Terms of sale

Preamble

Prova is a service that prepares answers to the security questionnaires that enterprise customers send to their vendors.

These terms of sale (the "Terms") set out the conditions under which Prova provides its Services. In accordance with Article L. 441-1 of the French Commercial Code, they form the sole basis of the commercial negotiation and are provided to any business that requests them.

They are reserved for businesses. They are addressed neither to consumers nor to non-professionals within the meaning of the French Consumer Code.

They are written in French. In case of translation, only the French version is authoritative.

Definitions

For the purposes of the Terms, the following capitalized terms have the following meaning:

Customer: the business that places an Order with Prova. End Customer: the third party, distinct from the Customer, that sends a Questionnaire to the Customer. Questionnaire: the security questionnaire, or any equivalent document, sent to the Customer by an End Customer. Dossier: the unit of service defined in Article 4.1. Deliverable: all documents provided by Prova to the Customer under a Service, in particular the proposed answers to the Questionnaire. Service: one of the services described in Article 4. Order: the act by which the Customer subscribes to a Service under the conditions of Article 6. Site: the getprova.fr website and its subdomains. AI Tools: the artificial intelligence tools that Prova uses under the conditions of Article 10. Parties: Prova and the Customer, acting together or separately. Business Day: any day from Monday to Friday, excluding statutory public holidays in metropolitan France. Business Hour: timeframes expressed in business hours run only on Business Days. They are counted in twenty-four-hour blocks: forty-eight business hours correspond to two Business Days, and seventy-two business hours to three Business Days.

1. Identification

1.1 Publisher

Prova is a service published by Helou Alexandre, an individual entrepreneur operating under the French micro-enterprise scheme.

• Address: 2 Clos des Avettes, 95800 Cergy
• SIREN number: 105493001
• SIRET number: 10549300100017
• Registered with the French National Business Register under number 105493001
• Intra-community VAT number: FR25105493001
• Email address: admin@getprova.fr
• Telephone: 06 45 60 19 93
• Website: getprova.fr
• Publication director: Helou Alexandre

Hereinafter "Prova".

1.2 Tax regime

VAT not applicable, Article 293 B of the French General Tax Code (from September 1, 2026: Article L. 223-3 of the French Code of Taxes on Goods and Services).

1.3 Availability of the Terms

The Terms are available at all times at getprova.fr/cgv, in a format that allows them to be printed and stored.

2. Purpose, scope, and acceptance

2.1 Purpose

The Terms govern the sale of the Services offered by Prova on the Site.

Prova prepares answers to the Questionnaires that enterprise customers send to their vendors. The Customer reviews, corrects, and validates. It is the Customer, and the Customer alone, who sends the answer to its End Customer.

2.2 Business-only clientele

The Services are reserved for businesses acting in the course of their activity. They are offered neither to consumers nor to non-professionals within the meaning of the introductory article of the French Consumer Code.

By placing an Order, the Customer declares that it is acting as a business, for the needs of its activity, and provides for this purpose its identification number (SIREN or equivalent).

2.3 Basis of the commercial relationship

The Terms form the sole basis of the commercial negotiation within the meaning of Article L. 441-1 of the French Commercial Code.

2.4 Acceptance

Every Order constitutes full, complete, and unreserved acceptance of the Terms in the version in force on the day of the Order. The Customer acknowledges having reviewed them before ordering and having the competence and information needed to assess whether the Services suit its needs.

2.5 Precedence over the Customer's documents

The Terms prevail over any document issued by the Customer, in particular its general purchasing conditions, its purchase orders, and its supplier policies, unless Prova agrees otherwise in a signed writing. Prova's silence never amounts to acceptance of the Customer's conditions.

2.6 Contractual documents

The contract consists of the following documents, in decreasing order of precedence:

1. any tailored proposal or particular agreement signed by both Parties; 2. these Terms; 3. the Order summary.

In case of conflict, the higher-ranking document prevails, for the sole conflict concerned.

2.7 Prior agreement on electronic means

Since both Parties are businesses, they expressly agree, in accordance with Article 1127-3 of the French Civil Code, to set aside the application of Articles 1127-1 and 1127-2 of the same code. Prova nonetheless sends the Customer an Order summary.

3. Services and prices

3.1 Prices

Prices are stated in euros.

3.2 VAT regime

VAT not applicable, Article 293 B of the French General Tax Code (from September 1, 2026: Article L. 223-3 of the French Code of Taxes on Goods and Services). No value added tax is added to the displayed price: the amount displayed is the amount paid.

If Prova were to lose the benefit of the basic VAT exemption, the displayed prices would be understood as exclusive of tax, and the tax at the legal rate would be added to Orders placed from the date on which Prova becomes subject to it. Prova would inform the Customer without delay. Earlier Orders would not be affected.

3.3 Crediting of the Express audit

The amount of the Express audit is deducted from the price of the Full dossier if the latter is ordered within ninety days after the Express audit is delivered. This credit applies once per End Customer.

3.4 Price changes

Prova may change its prices at any time. The price applicable to an Order is the one displayed on the Site on the day of that Order.

The price of the "Always Ready" subscription may be changed only after thirty days' notice given to the Customer by email. A Customer who does not accept the new price may cancel free of charge, under the conditions of Article 12.2, before it takes effect. Failing that, the new price applies from the following monthly period.

3.5 Tailored services

Any service not listed in the table above is the subject of a written, priced proposal, valid for thirty days, and binds Prova only after the Customer's written acceptance.

4. What a Dossier covers

4.1 Concept of a Dossier

A Dossier corresponds to one Questionnaire, for one given End Customer. Two Questionnaires from two different End Customers constitute two Dossiers, even if sent on the same day.

A substantial update to a Questionnaire already handled, or a new version issued by the same End Customer more than three months after delivery, constitutes a new Dossier.

4.2 Free pre-audit

The Free pre-audit is a preliminary review, free of charge and with no commitment.

The Customer sends an excerpt of five to ten representative questions from its Questionnaire. Within forty-eight business hours, Prova sends back a written response including:

• the themes and sensitive points identified;
• the supporting evidence that will likely be requested;
• the recommendation of a Service, or the indication that none is needed.

The Free pre-audit is not a Service and gives rise to no obligation of performance. Prova may end it at any time. The confidentiality obligation of Article 13 nonetheless applies from the Free pre-audit onward.

4.3 Express audit

The Express audit includes:

• reading the Questionnaire;
• identifying the first risks;
• identifying the missing documents;
• recommending the next step.

Deliverable: a one- to two-page note, sent within forty-eight business hours from receipt of the Questionnaire and the necessary materials.

The Express audit includes neither the drafting of the answers, nor the attaching of supporting evidence, nor the list of points to be validated internally, nor any follow-up between two Dossiers.

4.4 Full dossier

A Full dossier includes:

• reading the Questionnaire upon receipt;
• drafting the answers;
• identifying the supporting evidence to attach and the points to be validated internally by the Customer;
• one round of corrections after the Customer's review, submitted in a single set, within the seven calendar days following delivery.

Beyond this seven-day period, or beyond the first round, any additional request is the subject of a separate price proposal, which the Customer remains free to decline.

4.5 Always Ready

The "Always Ready" subscription includes, for each monthly period:

• one Full dossier, as defined in Article 4.4;
• the creation and upkeep of a reusable answer library specific to the Customer;
• tracking of the expiration dates of the Customer's attestations and certifications, and alerting the Customer before expiry;
• updating of the supporting evidence attached to the answers;
• a written quarterly review of the library, sent to the Customer.

The included Dossier is subject to the same rules as the Full dossier, in particular as to its scope (Article 4.1), its delivery timeframe (Article 7.2), and the round of corrections (Article 4.4).

A Dossier not ordered during a monthly period is not carried over to the following period and gives rise to no refund.

Any additional Dossier ordered during the same monthly period is the subject of a separate Order, at the price of Article 3.1.

If a Questionnaire submitted under the subscription falls outside the scope within the meaning of Article 5.1, Prova informs the Customer within forty-eight business hours. The Dossier is then not counted against the current monthly period.

The subscription includes neither the audit of the Customer's compliance nor the representation of the Customer before its End Customer.

4.6 Language

The Questionnaire may be written in French or in English. Any Questionnaire written in another language falls under Article 5.

4.7 Common exclusions

No Service includes, unless otherwise agreed in a particular writing:

• the performance of a technical audit, a penetration test, or any independent verification of the Customer's statements;
• the drafting or implementation of security policies, procedures, or measures;
• the production of the supporting evidence itself, which is the Customer's responsibility;
• the sending of the answer to the End Customer;
• any legal consultation within the meaning of Article 9.3.

5. Out-of-scope Questionnaire and refusal of an Order

5.1 Out-of-scope Questionnaire

If, after reading it, Prova considers that the Questionnaire falls outside the scope covered by the price paid, in particular because of its volume, its technical complexity, its language, the deadline imposed by the End Customer, or the framework targeted, Prova informs the Customer within forty-eight business hours following receipt of the Questionnaire and refunds the amount paid in full. No Service is then undertaken.

The refund is made within fourteen days following the notice, using the payment method used for the Order.

Where the Questionnaire is submitted under the "Always Ready" subscription, Article 4.5 applies.

5.2 Tailored proposal

The Customer may request a tailored proposal under Article 3.5. It remains free to decline it.

5.3 Refusal of an Order

Prova may refuse or cancel an Order for a legitimate reason, in particular in the event of a conflict of interest, material impossibility, manifestly unlawful content, a prior payment incident, or a request contrary to Article 9. The Customer is then refunded in full, within the same timeframe as in Article 5.1, without any other compensation.

6. Order, payment, and invoicing

6.1 Placing the Order

The Order is placed online, on a payment page hosted by Stripe. The Customer selects the Service, provides the requested information, checks the summary, and confirms payment.

6.2 Formation of the contract

The contract is formed when payment is collected. Prova sends the Customer an Order summary by email.

6.3 Payment

Payment is made by bank card, in full, at the time of the Order.

Prova has access to no bank card data: such data is processed exclusively by Stripe, the payment service provider, under its own terms.

No set-off may be applied by the Customer without Prova's written agreement.

6.4 "Always Ready" subscription

The subscription is a monthly subscription, charged in advance at each due date to the registered payment method, until cancellation under the conditions of Article 12.

The Customer keeps a valid payment method on file. If a charge fails, Prova informs the Customer. Failing regularization within eight days, access to the Services may be suspended under the conditions of Article 17.5.

6.5 Invoicing

An invoice is sent to the Customer by electronic means.

From the dates set by the regulations applicable to electronic invoicing, invoices are issued and received through an approved platform, in a compliant structured format.

6.6 Evidence agreement

The Parties expressly agree, pursuant to Article 1368 of the French Civil Code, that the computer records of Prova and of Stripe, the connection logs, and the emails exchanged are authoritative between them as to the Orders, payments, and exchanges that took place, unless proven otherwise.

Prova keeps Orders and invoices for the applicable legal period.

7. Timeframes

7.1 Counting

Timeframes are counted in Business Days and Business Hours, as defined in the preamble.

7.2 Performance timeframes

Full dossier: delivered within seventy-two business hours following receipt of the Questionnaire and of all the necessary materials. Failing that, the timeframe runs from receipt of the last missing item.

Express audit: the response is sent within forty-eight business hours from receipt of the Questionnaire and the necessary materials.

7.3 Suspension

Timeframes are suspended by operation of law throughout any period of waiting for an item, an answer, or a validation requested from the Customer, as well as in the event of force majeure within the meaning of Article 18.

7.4 Effects of a delay

Timeframes are firm subject to the foregoing reservations. A delay attributable to Prova gives rise to no automatic penalty or compensation.

In the event of a delay greater than five Business Days attributable to Prova, the Customer may, after a formal notice that has remained without effect for five Business Days, terminate the Order by written notice and obtain the full refund of the amounts paid on that basis. Any other claim for compensation remains subject to Article 16.

8. Customer obligations and warranties

8.1 Cooperation

The Customer is bound by a duty of active cooperation. It undertakes to:

• provide the Questionnaire and all documents needed to prepare the Dossier;
• designate a single point of contact, authorized to answer Prova's questions and to bind the Customer;
• respond to Prova's requests within a reasonable time;
• review, correct, and validate the Deliverable before any sending to a third party.

Exchanges between the Parties take place in writing. The Customer's documents are provided through the client portal made available to it, where they are stored privately and in a compartmentalized manner.

8.2 Accuracy of information

The Customer warrants the accuracy, completeness, and currency of the information and documents it provides. Prova carries out no independent verification of these items (Article 9.4).

8.3 Customer warranties

The Customer warrants that it:

• is authorized to provide Prova with the documents it communicates to it, and that this communication does not breach any confidentiality undertaking to which it is bound, nor any third-party right;
• transmits no unlawful content;
• transmits no personal data beyond what is strictly necessary, and in particular no data falling under Article 9 of Regulation (EU) 2016/679, unless Prova gives its prior written agreement.

8.4 Indemnity against third-party claims

The Customer indemnifies Prova against any action, claim, or award by a third party resulting from a breach of Article 8.3, and bears the corresponding financial consequences, including justified defense costs.

8.5 Customer inaction

If the Customer fails to provide a requested item or does not respond to a request from Prova for thirty calendar days, despite a reminder, the Service is deemed performed. The Dossier is closed, no amount is refunded, and the timeframe of Article 4.4 is deemed expired.

9. Nature of the service: obligation of means

9.1 Principle

Prova is bound by an obligation of means, not by an obligation of result. Prova undertakes to bring to the performance of the Services the care and diligence of a prudent professional.

9.2 What Prova does not do

In particular, Prova:

• delivers no certification and is not a certification body;
• does not warrant the Customer's compliance with a standard, framework, or regulation;
• does not warrant that the Questionnaire will be accepted by its recipient, nor that the Customer will win the contract concerned;
• does not replace the Customer's chief information security officer, data protection officer, or legal counsel;
• never sends an answer to a third party on the Customer's behalf.

9.3 No legal consultation

Prova delivers no legal consultation and no legal act within the meaning of Law No. 71-1130 of December 31, 1971. The Deliverables are documents of an operational and documentary nature. Any question relating to the interpretation of a standard or a regulation must be submitted by the Customer to its legal counsel.

9.4 No independent verification

The answers are prepared solely on the basis of the items provided by the Customer. Prova carries out no technical audit, no test, and no independent verification of the Customer's statements. The accuracy of these statements is the Customer's sole responsibility.

9.5 Customer's final responsibility

The answers prepared by Prova are proposals. The Customer reviews them, corrects them, and validates them. It remains solely responsible for the answers it sends to its own customers and for their accuracy.

9.6 Applicable legal regime

The Services fall under a contract for services and not under the sale of goods. The legal guarantee of conformity (Articles L. 217-3 et seq. of the French Consumer Code), reserved for consumers, and the warranty against hidden defects (Article 1641 of the French Civil Code), specific to sales, do not apply.

Prova's liability is assessed under the ordinary law of contractual liability (Article 1231-1 of the French Civil Code), subject to the reservations of these Terms and in particular of Article 16.

10. Use of artificial intelligence tools

10.1 Principle

Prova uses AI Tools to prepare the Dossiers. By placing an Order, the Customer expressly accepts this use.

10.2 Prova's commitments

Prova undertakes to:

• use only providers under commercial terms whose contract excludes the use of the content transmitted to train their models;
• never transmit a Customer's documents to a consumer artificial intelligence tool, nor from a personal account;
• conclude with each of these providers a data processing agreement compliant with Article 28 of Regulation (EU) 2016/679;
• keep up to date the list of these providers, published in Article 14.4 and in the privacy policy.

10.3 Human review

Each Dossier is reviewed, corrected, and validated by a human. No Deliverable is sent to the Customer without this review.

No decision producing legal effects or significantly affecting the Customer is taken on the sole basis of automated processing, within the meaning of Article 22 of Regulation (EU) 2016/679.

10.4 Transparency

The Customer may request at any time the list of AI Tools used to prepare its Dossier. Prova complies with the transparency obligations incumbent on it, where applicable, as a deployer under Regulation (EU) 2024/1689 laying down harmonized rules on artificial intelligence.

10.5 Option without artificial intelligence

The Customer may request, before the Order, that no AI Tool be used for its Dossier. Prova then sends it a tailored proposal under Article 3.5.

10.6 Responsibility

Artificial intelligence is a preparation tool. It decides nothing. Responsibility for the content delivered lies with Prova within the limits of Articles 9 and 16. Responsibility for the answers sent to a third party lies with the Customer, who has reviewed and validated them.

10.7 Limits of Prova's commitment

Prova selects its AI Tool providers with diligence and verifies their contractual commitments. Prova neither controls nor guarantees the operation, availability, accuracy, or security of these providers' systems, over which it has no control.

Prova's commitment under this article is an obligation of means, bearing on the choice, the monitoring, and the contractual oversight of its providers. Its liability is assessed on that sole basis, within the limits of Article 16.

If a provider's terms were to cease to meet the commitments of Article 10.2, Prova would end its use and would inform the Customer, under the conditions of Article 14.4.

11. Money-back guarantee

11.1 No statutory right of withdrawal

The Services are reserved for businesses and the Orders are concluded remotely, on the Site. The right of withdrawal under Articles L. 221-18 et seq. of the French Consumer Code, reserved for consumers, does not apply. The extension provided for in Article L. 221-3 of the same code covers only contracts concluded away from business premises, which is not the case for Orders placed on the Site.

The guarantee below is a commercial guarantee, freely granted by Prova, separate from any statutory right.

11.2 Subject of the guarantee

The Full dossier ordered on a single-dossier basis benefits from a "money-back, no questions asked" commercial guarantee.

This guarantee applies neither to the Express audit, nor to the "Always Ready" subscription, nor to the Dossiers included in that subscription, nor to tailored services.

11.3 Exercise

The Customer has fourteen calendar days from the delivery of the Dossier to request a refund, by a simple message to admin@getprova.fr, without having to give a reason.

The refund is made within fourteen days following receipt of the request, using the payment method used for the Order.

11.4 Effects of the refund

The refund automatically entails termination of the Order. The assignment of rights provided for in Article 15.1 is deemed never to have taken place: the Customer refrains from any use of the Deliverable, refrains from transmitting it to anyone, and deletes the copies in its possession.

11.5 Abuse

In the event of manifestly abusive or fraudulent use of this guarantee, Prova reserves the right to refuse any subsequent Order from the Customer, without this affecting the refund already granted.

11.6 Relationship with the law

This guarantee is a commercial commitment by Prova. It is in addition to the guarantees provided by law.

12. Term, cancellation, and termination

12.1 Term of the "Always Ready" subscription

The subscription is concluded for an initial period of three months, corresponding to a complete cycle of written quarterly review within the meaning of Article 4.5.

At the end of this initial period, it is renewed by tacit agreement for successive one-month periods.

12.2 Cancellation by the Customer

At the end of the initial three-month period, the subscription may be cancelled at any time, by a simple message to admin@getprova.fr, with effect at the end of the current monthly period. No notice, no penalty, and no justification are required.

During the initial three-month period, the subscription may be cancelled only under the conditions of Article 12.4.

Amounts already paid for the current period are not refunded.

12.3 Cancellation by Prova

Prova may cancel the subscription on thirty days' notice given by email. Amounts corresponding to a period that has begun and has not been performed are refunded on a pro-rata basis.

12.4 Termination for breach

In the event of a serious breach by one of the Parties of its obligations, the other Party may terminate the contract, by operation of law and without judicial intervention, fifteen days after a formal notice sent by email with acknowledgment of receipt, that has remained without effect and expressly states the intention to rely on this clause.

Termination is pronounced without prejudice to any damages that may be claimed within the limits of Article 16.

12.5 Effects

Cancellation or termination ends the Services in progress. Dossiers already delivered remain acquired by the Customer, subject to their full payment. Articles 13 (Confidentiality), 14 (Personal data), 15 (Intellectual property), 16 (Liability), and 19 (Governing law and disputes) survive the end of the contract.

13. Confidentiality

13.1 Confidential information

Confidential means all information and all documents, in whatever form and on whatever medium, exchanged between the Parties in connection with the Free pre-audit or the performance of a Service, including the Questionnaires, the supporting evidence, the Deliverables, Prova's methods, and any information falling under trade-secret protection within the meaning of Article L. 151-1 of the French Commercial Code.

13.2 Prova's undertaking

Prova undertakes to disclose to no third party the information and documents provided by the Customer, and to use them only for the performance of the Service.

Prova imposes the same obligation on any person acting on its behalf.

13.3 Customer's undertaking

The Customer reciprocally undertakes not to disclose the methods, templates, grids, and tools of Prova of which it may become aware.

13.4 Exceptions

The confidentiality obligation does not apply to information that:

• is or falls into the public domain without any breach by the receiving Party;
• was already lawfully known to it before its communication;
• is lawfully communicated to it by a third party not bound by secrecy;
• was independently developed by it;
• must be disclosed in performance of a legal or regulatory obligation or a court decision. In this last case, the Party required to disclose informs the other beforehand, to the extent permitted by law, and limits the disclosure to what is strictly necessary.

13.5 Duration

This undertaking applies throughout the term of the contract and for five years after its end.

13.6 Return

At the end of the contract, and on written request, each Party returns or destroys the other's confidential information, subject to legal retention obligations.

13.7 Commercial references

Prova names no Customer, publishes no logo, and cites no reference without that Customer's prior written agreement. This agreement is revocable at any time.

14. Personal data and sub-processors

14.1 Capacity of the Parties

The documents provided by the Customer may contain personal data.

For the processing of this data, Prova acts as a processor within the meaning of Article 28 of Regulation (EU) 2016/679 (the "GDPR"), and the Customer as a controller. Prova processes this data only on the Customer's documented instructions and for the performance of the Service.

14.2 Characteristics of the processing

In accordance with Article 28.3 of the GDPR:

The Customer refrains from transmitting special categories of data within the meaning of Article 9 of the GDPR (Article 8.3).

14.3 Prova's commitments

Prova undertakes to:

• process the data only on the Customer's documented instructions, including in the event of a transfer outside the European Union, unless required by law;
• guarantee the confidentiality of the data and ensure that the persons authorized to process it commit to do so;
• implement the appropriate technical and organizational measures provided for in Article 32 of the GDPR;
• assist the Customer, as far as possible and given the nature of the processing, in responding to requests to exercise the rights of data subjects and in meeting its obligations under Articles 32 to 36 of the GDPR;
• notify the Customer of any personal data breach within forty-eight hours of its discovery, with the information needed to characterize it;
• make available to the Customer the information needed to demonstrate compliance with its obligations.

14.4 Sub-processors

The Customer authorizes Prova to use the following sub-processors:

Prova has concluded with each of these providers a data processing agreement compliant with Article 28 of the GDPR.

This list is kept up to date in the privacy policy, available at getprova.fr/confidentialite. Prova informs the Customer of any addition or replacement of a sub-processor at least thirty days before it takes effect. The Customer may object to it for a legitimate reason. Failing agreement, it may cancel the Service concerned free of charge.

Stripe acts as an independent controller for payment data, under its own policy.

14.5 Transfers outside the European Union

Any transfer of data outside the European Union is governed by a mechanism compliant with Chapter V of the GDPR, in particular the standard contractual clauses of the European Commission or an adequacy decision. The details appear in the table of Article 14.4 and in the privacy policy.

14.6 Fate of the data

Unless the "Always Ready" offer is subscribed to, the documents provided by the Customer and the Deliverables are deleted ninety days after the delivery of the Dossier, or on the Customer's written request at any time.

At the end of the contract, Prova deletes or returns to the Customer, at the Customer's choice, all personal data processed on its behalf, and destroys the existing copies, subject to legal retention obligations.

14.7 Audit

The Customer may, once per calendar year, on reasonable notice and at its own expense, verify Prova's compliance with the obligations of this article, by means of a written questionnaire or the communication of the relevant documents. Prova may meet this obligation by producing the reports or certifications of its own providers.

14.8 Processing for which Prova is the controller

Prova is the controller for the data it collects on its own account: Order management, invoicing, accounting, customer relations, Free pre-audit requests, and audience measurement of the Site. These processing activities, their legal bases, their retention periods, and the arrangements for exercising rights (access, rectification, erasure, restriction, objection, and portability) are described in the privacy policy. Any request may be sent to admin@getprova.fr. Every data subject has the right to lodge a complaint with the Commission nationale de l'informatique et des libertés.

14.9 Dedicated agreement

A dedicated processing agreement may be concluded at the Customer's request. In case of conflict, it prevails over this article.

15. Intellectual property

15.1 Assignment of rights in the Deliverable

Subject to the condition precedent of full payment of the price, Prova assigns to the Customer, on an exclusive basis, all economic copyright in the Deliverable, namely the rights of reproduction, representation, adaptation, modification, translation, and distribution.

In accordance with Article L. 131-3 of the French Intellectual Property Code, this assignment is granted:

• for all media and all modes of exploitation, known or unknown to date;
• for the entire world;
• for the legal term of copyright protection;
• for any purpose, commercial or not.

The Customer may thus freely use, modify, and transmit the Deliverable.

15.2 Reservation of intellectual property

As long as the price has not been fully collected, no right is transferred to the Customer, who refrains from any use of the Deliverable. The same applies in the event of a refund under Article 5, Article 11, or an unpaid amount, the assignment being then deemed never to have taken place.

15.3 Prova's pre-existing elements

Prova retains full ownership of its methods, know-how, analysis grids, templates, knowledge bases, and tools, which are not assigned to the Customer.

To the extent that such elements are incorporated into the Deliverable, Prova grants the Customer a non-exclusive, worldwide, irrevocable, and free license to use them, for the legal term of protection, for the sole purpose of exploiting the Deliverable for its own needs.

15.4 Customer content

The Customer retains full ownership of the documents and information it provides. It grants Prova, for the sole duration and the sole needs of the Service, the right to reproduce and adapt them.

15.5 Content generated by artificial intelligence

The Parties acknowledge that certain elements of the Deliverable may be prepared with the help of AI Tools and that their protection by copyright is not certain. The assignment in Article 15.1 covers all rights that may exist in these elements. Prova undertakes in any event not to contest the Customer's use of them and not to exploit them on behalf of a third party.

15.6 Distinctive signs

None of the Terms entails an assignment or license of the trademarks, trade names, logos, or domain names of either Party.

16. Liability

16.1 Nature of the commitment

Prova's liability is assessed in light of the obligation of means defined in Article 9.

16.2 Cap

Prova's liability, all causes combined, is limited to the amount actually paid by the Customer for the Service concerned.

For the "Always Ready" subscription, this cap equals the total of the amounts actually paid by the Customer during the twelve months preceding the triggering event.

16.3 Excluded damages

Prova is not liable for indirect damages, in particular the loss of a contract, a market, a customer, an opportunity, revenue, profit, data, or reputation, nor for harm to image.

16.4 Exceptions

The limitations of Articles 16.2 and 16.3 do not apply in the event of gross or willful misconduct, in the event of bodily injury, or in the cases where the law sets them aside.

16.5 Claim and limitation period

Any claim must be notified to Prova, in writing and with reasons, within thirty days following the discovery of the fact on which it is based.

In accordance with Article 2254 of the French Civil Code, the Parties agree that any action arising from the contract is time-barred after twelve months from the triggering event.

17. Late payment

17.1 Due date

The price is payable in cash on the Order. For the subscription, each installment is payable in advance on its date.

17.2 Late-payment penalties

In accordance with Article L. 441-10 of the French Commercial Code, any sum not paid on its due date gives rise, by operation of law and without prior formal notice, to late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points, and in no case lower than three times the statutory interest rate.

17.3 Recovery indemnity

Any sum not paid on its due date also gives rise, by operation of law, to a fixed recovery-cost indemnity of forty euros (Article D. 441-5 of the French Commercial Code).

Where the recovery costs incurred are higher than this amount, Prova may request additional compensation, on justification.

17.4 Early-payment discount

No discount is granted for early payment.

17.5 Suspension

In the event of non-payment, and eight days after a formal notice that has remained without effect, Prova may suspend the performance of any Service in progress, without this suspension being characterized as a breach. The timeframes of Article 7 are suspended for the same duration.

18. Force majeure

18.1 Definition

Neither Party may be held liable for a breach caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code.

The Parties agree that the following may in particular constitute events of force majeure, provided that they meet the conditions of that article: the prolonged failure of an electronic communications network or of an energy supplier, a large-scale cyberattack, the sudden failure of an essential provider, a natural disaster, or a decision by a public authority.

18.2 Notice and suspension

The prevented Party informs the other without delay. Performance of the affected obligations is suspended for the duration of the impediment.

18.3 Termination

If the impediment continues beyond thirty days, each Party may terminate the contract by written notice, without compensation. Amounts paid for Services not performed are refunded.

19. Governing law and disputes

19.1 Governing law

These Terms and the contract they govern are subject to French law, to the exclusion of any other law, including where the Customer is established outside France.

19.2 Amicable settlement

In the event of a dispute, the Parties undertake to seek an amicable solution before any legal action. The more diligent Party sends the other a written notice setting out the dispute. The Parties have thirty days from this notice to reach an agreement.

19.3 Mediation

The Parties may, by mutual agreement, submit their dispute to contractual mediation. Since the Services are reserved for businesses, the consumer mediation scheme does not apply.

19.4 Competent jurisdiction

Failing an amicable agreement, any dispute relating to the formation, interpretation, performance, or termination of the contract falls within the jurisdiction of the French courts, determined according to the rules of ordinary law.

20. Amendment of the terms and miscellaneous provisions

20.1 Amendment of the Terms

Prova may amend these Terms at any time. The conditions applicable to an Order are those in force on the day of that Order.

For the "Always Ready" subscription, any amendment is notified to the Customer at least thirty days before it takes effect. A Customer who does not accept the new conditions may cancel free of charge before they come into force. Failing that, they apply from the following monthly period.

20.2 Entire agreement

The Terms, supplemented where applicable by a tailored proposal, express the entire agreement of the Parties. They cancel and replace any earlier exchange, offer, or document on the same subject.

20.3 Severability

If a provision of the Terms is declared void, unlawful, or unenforceable, it is deemed unwritten. The other provisions retain their full force. The Parties endeavor to replace it with a valid provision pursuing the same economic objective.

20.4 No waiver

The fact that a Party does not rely on a breach by the other cannot amount to a waiver of the right to rely on it later.

20.5 Assignment of the contract

The Customer may not assign the contract without Prova's prior written agreement.

The Customer agrees in advance, within the meaning of Article 1216 of the French Civil Code, to the assignment of the contract by Prova to any entity that succeeds to its business, in particular in the event of a contribution, merger, or sale of the business, subject to being informed of it.

20.6 Subcontracting

Prova may entrust the performance of all or part of a Service to a subcontractor of its choice, bound by the same confidentiality obligations. Prova remains solely responsible for proper performance toward the Customer.

20.7 Notices

Unless otherwise stipulated, any notice is validly given by email, to admin@getprova.fr for Prova and to the address provided at the time of the Order for the Customer. Each Party keeps this address up to date.

20.8 Independence of the Parties

The Parties are independent contractors. The Terms create between them no company, no agency, no franchise, and no relationship of subordination.

20.9 Headings

The headings of the articles are indicative only and cannot be used to interpret the provisions they introduce.