the tasks provided for in the Offer. The Customer may withdraw this access at any time; it approves the advertising content and remains responsible for its accounts.

The fees charged by Meta for the use of the WhatsApp Business platform are included in the price of the Engaged conversation. Advertising budgets (Facebook, Instagram or Click to WhatsApp ads) are not included: unless otherwise stipulated in the Offer, the Customer pays them directly to Meta.

Walexia by XV DATA cannot be held responsible for Meta's decisions, or for changes to its services, rules or prices, subject to article 12.

Article 7 — Setup and cooperation

The Customer actively cooperates in the setup: it provides accurate and up-to-date information, appoints a contact person, grants the necessary access and takes part in testing. The lead times indicated in the Offer are estimates; they are extended by any delay attributable to the Customer, to Meta (in particular the approval of message templates or of the account) or to a third party.

Article 8 — Commitments of Walexia by XV DATA

Walexia by XV DATA provides the Services with care and in accordance with professional standards, under a best-efforts obligation (obligation de moyens).

• Availability: the Platform is accessible 24 hours a day, 7 days a week, excluding scheduled maintenance and interruptions caused by Meta, operators, hosting providers or other third-party services. Scheduled maintenance is announced to the Customer at least 48 hours in advance, except in the event of a security emergency, and carried out as far as possible outside support hours.
• Support: it is available Monday to Friday, from 9 am to 6 pm (Paris time), excluding public holidays in France, through the means indicated in the Offer.
• Incidents: Walexia by XV DATA handles any incident reported by the Customer within 24 hours of its being reported, and makes every effort to resolve it or provide a workaround within the same period, unless its cause lies with Meta, an operator, a third-party service or the Customer.
• Security: Walexia by XV DATA implements security measures appropriate to the risks, described in appendix 1.

Article 9 — Customer's obligations

The Customer undertakes in particular to:

• send messages, in particular prospecting messages, only to people who have agreed to receive them, in accordance with Meta's rules and article L. 34-5 of the French Postal and Electronic Communications Code, and comply without delay with their unsubscribe requests;
• comply with the applicable regulations, in particular regarding commercial prospecting, personal data protection and consumer law towards its Contacts;
• not distribute any content that is unlawful, misleading, infringing or contrary to WhatsApp and Meta rules;
• configure and supervise the automatic replies and the AI assistant, and check the information it provides to them;
• keep its Users' login credentials confidential, for which it is responsible, and report any unauthorised use without delay;
• not have the Platform process health data, data revealing racial or ethnic origin, political opinions, religious beliefs or trade union membership, genetic or biometric data, or data relating to criminal convictions, without the prior written agreement of Walexia by XV DATA defining an appropriate framework. In particular, the Platform is not a certified health data host within the meaning of article L. 1111-8 of the French Public Health Code: for healthcare professionals, its use is limited to organisation (booking, reminding and changing appointments, practical information), with no exchange of medical information. Walexia by XV DATA does not keep any health data.

Article 10 — Artificial intelligence

Some functions of the Platform use artificial intelligence, in particular to suggest or send replies and to qualify requests, based on the information the Customer provides to it. The Customer decides whether to activate them, their scope and the cases in which a conversation is handed over to a human adviser.

In accordance with Regulation (EU) 2024/1689 on artificial intelligence, the assistant is designed to inform Contacts that they are interacting with an artificial intelligence system. The Customer does not remove or conceal this information, and allows any Contact who so requests to be put in touch with a human within a reasonable time.

The Customer shall not use the Platform's artificial intelligence to take decisions producing legal effects or significantly affecting individuals within the meaning of article 22 of the GDPR (for example granting or refusing credit, housing or employment), or for any prohibited practice or any use classified as high-risk by Regulation (EU) 2024/1689, without the prior written agreement of Walexia by XV DATA defining an appropriate framework.

Customer Data is not used to train artificial intelligence models (appendix 1, point 2).

Generated replies may contain errors: Walexia by XV DATA does not guarantee their accuracy, and the Customer remains responsible for the information sent to its Contacts and for the commitments made on its behalf.

Article 11 — Prices

Prices are those set out in the Offer. They are expressed in euros, excluding taxes; VAT is applied at the rate in force on the invoice date. For a Customer established in another Member State of the European Union and registered for VAT, invoices are issued excluding VAT, the tax being self-assessed by the Customer (reverse charge); for a Customer established outside the European Union, the territoriality rules of article 259 of the French General Tax Code apply.

Depending on the Offer, the Services are billed as a setup fee, a monthly plan (Run), Engaged conversations and options. The price of the Engaged conversation, Meta fees included, decreases in tiers and may vary according to the Contact's country, as specified in the Offer. The Customer may choose in the Offer a commitment period of 12 or 24 months: the monthly plan (Run), and only the monthly plan, then benefits from a 12% or 18% discount. Walexia by XV DATA provides the Customer with a way to monitor its usage.

Article 12 — Price revision

Prices may be revised once a year, on the anniversary date of the contract, according to the formula P1 = P0 × (S1 / S0), where P0 is the price in force, S0 the last Syntec index published on the date of the previous price setting and S1 the last Syntec index published on the revision date.

If Meta's prices for the WhatsApp Business platform change, Walexia by XV DATA may adjust the price of Engaged conversations in the same proportion.

Any revision is notified in writing to the Customer at least two months before it applies. If it refuses the revision, the Customer may terminate the contract in writing before it takes effect, at no cost: the termination takes effect on the date the revision applies.

Article 13 — Invoicing and payment

Unless otherwise stipulated in the Offer, the setup is invoiced on order, the monthly plan is invoiced each month in advance, and Engaged conversations and usage-based options are invoiced each month in arrears, based on actual usage. Invoices are issued electronically, in the formats required by the regulations applicable to electronic invoicing.

Invoices are payable within thirty (30) days of their issue date, by bank transfer or by secure online payment (bank card, via Stripe). No discount is granted for early payment. Any dispute over an invoice must be substantiated and sent in writing within fifteen (15) days of its receipt; it does not suspend payment of the undisputed amounts.

In accordance with article L. 441-10 of the French Commercial Code, any late payment automatically gives rise, from the day after the due date and without any reminder being necessary, to:

• late payment penalties calculated at a rate equal to three times the legal interest rate in force, applied to the outstanding amount;
• a fixed indemnity for recovery costs of €40 per invoice (article D. 441-5 of the French Commercial Code), without prejudice to additional compensation on proof where the costs incurred are higher.

After a formal notice that has remained without effect for fifteen (15) days, Walexia by XV DATA may suspend access to the Services until full payment, without this suspension giving rise to any compensation for the Customer.

Article 14 — Term and termination

The contract takes effect on the date the Offer is accepted. It is concluded with no minimum term: either party may terminate it at any time, without penalty, by giving two months' written notice. The Services remain payable until the end of the notice period; setup fees already invoiced remain due and are not refunded.

Optional commitment. Where the Customer has chosen a commitment period of 12 or 24 months (article 11), it may terminate the contract in the same way. The discount is then recalculated according to the period actually completed (12% if it reaches 12 months, no discount below that), and the difference with the monthly plans already invoiced is due on the end date of the contract. At the end of the commitment period, the contract continues with no minimum term, on the terms set out in the Offer, unless a new commitment is made.

Termination for breach. In the event of a serious breach by either party of its obligations, not remedied within thirty (30) days of a formal notice referring to this clause, the other party may terminate the contract automatically, in writing, without prejudice to any damages it may claim (articles 1224 and 1225 of the French Civil Code).

Suspension. In the event of unlawful use or use contrary to WhatsApp and Meta rules, or of a risk to the security of the Platform, Walexia by XV DATA may suspend all or part of the Services, after informing the Customer, or without delay in an emergency. The suspension is proportionate to the breach and lifted as soon as the breach has ceased.

The notifications provided for in this article are made by registered letter with acknowledgement of receipt or by email with acknowledgement of receipt.

Article 15 — End of the contract, reversibility and fate of the data

At the end of the contract, whatever the reason, the Customer has three months to export the Customer Data, in XLSX or CSV format or in another agreed format. At its request, Walexia by XV DATA assists it with this reversibility, on the terms of the Offer.

After this period, Walexia by XV DATA deletes the Customer Data, including copies, within one month, and sends it a certificate of destruction, unless there is a legal obligation to retain it (in particular accounting records, kept for ten years pursuant to article L. 123-22 of the French Commercial Code).

Sums due on the end date of the contract remain payable.

Article 16 — Personal data

Walexia by XV DATA processes the data of its customers, their Users and its prospects (accounts, invoicing, business relationship) as data controller, as set out in its privacy policy.

For Customer Data, in particular conversations with its Contacts, Walexia by XV DATA acts as the Customer's processor within the meaning of article 28 of Regulation (EU) 2016/679 (GDPR). The obligations of the parties are set out in the data processing agreement in appendix 1.

Article 17 — Intellectual property

XV DATA holds all rights to the Platform, its software, its content and its documentation, as well as to the Walexia name and logo. Walexia by XV DATA grants the Customer, for the term of the contract and for the number of Users provided for in the Offer, a non-exclusive and non-transferable right to use the Platform, reserved for its business needs. The Customer shall not reproduce, adapt or decompile the Platform or make it available to third parties, except in the cases authorised by article L. 122-6-1 of the French Intellectual Property Code.

The Customer remains the owner of the Customer Data. It authorises Walexia by XV DATA to use it only to the extent necessary to perform the Services.

Deliverables. Upon full payment of the corresponding price, Walexia by XV DATA assigns to the Customer, on a non-exclusive basis, the rights of reproduction, representation and adaptation of the Deliverables, for the uses, media, territories and duration defined in the Offer; failing that, for its communication and operating needs, worldwide, for the term of the contract. Walexia by XV DATA retains its know-how, methods, tools and generic elements, which it may reuse at will.

Videos. Videos produced by Walexia by XV DATA, in particular in UGC format, are not subject to an assignment of rights: they are made available to the Customer for its campaigns, on the terms (media, territories, duration) provided for in the contract, within the limits of the authorisations given by the people who appear in them.

Article 18 — Confidentiality

Where a confidentiality agreement has been signed between the parties, its provisions apply. Failing that, each party keeps confidential the technical, commercial and financial information of the other party of which it becomes aware in connection with the contract, and uses it only for the performance of the contract, throughout the term of the contract and for twelve months after it ends. This obligation is renewed with the contract, at each renewal. It does not apply to information that is public or whose disclosure is required by law or by an authority.

Article 19 — Liability

Walexia by XV DATA is liable only for direct and foreseeable damage resulting from a proven breach of its obligations. It is not liable for indirect damage, such as loss of revenue, customers or opportunities, or damage to reputation, nor for the consequences of decisions by Meta, operators or third-party services connected by the Customer.

The total liability of Walexia by XV DATA, for all causes combined, is limited to the sums paid by the Customer for the Services during the twelve months preceding the event giving rise to liability. This limitation does not apply in the event of gross negligence or wilful misconduct, personal injury, or in other cases where the law prohibits the limitation of liability.

The Customer indemnifies Walexia by XV DATA against any claim, penalty or judgment resulting from the content it distributes, the messages it sends, failure to comply with the rules on prospecting or data protection, or failure to comply with WhatsApp and Meta rules, and compensates it for the resulting costs.

Article 20 — Force majeure

Neither party is liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code. The party prevented informs the other without delay. If the impediment lasts more than thirty (30) days, either party may terminate the contract in writing, without compensation.

Article 21 — Commercial references

Walexia by XV DATA may mention the Customer's name and logo as a commercial reference, on its website and in its presentation documents, unless the Customer objects in writing, which it may do at any time. Any detailed presentation of its project or results is submitted to it in advance.

Article 22 — Changes to the Terms

Walexia by XV DATA may change these Terms. The new version applies to new orders and, for ongoing contracts, two months after the Customer has been informed. A Customer who refuses it may terminate the contract in writing before that date, at no cost: the termination takes effect on the date the new version applies.

Article 23 — General provisions

• Assignment: the Customer may not assign the contract without the prior written agreement of Walexia by XV DATA. Walexia by XV DATA may assign it to any company that takes over all or part of its business, after informing the Customer.
• Severability: if a clause is declared void or unenforceable, the other clauses remain in force.
• No waiver: a party's failure to invoke a breach does not constitute a waiver of its right to invoke it later.
• Language: the Terms are written in French. In the event of a translation, the French version prevails.

Article 24 — Governing law and disputes

These Terms and the contract are governed by French law. The parties will seek an amicable solution for thirty (30) days from the written notification of the dispute.

Failing agreement, any dispute relating to the formation, interpretation, performance or termination of the contract shall be subject to the exclusive jurisdiction of the competent commercial court of Paris, including in the event of summary proceedings, third-party claims or multiple defendants.

Appendix 1 — Data processing agreement

This agreement, concluded pursuant to article 28 of the GDPR, applies to the processing of Customer Data that Walexia by XV DATA (the "processor") carries out on behalf of the Customer (the "controller").

1. Description of the processing

Item	Description
Nature of the operations	Hosting, storage, consultation, transmission of messages via WhatsApp, analysis and generation of replies by artificial intelligence, qualification, routing to Users, statistics, transfer to the Customer's tools, deletion
Purpose	Providing the Services provided for in the Offer and the Scoping Sheet
Duration	The term of the contract, then the reversibility and deletion period provided for in article 15
Data subjects	The Customer's Contacts (prospects, customers, patients for appointment booking only, etc.) and the Customer's Users
Categories of data	Identity and contact details (name, WhatsApp number), content of messages and files exchanged, qualification and appointment data, metadata of exchanges, Users' login data
Sensitive data	Excluded, unless with prior written agreement (article 9 of the Terms)

2. Processor's obligations

The processor undertakes to:

• process Customer Data only on the documented instructions of the Customer (contract, Offer, Scoping Sheet and Platform settings), including for transfers outside the European Union, and inform it immediately if it considers that an instruction infringes the regulations;
• ensure that the persons authorised to process the data are bound by a confidentiality obligation;
• implement the security measures provided for in point 6;
• not use Customer Data to train artificial intelligence models, nor allow its sub-processors to do so, unless instructed in writing by the Customer;
• use a sub-processor only under the conditions of point 3;
• assist the Customer, through appropriate measures, in responding to requests from data subjects to exercise their rights, and forward to it without delay any request received directly;
• assist the Customer in ensuring compliance with its obligations regarding security, notification of breaches, impact assessments and prior consultation;
• notify the Customer of any personal data breach as soon as possible, and at the latest within 48 hours of becoming aware of it, with the information available to enable it to notify the supervisory authority within the 72-hour deadline;
• at the end of the contract, return and then delete the Customer Data under the conditions of article 15;
• keep the record of processing activities provided for in article 30(2) of the GDPR;
• make available to the Customer the information necessary to demonstrate compliance with its obligations, and allow audits to be carried out, no more than once a year, by an independent auditor bound by professional secrecy, with thirty (30) days' notice, at the Customer's expense.

The processor's data protection officer can be contacted at dpo@walexia.com.

3. Sub-processors

The Customer gives general authorisation for the use of the sub-processors listed below. The processor informs the Customer of any addition or replacement at least thirty (30) days in advance; the Customer may object on legitimate grounds relating to data protection and, failing agreement, terminate the Services concerned at no cost. The processor imposes on each sub-processor equivalent data protection obligations and remains responsible for their performance.

Sub-processor	Service	Location
OVH SAS (OVHcloud)	Hosting of the Platform and the Customer Data	France
OpenAI	Artificial intelligence models, depending on the functions activated	May involve processing outside the European Union
Mistral AI	Artificial intelligence models, depending on the functions activated	European Union
Anthropic	Artificial intelligence models (Claude), depending on the functions activated	May involve processing outside the European Union

Meta is involved, for sending and receiving WhatsApp messages, under the terms that the Customer accepts directly with Meta (WhatsApp Business Solution Terms and the associated data processing terms).

4. Transfers outside the European Union

Where the processing involves a transfer of data outside the European Union, it is governed by an adequacy decision of the European Commission, in particular the EU–US Data Privacy Framework (decision of 10 July 2023) for certified companies, or by the European Commission's standard contractual clauses, supplemented where necessary by additional measures.

5. Customer's obligations

The Customer, as controller, guarantees the lawfulness of the processing it entrusts: legal basis, collection of the required consents (in particular for prospecting), information of data subjects (including the use of WhatsApp and artificial intelligence), and responses to requests to exercise rights. It documents any specific instruction in writing.

6. Security measures

The processor implements technical and organisational measures appropriate to the risk, in particular: hosting in France, access control through authorisation and authentication, access logging, encryption of exchanges, backups, segregation of each customer's data, regular updates and security audits, and a procedure for managing incidents and data breaches.