General Terms and Conditions of Sale (GTC)

Version 1.3 — effective 20/10/2026

Article 1 — Purpose and scope

These General Terms and Conditions of Sale (hereinafter the “GTC”) govern the contractual relationship between NOVA PROSPECT, operating the akyras brand (hereinafter “akyras”), and any business customer (hereinafter the “Customer”) who orders or uses the products and services offered on the website https://akyras.com/ and its language versions.

akyras offers, in particular, business management solutions based on Dolibarr ERP/CRM, enhanced with specific modules and features, as well as installation, integration, hosting, configuration, maintenance and custom development services. These GTC apply in particular:

to subscriptions to hosted management solutions;
to installation, integration and migration services;
to licences and sales of software modules;
to development, configuration and customisation services;
to website creation and maintenance services, when ordered from akyras.

The characteristics, features, prices, special conditions and any limitations specific to each offer are set out on the website, in the ordering process or in the quotation accepted by the Customer.

These GTC apply to Customers acting exclusively in the course of their business activity. The Customer declares that it has the capacity and authority required to enter into the contract on behalf of its company.

akyras modules purchased on a third-party marketplace (in particular DoliStore) are subject to that platform’s terms of sale and refund policy. These GTC apply to them only with regard to the licence (Article 24) and support provided directly by akyras, insofar as they do not contradict the platform’s terms.

Articles 24 to 27 set out the specific conditions applicable to certain offers and, for those offers, prevail over the general provisions in the event of conflict. Special conditions expressly accepted in writing by akyras prevail over the GTC in the event of conflict.

Article 2 — Identification of the provider

The products and services are marketed under the akyras brand by:

NOVA PROSPECT, a limited liability company (LLC) under US law

Registered office: United States

Representative in the European Union (Article 27 GDPR): MOISSON Julien, 35 rue de la république 39400 Hauts de Bienne, France

Akyras – Email: contact@akyras.com

The website’s legal notice is available at https://akyras.com/mentions-legales-akyras/.

2. Description of Services

akyras offers solutions and services designed to facilitate the administrative, commercial, accounting and operational management of businesses. Depending on the offer subscribed to, the services may include in particular:

management of quotations, invoices, customers, products and stock;
accounting management and VAT monitoring features;
additional modules developed or marketed by akyras;
generation of electronic documents, in particular in Factur-X format when the corresponding feature is available;
hosting and maintenance of a management solution;
installation, configuration, migration and securing of an infrastructure;
customisation of the solution and integration of specific features;
technical support according to the level of service subscribed to.

The exact content of each offer is that described at the time of the order or in the accepted quotation. Commercial offers may include, in particular, a free Discovery offer for a period of one (1) year and paid offers, whose names and characteristics may change. The name of the offer, the features included, the usage limits, the price, the duration, the level of support and any options are those displayed at the time of the order or stated in the accepted quotation. The Customer is advised to keep the description of the offer subscribed to.

Certain features may depend on third-party software, external APIs, bank aggregation providers, payment platforms or other services independent of akyras. Unless otherwise agreed in writing, akyras does not guarantee the permanent availability of these third-party services or that their features, prices or access conditions will remain unchanged. This reservation does not release akyras from its own contractual obligations.

Article 4 — Ordering and formation of the contract

Orders may be placed online or by accepting a quotation, depending on the nature of the service. Before any paid subscription, the Customer is informed of the essential characteristics of the service, the applicable price, the commitment period, the billing frequency and the renewal conditions.

When ordering, the Customer provides its company name, billing address and business identification number (SIREN/SIRET or, for a Customer established outside France, its registration number or intra-EU VAT number). akyras may refuse or cancel an order placed without this information or by a person not acting in a professional capacity. The Customer is responsible for the accuracy of the information entered.

For services provided on the basis of a quotation, the contract is formed when the quotation is accepted by the Customer and any preconditions set out in that quotation are met. akyras may refuse or suspend an order where there is a legitimate reason, in particular in the event of suspected fraud, manifestly inaccurate information or duly established technical impossibility.

An order confirmation is sent to the Customer on a durable medium, in accordance with applicable legal obligations. Any order implies that the Customer has read and fully and unreservedly accepts these GTC. The GTC prevail over any other document issued by the Customer, including its own general terms of purchase or purchase orders, unless akyras has given its prior, express written agreement.

Article 5 — Prices and VAT

All prices are expressed in euros excluding tax, unless expressly stated otherwise.

NOVA PROSPECT is established in the United States and has no establishment in the European Union. For services and modules supplied to a business Customer established in the European Union, VAT is payable by the Customer under the reverse-charge mechanism (Article 196 of Directive 2006/112/EC; for a Customer established in France, Article 283-2 of the French General Tax Code). Invoices are issued excluding VAT and bear the mention “Reverse charge”. The Customer provides its intra-EU VAT number when ordering, if it has one. The Customer undertakes to provide accurate information and to report any change in its tax situation. If information provided by the Customer is incorrect or if the applicable tax regime so requires, akyras may issue a corrective invoice and claim the VAT legally due. If a tax reassessment is directly caused by inaccurate information or an omission attributable to the Customer, the Customer shall reimburse akyras, upon presentation of supporting documents and within the limits permitted by law, for the sums definitively charged to it in that respect.

For Customers established outside the European Union, tax treatment is determined according to the rules applicable to the service concerned. Any additional costs are communicated to the Customer before they are incurred.

Article 6 — Payment terms

Payment terms and the payment schedule are stated when ordering or in the accepted quotation. Unless otherwise agreed, subscriptions and module purchases ordered online are payable upon ordering; other invoices are payable within thirty (30) days of their date of issue, subject to applicable mandatory time limits.

Online payments may be made using the means offered on the website, such as Stripe or PayPal. Payment transactions are subject to the terms of the provider concerned. akyras does not directly store full payment card details when payment is processed by a specialised provider. No discount is granted for early payment.

In the event of late payment, late-payment penalties are automatically due from the day following the due date, without prior reminder, at a rate of three (3) times the statutory interest rate in force. A fixed indemnity for recovery costs of forty (40) euros is also due for each invoice paid late, without prejudice to additional compensation upon presentation of supporting documents where the costs incurred are higher.

In the event of non-payment, akyras may, after notification and a reasonable period to remedy the situation, except in cases of urgency or suspected fraud, suspend the services concerned until the sums due have been paid, within the limits permitted by law and provided that the measure is proportionate.

Article 7 — Subscription term and renewal

The billing frequency chosen by the Customer (monthly or annual) is stated at the time of the order, together with the corresponding price.

Monthly subscription. The monthly subscription has no minimum term. It is concluded for a period of one (1) month, automatically renewed each month until terminated by the Customer under the conditions of Article 8.

Annual subscription. The annual subscription is concluded for a fixed term of twelve (12) months, in return for the annual price displayed. At the end of this period, it is automatically renewed for successive periods of twelve (12) months, unless non-renewal is requested in accordance with Article 8.

Discovery offer. The free Discovery offer is granted for the period stated at registration. At the end of that period, it does not turn into a paid subscription without the Customer’s express subscription. Failing subscription, access may be restricted or closed, with data remaining retrievable under the conditions of Article 15.

Perpetual licences, one-off module purchases and services provided on the basis of a quotation are not subscriptions and remain subject to the conditions stated when ordering or in the quotation.

Article 8 — Termination and non-renewal

The Customer may request termination or non-renewal of its subscription via the customer area when a termination function is available there, or by email to contact@akyras.com. The request must make it possible to identify the Customer and the subscription concerned. akyras acknowledges receipt and indicates the scheduled end date.

Monthly subscription: termination may be requested at any time. It takes effect at the end of the current month already paid; no further instalment is charged.

Annual subscription: non-renewal may be requested at any time during the current period and must reach akyras at least thirty (30) days before the renewal date. It takes effect at the end of the annual period already paid. akyras sends the Customer, at least forty-five (45) days before the renewal date, a reminder stating the renewal date and the deadline for non-renewal. If this reminder has not been sent, the Customer may terminate the renewed subscription at any time, with effect at the end of the current month, and obtain a refund of the unused portion.

The end of a subscription does not give rise to a refund of the current period already paid, except under mandatory legal provisions, in the case provided for above or in the event of a contractual breach attributable to akyras. This article does not preclude early termination resulting from a written agreement, a sufficiently serious breach or a right provided for by law.

Article 9 — Changes to prices and services

akyras may change its offers and features for legitimate reasons, in particular technical, security or regulatory reasons or reasons related to changes in third-party services.

Any change to the price of a current subscription is notified to the Customer on a durable medium at least thirty (30) days before it applies. It does not apply retroactively to a period already paid. If the Customer refuses the new price, it may request the end of its subscription during the notice period, even if the ordinary deadline has passed; the subscription then ends at the end of the current period.

Security fixes and necessary updates may be deployed without notice when reasonably necessary. A change may not deprive the Customer of mandatory rights or substantially modify a paid service without complying with the contract and the law.

Article 10 — Withdrawal, refunds and payment disputes

The services are offered to business Customers acting in the course of their business. No general right of withdrawal applies to these contracts, subject to any applicable mandatory provisions, in particular in the situations referred to in Article L. 221-3 of the French Consumer Code for certain off-premises contracts concluded between professionals.

Except under mandatory legal provisions, in the cases provided for in Articles 8 and 25, with akyras’s written agreement or in the event of non-performance attributable to akyras justifying a refund, sums corresponding to a contractual period that has begun or to a module that has been delivered are not refunded solely on the grounds of:

early termination at the Customer’s initiative;
non-use of the service;
partial use of the features;
failure to request non-renewal within the prescribed period, subject to Article 8;
incompatibility with the Customer’s technical environment, where the prerequisites had been communicated before the order.

Before subscribing, the Customer is advised to check that the service meets its needs and that its technical environment meets the stated prerequisites. These provisions do not deprive the Customer of the rights it enjoys under mandatory legal provisions.

In the event of a disagreement about a payment, the Customer is invited first to send a complaint to contact@akyras.com in accordance with Article 21, without this limiting its legal rights or its remedies with its bank. Where a payment dispute appears manifestly unfounded or fraudulent, akyras may, after notification where circumstances permit, suspend the services concerned and claim the sums contractually due together with the actual, substantiated recovery costs, within the limits permitted by law. No fixed handling fee is charged solely because of a dispute.

Article 11 — Customer’s obligations and liability

The Customer undertakes to:

provide accurate and up-to-date information;
use the services in accordance with their intended purpose, applicable regulations and these GTC;
keep its login credentials confidential and control the access granted to its users;
hold the necessary rights to the data and documents it imports or processes;
respect the intellectual property rights of akyras, its licensors and third parties;
maintain a compatible technical environment where this obligation falls to it.

The Customer remains responsible for operations carried out from its account and for managing its users’ permissions, except where a fault is attributable to akyras. The software services are management support tools and do not replace the advice of a chartered accountant, a lawyer or any other competent professional.

The Customer remains responsible for its management decisions and must check, before validation, issue or transmission, the accuracy of the data entered, the documents produced, the VAT rates, the accounting entries and the configured settings. It is responsible for complying with its tax, accounting and reporting obligations, including returns and payments due to the authorities. akyras does not guarantee that general-purpose software meets all of the Customer’s specific business rules, unless akyras has accepted a precise written commitment.

Article 12 — Hosting, availability, maintenance and security

akyras implements reasonable means, appropriate to the nature of the services, to ensure their operation, security and availability in accordance with the commitments subscribed to.

Unless otherwise stated in the offer or contract, the solutions hosted by akyras and their backups are hosted in the European Union.

The services may be subject to temporary interruptions for maintenance, updates, fixes, security or technical intervention. Where reasonably possible, significant interruptions are announced in advance.

Security measures may include access management, strong authentication, logging, backups and infrastructure protection. The frequency and retention period of backups, the restoration procedures, support and any availability commitment are those specified in the offer or contract concerned. Unless otherwise agreed in writing, neither permanent availability nor restoration without data loss is guaranteed. The Customer remains responsible for keeping, where possible, an independent copy of the data essential to its business. As no infrastructure can be entirely risk-free, akyras does not promise the total absence of incidents.

Article 13 — Suspension and termination for breach

In the event of a breach by the Customer of its obligations, in particular non-payment, fraudulent use, a security breach or unlawful use of the services, akyras may take the proportionate measures necessary to protect its systems, its customers and its legitimate interests.

Where circumstances permit, akyras notifies the Customer of the breach and grants it a reasonable period to remedy it. In the event of an immediate security risk, suspected fraud or manifestly unlawful use, a precautionary suspension may take place without notice, to the extent necessary to protect the systems or persons concerned.

In the event of a sufficiently serious breach not remedied within the stated period, akyras may terminate the contract under the conditions provided for by law and these GTC. Suspension or termination does not release the Customer from paying the sums due for the services provided, subject to the rights and remedies provided for by law.

6. Intellectual property

The software, modules, developments, interfaces, brands, logos, texts, documentation and other protected elements marketed or made available by akyras are the property of akyras or its licensors, which retain all rights therein. akyras holds the rights necessary to grant the Customer the right to use them. Subscribing to a subscription or purchasing a licence confers only the rights of use expressly provided for by the offer or licence concerned.

Unless prior written authorisation has been given or the law provides otherwise, the Customer may not, in particular, reproduce, resell, distribute, sub-license or make available to third parties the protected elements of akyras or its licensors beyond the rights granted. Third-party software, in particular Dolibarr, remains subject to its respective licences. Where a module is distributed under a free or open-source licence, that licence prevails as regards the rights it confers.

The Customer retains its rights to its data, documents and content and authorises akyras to process them solely for the performance of the contract. Specific developments are governed by the quotation or Article 26.

Article 15 — Customer data and reversibility

The Customer retains its rights to its data and content, subject to any third-party rights. During the contract, it is responsible for their quality, accuracy, lawfulness and backup where it has the necessary means.

At the end of the contract, the Customer may request the return of its data in a standard format, such as CSV or, where technically applicable, a database export (SQL dump). The request must be sent within thirty (30) days of the end of the contract. The procedures, time limits, formats and any migration assistance fees are those stated in the offer or contract. Any migration or assistance not included may be subject to a quotation.

After this period, akyras may delete the environment and the data, subject to legal retention obligations and the rules of the privacy policy. Before the end of the contract, the Customer must ensure that it has requested and checked the return of the data necessary for the continuation of its business. This article does not limit the return or erasure obligations provided for by the GDPR.

Article 16 — E-invoicing and Factur-X

akyras may offer features for generating, checking, downloading, preparing or transmitting electronic invoices, in particular in Factur-X format when this feature is included in the offer. Factur-X combines a human-readable PDF with structured XML data.

Generating a file or an invoice in Factur-X format does not, in itself, mean that the invoice has been transmitted via an accredited platform, received by its recipient or that all of the Customer’s legal obligations have been met. Where regulations require the use of an accredited platform or a particular system, the Customer must subscribe to or designate the appropriate solution and check that the akyras offer and the interconnections actually available meet its needs.

Unless expressly stated in writing, akyras does not present itself as an accredited platform and guarantees neither the registration of a third party nor the availability of its interfaces. The Customer remains responsible for the accuracy of invoices, its tax settings and compliance with its obligations, without prejudice to akyras’s own obligations.

Article 17 — Invoices issued by akyras

akyras makes available the invoices corresponding to the services invoiced in accordance with applicable legal obligations. Where a particular format is available, it may be used in accordance with the announced procedures. Making an invoice available does not, in itself, guarantee the deductibility of VAT by the Customer or compliance with its own tax obligations.

9. Protection of personal data

akyras processes personal data in accordance with the GDPR and applicable regulations. The privacy policy, available on the website, specifies the processing for which akyras is the controller.

Where the Customer determines the purposes and means of processing personal data via the services, it acts as controller; akyras acts as processor insofar as it processes such data on the Customer’s behalf. Annex 1 constitutes the data processing agreement applicable in that case. The Customer warrants that it has a legal basis and has provided the required information to the data subjects. The respective roles may differ depending on the processing concerned.

Article 19 — Liability

akyras performs its obligations in accordance with the contract and applicable legal provisions. The Customer remains responsible for its decisions and for the use of the results produced by the software.

Within the limits permitted by law, akyras is not liable for indirect losses such as loss of turnover, margin, business opportunity or customers or damage to reputation, nor for damage resulting from a fault of the Customer, a non-compliant IT environment, independent third-party software or services or an event of force majeure. These exclusions do not apply insofar as they would be prohibited by law or would deprive an essential obligation of akyras of its substance.

Subject to the same reservations, akyras’s total liability, for all causes and losses combined, is capped:

for a subscription, to the amount excluding tax actually paid by the Customer for that service during the twelve (12) months preceding the event giving rise to the claim;
for a licence or a one-off module purchase, to the price excluding tax paid for the module concerned;
for a service provided on the basis of a quotation, to the price excluding tax paid for the service concerned.

These caps do not apply in the event of wilful misconduct, gross negligence where the law so requires, personal injury, breach of an obligation for which liability cannot be limited, or in any other case where a limitation is prohibited by law. The Customer must take reasonable steps to mitigate its loss.

10. Force majeure

Neither party may be held liable for any delay or failure to perform resulting from an event meeting the criteria of force majeure within the meaning of Article 1218 of the French Civil Code. The party invoking such an event shall inform the other party as soon as possible and take reasonable measures to limit its consequences.

Where the impediment is temporary, performance of the obligations concerned is suspended under the conditions provided for by law. Where the impediment becomes permanent or legally justifies termination of the contract, the consequences are determined in accordance with the applicable provisions.

Article 21 — Complaints and amicable settlement

Any complaint may be sent to contact@akyras.com, stating the Customer’s identity, the order reference and the difficulty encountered. akyras acknowledges receipt and the parties endeavour to seek an amicable solution within a reasonable time. This step does not deprive either party of the right to bring the matter before the competent court or to seek urgent relief.

The Customer must, as far as possible, promptly report any malfunction so that it can be diagnosed and its consequences limited.

11. Applicable law and disputes

These GTC and the contracts they govern are subject to French law, excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980). Failing an amicable resolution under the conditions of Article 21, disputes shall be settled as set out below.

ANY DISPUTE RELATING TO THE FORMATION, INTERPRETATION, PERFORMANCE OR TERMINATION OF THE CONTRACT SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COURTS HAVING JURISDICTION OVER HAUTS-DE-BIENNE (FRANCE), INCLUDING IN THE CASE OF SUMMARY PROCEEDINGS, THIRD-PARTY CLAIMS OR MULTIPLE DEFENDANTS. THE CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS CLAUSE AND EXPRESSLY ACCEPTS IT.

This clause does not apply where the applicable law prohibits it; the statutory rules on jurisdiction then apply.

Article 23 — Amendments to the GTC

akyras may amend these GTC to take account of legal, regulatory, technical or commercial developments. Each version bears a number and an effective date. The version applicable to an order is the one communicated and accepted when the contract was concluded.

For a current subscription, a substantial amendment is notified on a durable medium at least thirty (30) days before it applies, unless the amendment is immediately required by law or necessary for security. In the event of an unfavourable substantial amendment, the Customer may end its subscription before it takes effect, even if the ordinary deadline has passed; the subscription then ends at the end of the current period. Amendments may not retroactively remove acquired rights or infringe mandatory provisions.

Article 24 — Licences and sales of software modules

Unless otherwise stipulated in the offer or the attached licence, the purchase of a module grants the Customer a non-exclusive, non-transferable and non-sublicensable licence, for the internal needs of its legal entity, on one (1) production Dolibarr instance. A test or pre-production instance not used for production purposes is permitted. Any use on an additional production instance, for another entity or in a separate environment requires an additional licence.

The term of the licence is that stated in the offer; for a one-off purchase, it is perpetual for the version acquired, subject to compliance with the licence. The module is delivered electronically after payment of the price, by download and, where applicable, with a licence key.

Unless otherwise stated, technical support and updates are included for twelve (12) months from delivery. Thereafter, they may be subject to a paid renewal; the module remains usable in the latest version obtained. Support covers compliant use of the module and does not include specific developments, training or the resolution of incidents caused by the Customer’s environment or third parties, unless agreed in writing.

The prerequisites (compatible Dolibarr and PHP versions, required third-party services, accounts or contracts to be taken out by the Customer) are stated on the module’s product page on the date of purchase. The Customer must check them before ordering. akyras does not guarantee compatibility with versions not stated, code modifications, third-party modules or non-compliant environments.

Rights arising under an applicable free licence are reserved. In the event of non-compliant use, akyras may request that the situation be brought into compliance and, in the event of a persistent serious breach, suspend the licence under the conditions of Article 13.

Article 25 — Bank synchronisation modules and services

25.1 Third-party aggregators. The bank synchronisation and reconciliation modules rely on aggregation services provided by independent third-party providers authorised to access account information. Unless expressly stated otherwise, akyras does not act as a bank or as a payment service or account information service provider, and does not receive the Customer’s banking credentials.

25.2 Production access at the Customer’s expense. Except where the akyras offer expressly includes the bank connection (Article 25.4), production use of a bank synchronisation module requires the Customer to have production access with a compatible aggregator listed on the module’s product page. Some aggregators reserve their production contracts for software publishers or “enterprise” plans, or have closed new registrations. Before ordering, the Customer checks that it has such access or can obtain it. Aggregation fees are separate from the price of the akyras licence and are governed by the terms of the provider concerned.

25.3 Aggregator access guarantee. If, within fourteen (14) days of delivery of a bank synchronisation module purchased on akyras.com, the Customer demonstrates in writing (in particular through the aggregator’s response) that it cannot obtain production access with any of the compatible aggregators despite its efforts, and akyras does not offer it an alternative connection solution that it accepts, akyras will refund the full price of the module. The Customer then undertakes to uninstall the module and delete all copies; the licence ends on the date of the refund.

25.4 Bank connection provided by akyras. Where the offer so provides, akyras may provide the Customer with bank access through its own contract with an aggregator. The price, term, number of accounts or connections included and the aggregator concerned are stated in the offer. The Customer accepts the aggregator’s terms of use presented to it when connecting its accounts. If the aggregator ceases or substantially modifies its service, akyras informs the Customer, seeks a replacement solution and, failing that, ends the connection service and refunds the unused portion of the period paid.

25.5 Operation. Availability depends in particular on the aggregator, the bank, the type of account and the authorisations granted. No compatibility with a specific bank or account is guaranteed unless confirmed in writing in advance. Bank access consent is time-limited and must be renewed periodically by the Customer with its bank. Refresh times depend on the provider and the bank. Automated reconciliation features are management aids: the Customer configures and checks the rules, then validates the accounting entries.

If a provider or bank modifies, suspends or ceases its service, akyras may seek an alternative solution where one is technically and commercially reasonably available, without guaranteeing that an equivalent solution exists. This does not limit the Customer’s rights in the event of non-performance attributable to akyras.

Article 26 — Custom development, installation and integration

Services are performed on the basis of the quotation and, where applicable, the accepted specifications. Unless an obligation to achieve a specific result is expressly stipulated, akyras is bound by an obligation of means (best-efforts obligation). Deadlines are indicative unless a firm date is stated in the quotation. The Customer provides the necessary information, access, content and approvals in good time and makes a verified backup of its data and environment before any intervention.

Upon delivery, the Customer has ten (10) working days to test the service and report in writing any apparent and substantiated deviations from the quotation. In the absence of reservations within this period, the service is deemed accepted for apparent deviations that could reasonably have been detected during testing; this acceptance does not deprive the Customer of mandatory rights concerning latent defects.

For three (3) months following acceptance, akyras corrects reproducible anomalies of non-conformity with the quotation that are reported to it, excluding enhancements, misuse, third-party intervention, changes in environment or third-party software.

Unless otherwise stipulated in the quotation, akyras or its licensors retain the intellectual property rights in the developments carried out, and akyras grants, after full payment, a non-exclusive, non-transferable and perpetual right of use for the Customer’s internal needs. The pre-existing tools, libraries, methods and elements of akyras or its licensors remain their property.

Article 27 — Website creation and maintenance

The quotation specifies the scope of the services, the deliverables, the domain name, and the hosting and maintenance included. Unless otherwise specified, the domain name is registered in the Customer’s name, and the Customer remains its holder subject to payment of the corresponding fees and the registrar’s rules.

The Customer supplies the texts, images, logos and content and warrants that it holds the necessary rights and that their use is lawful. It remains responsible for the legal notice, cookies, forms, published content and the compliance of its website with applicable regulations, unless a specific service has been expressly entrusted to akyras.

Themes, plugins, fonts, images and other third-party elements remain subject to their licences. Unless a precise written commitment is given, akyras is bound by an obligation of means as regards search engine optimisation, performance and the commercial results of the website.

Article 28 — Confidentiality

Each party undertakes to keep confidential the non-public information of the other party to which it has access in connection with the contract (technical, commercial and financial information, data) and to use it only for the performance of the contract. This obligation applies for the term of the contract and for five (5) years after its end. It does not apply to information that has entered the public domain through no fault of the receiving party, that was already known to it, that was lawfully obtained from a third party, or whose disclosure is required by law or by an authority.

Article 29 — Evidence, quotations, subcontracting and assignment

Email exchanges, order confirmations, actions performed from the customer area and technical logs may be used as evidence, subject to their reliability and integrity and to proof to the contrary. Unless otherwise stated, quotations are valid for thirty (30) days from their issue.

akyras may use subcontractors to perform all or part of the contract and remains responsible for its contractual obligations towards the Customer. Where personal data are processed on the Customer’s behalf, the use of sub-processors is governed by Annex 1 and the GDPR.

The Customer may not assign the contract without akyras’s prior written consent. akyras may transfer the contract to an entity that takes over all or a substantial part of the business concerned, provided that it informs the Customer and preserves the Customer’s mandatory rights.

Article 30 — Language and final provisions

These GTC are drafted in French. Any translations offered on the language versions of the website are provided for information purposes only; in the event of any discrepancy, the French version prevails.

If any provision is declared null and void or unenforceable, the other provisions remain in force insofar as the contract can subsist without it. akyras’s temporary failure to rely on a provision does not constitute a waiver.

These GTC, supplemented where applicable by the quotation, the order, the licence, the accepted special conditions and Annex 1, constitute the applicable contractual framework. In the event of conflict, special conditions expressly accepted in writing prevail within their scope.

12. Contact

Annex 1 — Data Processing Agreement (Article 28 GDPR)

This annex applies where akyras processes personal data on behalf of the Customer. For such processing, the Customer is the controller and akyras acts as processor, except where the roles differ for a specific processing operation. The provisions below supplement the GTC and Article 28 GDPR.

1. Subject matter, nature, purposes, duration, data and data subjects. The purpose of the processing is to provide the services subscribed to (hosting, maintenance, support, synchronisation or other functions ordered). Depending on the service, it consists of hosting, consulting, organising, backing up, transmitting, restoring or deleting the data necessary for its performance. The purposes are the performance of the contract, support and service security. The categories of data may include identification and contact data, customer and supplier data, billing data, accounting data, employee or user data and, if the Customer activates a corresponding function, data relating to bank transactions. Data subjects may be the Customer’s employees and users, customers, prospects, suppliers and contacts. The processing lasts for the term of the contract and until the data are returned or deleted in accordance with Article 15, subject to legal retention obligations.

2. Instructions. akyras processes the data only on documented instructions from the Customer, consisting of the contract, the service settings and the Customer’s written requests, unless required otherwise by law. If akyras considers that an instruction infringes the GDPR or another applicable provision, it informs the Customer to the extent permitted by law.

3. Confidentiality and authorised persons. akyras ensures that persons authorised to process the data are bound by an appropriate obligation of confidentiality and access the data only to the extent necessary for their duties.

4. Security. akyras implements technical and organisational measures appropriate to the risk, which may include access control, strong authentication, permission management, infrastructure protection measures, logging and backups depending on the offer. The level of security and the measures actually applied depend on the nature of the service subscribed to and are reassessed when necessary.

5. Sub-processors. The Customer gives general authorisation for the use of the sub-processors necessary for the performance of the service (in particular the infrastructure hosting provider and, if the Customer activates bank synchronisation, the bank aggregator). akyras makes the up-to-date list available on request and informs the Customer of any intended addition or replacement within a reasonable time, in principle thirty (30) days before it takes effect where possible, so that the Customer can raise a reasoned objection. akyras imposes appropriate data protection obligations on its sub-processors and remains liable to the Customer in accordance with the GDPR.

6. Data subject rights. Taking into account the nature of the processing, akyras assists the Customer, insofar as possible and through appropriate technical and organisational measures, in responding to requests from data subjects to exercise their rights. The Customer remains responsible for responding to such requests, unless akyras has its own legal obligation.

7. Personal data breaches. akyras notifies the Customer of any personal data breach of which it becomes aware without undue delay and at the latest within forty-eight (48) hours of becoming aware of it, and provides the information reasonably available to enable the Customer to meet its own obligations.

8. Assistance and compliance. Taking into account the nature of the processing and the information available to it, akyras assists the Customer in complying with obligations relating to security, data breaches, impact assessments and prior consultations, insofar as this falls within its role as processor. This additional assistance may be invoiced where it exceeds the support included, unless the law provides otherwise.

9. End of contract and audits. At the end of the service, akyras returns or deletes the data according to the Customer’s instructions and the procedures of Article 15, subject to legal retention obligations. akyras makes available the information reasonably necessary to demonstrate compliance with the obligations of this annex. An audit may be requested no more than once a year, with thirty (30) days’ written notice, at the Customer’s expense, by an independent auditor bound by an obligation of confidentiality, during business hours and according to agreed procedures so as not to compromise the security of the systems, trade secrets or the rights of other customers. Audits are limited to what is necessary and may be replaced by equivalent documents or certificates where these reasonably make it possible to verify compliance.

10. Location and transfers. In accordance with Article 12, the data are hosted in the European Union, unless otherwise stated in the offer or contract. As akyras is operated by a company established in the United States, access to the data by akyras or on its behalf from outside the European Economic Area constitutes a transfer within the meaning of the GDPR. This transfer is governed by the standard contractual clauses adopted by the European Commission (Implementing Decision (EU) 2021/914, Module 2: controller to processor), which the parties conclude by accepting these GTC and which prevail over this annex in the event of conflict. The Customer may request the available information on the hosting locations and the sub-processors concerned.

General Terms and Conditions of Sale (GTC) – akyras