General Terms of Services

1-Preamble

1.1 These general terms of service (the "GCS") apply to all Services provided by the company GRIMP, a simplified joint-stock company (société par actions simplifiée) with a share capital of €1,190.20, whose registered office is located at 1 rue Saint-Julien, 44000 Nantes, registered with the Nantes Trade and Companies Register under number 894 974 450, and/or by its affiliates within the meaning of Article L. 233-3 of the French Commercial Code (the "Company" or "Grimp"), to professional clients (the "Partner"). The Company and the Partner are collectively referred to as the "Parties" and individually as a "Party".

1.2 The GCS are provided to the Partner prior to any Order, in accordance with Article L. 441-1 of the French Commercial Code, and are accessible at any time on the website www.grimp.io.

1.3 They are written in French, which shall be the only authentic version, and prevail over any document issued by the Partner, subject to the provisions of the Order.

1.4 Catalogs, commercial documents, and advertising materials have no contractual value.

1.5 The invalidity of any provision shall not affect the validity of the others. The failure of a Party to enforce any provision shall not constitute a waiver of its right to enforce it subsequently.

2-Definitions

Terms beginning with a capital letter, whether in the singular or plural, have the following meanings:

• Support : the initial setup of the Software as described in the Order (kick-off meeting, standard configuration, onboarding training).
• Administrator : the Partner's contact person authorized to manage the use of the Services on its behalf, including by assigning access rights.
• Anomaly : any reproducible malfunction of the Software that does not conform to its documentation and that disrupts or interrupts the delivery of the Service.
• Critical Anomaly : an Anomaly that makes it impossible to use the entire Software.
• Major Anomaly : an Anomaly that makes it impossible to use a main feature, with no workaround available.
• Minor Anomaly : any other Anomaly.
• Learner : any person in training with the Partner, authorized by the latter to access the Software.
• Order : the Commercial Agreement signed by the Parties or, failing that, the quote accepted by the Partner.
• Agreement : all contractual documents referred to in Article 3.
• Commercial Agreement : the specific terms agreement signed, where applicable, between the Company and the Partner.
• Start Date : the date of the kick-off meeting or, if it occurs earlier, the date thirty (30) days after the formation of the Agreement.
• Data : data of any type belonging to the Partner and which it makes accessible to the Company solely within the framework of the processing implemented by the Software. The Data is and remains the property of the Partner.
• Software : the standard software solution published by Grimp and provided in SaaS mode through a subscription, in its version in force at any given time, as well as its documentation.
• Authentication Means : the process specific to each user allowing them secure and personal access to the Software (username and password, SSO, etc.).
• Services : all services provided by Grimp in SaaS mode under the Agreement, as listed in the Order.
• User : any member of the Partner's teams holding a user license, as opposed to read-only licenses.

3-Contractual documents

The Agreement consists of the following documents, in descending order of priority: (1) the Commercial Agreement, if applicable; (2) the quote; (3) these GTCs and their appendices; (4) invoices. These documents constitute the entire agreement between the Parties and supersede any prior exchange or agreement relating to the same subject matter. The Partner's general terms and conditions of purchase are expressly excluded.

4-Formation and acceptance of the contract

4.1 The Agreement is formed by the signing of the Commercial Agreement by both Parties or, failing that, by the Partner's acceptance of the quote (signature, including electronic, or written approval). This signature or acceptance constitutes unconditional acceptance of these GTCs, which the Partner acknowledges having received before committing.

4.2 Subject to the right to change providers provided for in Article 6 bis, any cancellation or modification of an Order by the Partner requires the written agreement of the Company. In the event of an accepted cancellation, any sums paid shall remain the property of the Company, without prejudice to compensation for costs incurred.

4.3 The Partner agrees to designate an Administrator and a single point of contact for deployment, to provide the necessary information, Data, and access for startup in a timely manner, and to participate in the kickoff meeting within thirty (30) days following the formation of the Agreement. Any delay attributable to the Partner shall not postpone the Start Date or the billing deadlines.

4.4 The Parties agree that the electronic signature of the Order, in accordance with Articles 1366 et seq. of the Civil Code, has the same legal value as a handwritten signature.

5-Grimp's raison d'être

Grimp's primary goal is to pursue social utility through access to employment. Its purpose is to make employment accessible to everyone, particularly by promoting the professional integration of learners, inclusive recruitment, and social cohesion within regions.

6-Duration

6.1 The subscription runs from the Start Date for the initial duration indicated in the Order or, failing that, for a period of twelve (12) months. At the end of the initial duration, it is tacitly renewed for successive periods of twelve (12) months, unless terminated by either Party by registered letter with acknowledgment of receipt sent at least three (3) months before the expiry date. Any early termination by the Partner, excluding serious breach by the Company and excluding a change of provider, shall give rise to the indemnity provided for in Article 6 bis.6.

6.2 The Company may suspend all or part of the Services, without compensation, in the event of non-payment under the conditions of Article 12.4, in the event of non-compliant use of the Software by the Partner, its Users or its Learners, or in the event of a security risk to the Software. Suspension does not deprive the Partner of the ability to export its Data.

6.3 Upon expiration of the Agreement, the Partner shall cease all access to the Software and return or destroy any documentation and items belonging to the Company. Partner Data shall be processed in accordance with Article 16.

6.4 The expiration or termination of the Agreement does not release the Partner from any outstanding sums due.

6 bis - Changing Providers and Data Portability (Data Act)

6 bis.1 Partner's right. In accordance with Chapter VI of Regulation (EU) 2023/2854 of December 13, 2023 ("Data Act"), the Partner may at any time, including during the initial term, request to change providers, transfer its Data to its own infrastructure, or obtain its deletion. It shall notify its request to the Company by registered letter with acknowledgment of receipt or by email with acknowledgment of receipt. The Contract ends upon the expiration of a two (2) month notice period from this notification, followed by the transition period provided for below.

6 bis.2 Transition period. At the end of the notice period, a transition period of thirty (30) calendar days begins, during which the Company continues to provide the Services under the conditions of the Contract, reasonably assists the Partner and, if applicable, the new provider designated by it, and ensures the continuity of the Service. If this period is technically unfeasible, the Company will inform the Partner within fourteen (14) business days following the request with justification, and will propose a longer transition period, which may not exceed seven (7) months. The Partner may extend the transition period once if it deems it necessary.

6 bis.3 Exportable data. Exportable Data includes data entered, imported, or generated by the Partner, its Users, and its Learners in the Software, including contacts, companies, applications, offers, activity history, and uploaded documents. It is provided in a structured, commonly used, and machine-readable format (e.g., CSV or JSON), via the Software's export tools or API. Excluded are elements subject to the Company's intellectual property rights or trade secrets, including source code, algorithms, artificial intelligence models, and their parameters.

6 bis.4 Retrieval and deletion. At the end of the transition period, the Partner has a period of thirty (30) calendar days to retrieve its Data. Upon expiration of this period, and provided that the transfer has been successfully completed, the Company will permanently delete the Data, unless there is a legal obligation to retain it, and will inform the Partner accordingly.

6 bis.5 Fees. No fees are charged to the Partner for changing providers or exporting its Data via the Software's standard tools. Any specific service requested by the Partner beyond these tools (notably the transformation of Data into a format specific to another provider or custom migration development) will be subject to a prior quote.

6 bis.6 Early termination indemnity. When the Contract ends before the end of the initial term, pursuant to this article or Article 6.1, the Partner is liable for an early termination indemnity equal to the sum of: (i) the reimbursement of discounts appearing in the Order and granted in exchange for the multi-year commitment, calculated over the period elapsed since the Start Date; and (ii) 30% of the subscription fees remaining until the end of the initial term. The Parties acknowledge that this indemnity is proportionate, that it compensates for the pricing advantage granted in exchange for the commitment and the costs incurred by the Company for deployment, and that it does not constitute an obstacle to changing providers. It does not constitute switching costs within the meaning of Article 6 bis.5. Fees paid in advance for the remaining period will be deducted from this indemnity.

7 - Termination for Breach

In the event of a serious breach by one of the Parties of its obligations, which is not remedied within thirty (30) days following a formal notice sent by registered letter with acknowledgment of receipt, the other Party may terminate the Contract by operation of law, without prejudice to any damages it may claim within the limits of Article 17. Failure to pay by the Partner constitutes a serious breach. The exercise by the Partner of its right to change providers does not constitute a breach.

8 – License of Use

8.1 Grimp grants the Partner, for the duration of the Contract, a personal, non-exclusive, non-assignable, and non-transferable right to access and use the Software in SaaS mode, solely for its internal needs and within the limits of the subscribed licenses.

8.2 The Partner is strictly prohibited from making the Software available to third parties, reproducing, adapting, modifying, translating, decompiling, or extracting elements from it, as well as using it to develop a competing product.

8.3 Any use exceeding the subscribed licenses or volumes will be billed at the rates in effect. The Company may verify compliance with subscribed volumes by any technical means.

8.4 The Software, its documentation, its interfaces, and all elements provided by the Company remain its exclusive property.

8 bis – Software Evolution

8 bis.1 The Software is a standard SaaS solution, common to all of the Company's clients. The Company may freely evolve the Software (adding, modifying, replacing, or removing features, changing the interface, or changing technical subcontractors), provided that the core features of the Software described in the Order remain available.

8 bis.2 New features or modules developed by the Company may, at its discretion, be included in the subscription or offered as a paid option.

8 bis.3 Any request for specific functionality or custom development will be subject to a quote. The Company remains free to accept or refuse any such request.
8 bis.4 The Software's artificial intelligence features (notably matching and CV analysis) are intended as decision-support tools. Their results are provided for informational purposes only and must be verified by a human. Any decision regarding a candidate or a Learner is the sole responsibility of the Partner. The Company does not guarantee the accuracy or completeness of these results.

9 – Service Levels

9.1 The Company provides hosting, operation, and maintenance for the Software and implements reasonable measures to ensure its availability and proper functioning, in accordance with the terms of Appendix 1. The Company is bound by an obligation of means.

9.2 The service levels in Appendix 1 are objectives; failure to meet them shall not give rise to penalties or termination, except in the event of a serious and repeated breach under the conditions of Article 7.

9.3 The Company is not responsible for malfunctions originating from the Partner's information system, equipment, or connection, or from the Internet network.

9.4 It is the Partner's responsibility to perform regular exports of its Data and to verify the results obtained.

9.5 The Partner warrants that the Data it processes via the Software is lawful and indemnifies the Company against any third-party claims in this regard.
9.6 The Partner is solely responsible for the content of the communications (emails, SMS) it sends via the Software and for their compliance with applicable regulations, particularly regarding commercial prospecting and obtaining recipient consent. It indemnifies the Company against any claims in this regard.

10 – Access and Users

10.1 The Authentication Means are provided to the Partner after the kickoff meeting. The Partner is solely responsible for their safekeeping, confidentiality, and distribution.

10.2 Any access made using the Authentication Means of the Partner, its Users, or its Learners shall be deemed to have been performed by the Partner, who is responsible for their actions.

10.3 Any activation of new Services, licenses, packages, or options by an Administrator shall be deemed ordered by the Partner and invoiced at the rates in effect.

10.4 The Company has no contractual relationship with the Learners and is not responsible for the relationship between the Partner and them.

11 – Security

11.1 The Company implements technical and organizational measures in accordance with state-of-the-art standards to ensure the security of the Software and the Data.

11.2 In the event of a security incident or alert, the Company may suspend all or part of the access without prior notice or compensation. It shall inform the Partner as soon as possible.

11.3 The Partner shall implement an appropriate security policy within its organization and train its staff.

12 – Financial terms

12.1 Invoicing. The subscription is invoiced annually and in advance, on the Start Date and then on each anniversary date. Options and packages subscribed to during the period are invoiced on a pro rata temporis basis until the next anniversary date. Ad-hoc services are invoiced upon ordering.

12.2 Price. Prices are those indicated in the Order. They are exclusive of taxes; VAT and any applicable taxes are to be borne by the Partner.

12.3 Payment. Invoices are payable within thirty (30) days from their date of issue, by bank transfer. No set-off or deduction may be made by the Partner without the prior written agreement of the Company.

12.4 Late payment. In accordance with Article L. 441-10 of the French Commercial Code, any late payment shall automatically result, without prior formal notice, in the application of late payment penalties equal to three (3) times the legal interest rate, as well as a fixed indemnity for recovery costs of forty (40) euros. Furthermore, in the event of non-payment fifteen (15) days after a formal notice has remained ineffective, the Company may suspend access to the Services until full payment is received, without such suspension releasing the Partner from its payment obligations.

12.5 Price adjustments. Unless otherwise stipulated in the Order, the Company may adjust its rates on each anniversary of the Start Date as well as upon each renewal. The new rates shall be notified to the Partner in writing (including by email) at least sixty (60) days before they take effect. A Partner who rejects the new rates may terminate the Agreement, without penalty or early termination indemnity, effective on the date the new rates take effect, by sending a registered letter with acknowledgment of receipt before that date. Failing this, the new rates shall be deemed accepted.

12 bis – SMS credit and marketing contact packages

12 bis.1 SMS credits. The SMS credit plan indicated in the Order is subscribed for the duration of the subscription and renewed under the same conditions. One credit corresponds to sending a 160-character SMS to one recipient; a longer message or one containing certain special characters may consume multiple credits. Any subscription or increase during the period is billed pro rata temporis until the anniversary date, and the number of credits allocated is calculated in the same proportion. Credits not consumed by the anniversary date are neither transferable nor refundable. In the event the plan is exhausted, the Partner may subscribe to a higher plan under the same conditions; otherwise, the sending of SMS is suspended until the anniversary date.

12 bis.2 Marketing contacts. A marketing contact is a contact registered in the Software and reachable via its marketing communication features (email sequences, campaigns, newsletters, and automations). Unsubscribed contacts, those without a valid email address, or archived contacts are not counted. The plan indicated in the Order corresponds to the maximum number of marketing contacts that can be reached simultaneously. In the event of an overage, the Partner may subscribe to a higher plan, billed pro rata temporis until the anniversary date; otherwise, the excess contacts cannot be included in marketing communications. The marketing contact plan entitles the user to send a maximum number of marketing emails per calendar month equal to ten (10) times the number of marketing contacts in the subscribed plan. Once this limit is reached, the sending of marketing emails is suspended until the following month, unless a higher plan is subscribed to under the conditions above.

12 bis.3 Reduction. Plans may only be reduced effective from the anniversary date, upon written notice sent at least thirty (30) days prior to that date.

13 – Personal Data

13.1 The Parties shall comply with applicable regulations, in particular Regulation (EU) 2016/679 ("GDPR") and Law No. 78-17 of January 6, 1978, as amended.

13.2 For processing carried out under the Agreement, the Partner is the data controller and the Company acts as a data processor within the meaning of Article 28 of the GDPR. In this capacity, the Company:

• processes the data only on documented instructions from the Partner, with the Agreement constituting such instructions;
• ensures that persons authorized to process the data are subject to a confidentiality obligation;
• implements appropriate security measures;
• uses the sub-processors listed in Annex 3, which the Partner generally authorizes; the Company shall inform the Partner of any changes, and the Partner shall have fifteen (15) days to submit a reasoned objection;
• assists the Partner, to the extent reasonable, in responding to requests to exercise rights and in complying with its obligations regarding security and impact assessments; any assistance exceeding normal usage may be invoiced;
• notifies the Partner of any data breach as soon as possible after becoming aware of it;
• deletes the data upon termination of the Agreement, under the conditions set forth in Article 16;
• makes available to the Partner the information necessary to demonstrate compliance with its obligations. Audits are limited to one (1) per year, with thirty (30) days' notice, conducted by an independent auditor that is not a competitor of the Company, at the Partner's expense.

13.3 The Company may use aggregated and anonymized data, which does not identify the Partner or the data subjects, for statistical purposes and to improve the Software.

13.4 The Company may contact the Partner and its Users for support purposes, to provide information about the Service, and to gather feedback.

14 – Intellectual Property

14.1 The Company is and remains the owner of all intellectual property rights in the Software, its documentation, its interfaces, and its developments, including those created at the Partner's request, as well as any associated know-how. The Agreement does not involve any transfer of rights to the Partner.

14.2 Suggestions or feedback from the Partner regarding the Software may be freely used by the Company without compensation.

15 – Intellectual Property Indemnification

15.1 The Company shall indemnify the Partner against any third-party action alleging that the compliant use of the Software in France infringes upon their intellectual property rights, provided that the Partner notifies the Company in writing without delay, grants the Company exclusive control of the defense, and provides necessary assistance.

15.2 In the event of a claim, the Company may, at its discretion, obtain the right to continue use, modify or replace the disputed element, or, failing that, terminate the Agreement and refund the portion of fees paid in advance corresponding to the remaining term.

15.3 This article defines the entirety of the Company's obligations regarding intellectual property infringement claims.

16 – Reversibility

16.1 Throughout the term of the Agreement, the Company shall provide the Partner with tools enabling them to export their Data independently, in a structured, commonly used, and machine-readable format.

16.2 Regardless of the cause for the termination of the Agreement (expiration, non-renewal, termination, or change of supplier), the Partner shall benefit from the transition, export, recovery, and data deletion procedures provided for in Articles 6 bis.2 to 6 bis.4. To this end, termination of the Agreement for any reason other than a change of supplier shall be followed by a thirty (30) calendar day Data recovery period, during which the Partner shall retain access to export features.

16.3 At the end of the recovery period, the Company shall permanently delete the Data, unless a legal obligation requires its retention, and shall inform the Partner accordingly.

16.4 Assistance from the Company beyond standard export tools and the support provided for in Article 6 bis.2 may be subject to a quote, within the limits of the rules regarding supplier change costs set out in Article 6 bis.5.

17 – Liability

17.1 The Company is bound by an obligation of means. Its commitment relates to the Software's compliance with its documentation, excluding any results expected by the Partner (notably in terms of professional placement, recruitment, or revenue).

17.2 The Company is not responsible for Data transmitted by the Partner, nor for any non-compliant use of the Software.

17.3 The Company shall in no event be liable for indirect damages, including but not limited to loss of revenue, profit, customers, reputation, or business opportunities.

17.4 The Company's total liability, for all causes combined, is limited to the amount of fees actually paid by the Partner during the twelve (12) months preceding the event giving rise to the claim.

17.5 Any action by the Partner against the Company must be initiated within one (1) year from the date of the event giving rise to the claim.

17.6 The limitations set forth in this article do not apply in the event of gross negligence, willful misconduct, or bodily injury.

18 – Confidentiality

18.1 Each Party shall maintain the confidentiality of the other Party's information designated as confidential or which is confidential by its nature, including the Partner's Data and the financial terms of the Contract.

18.2 Information that is already lawfully known, has entered the public domain, or has been communicated by a third party without an obligation of confidentiality is not considered confidential.

18.3 This obligation applies for the duration of the Contract and for three (3) years after its termination. It may not be invoked against the Partner to prevent the export of its Data.

19 – Assignment and subcontracting

19.1 The Partner may not assign or transfer the Contract without the prior written consent of the Company.

19.2 The Company may freely assign or transfer the Contract (including through merger, contribution, or sale of business assets) and subcontract all or part of its obligations, provided it informs the Partner and complies with Article 13.

20 – Non-solicitation

During the term of the Contract and for twelve (12) months thereafter, the Partner agrees not to solicit or hire, directly or indirectly, any employee of the Company who participated in the performance of the Contract, unless otherwise agreed in writing by the Company.

20 bis – Insurance and commercial reference

20 bis.1 The Company declares that it holds a professional civil liability insurance policy covering the activities that are the subject of the Contract, proof of which it shall provide upon the Partner's request.

20 bis.2 Unless the Partner objects in writing, the Company is authorized to cite the Partner's name and logo as a client reference on its commercial materials and website.

21 – Force majeure

21.1 Neither Party is liable for any failure resulting from a case of force majeure as defined by Article 1218 of the Civil Code, including: war, riot, natural disaster, pandemic, government act, fire, flood, failure of telecommunication networks or hosting providers, or large-scale cyberattack.

21.2 The obligations of the affected Party are suspended for the duration of the event. Force majeure does not suspend payment obligations that are due.

21.3 If the event continues beyond sixty (60) days, either Party may terminate the Contract by registered letter with acknowledgment of receipt, without compensation.

22 – Exclusion

In the event of inappropriate behavior, an infraction, or a violation of the terms of use by a User, a Learner, or an employee of the Partner, the Company may suspend or delete the access of the person concerned, after informing the Partner.

23 – Modification of GTC

The Company may modify these GTC. Modifications are notified to the Partner and apply to the next renewal of the Contract, except when they result from a legal or regulatory obligation, in which case they apply immediately.

24 – Governing Law

These General Terms and Conditions and the Contract are governed by French law and directly applicable European Union law, to the exclusion of any international convention.

25 – Dispute Resolution

25.1 In the event of a dispute, the Parties shall endeavor to find an amicable solution by meeting within thirty (30) days following notification of the dispute by registered letter with acknowledgment of receipt.

25.2 In the absence of an agreement within thirty (30) days following this meeting, any dispute shall fall under the exclusive jurisdiction of the Commercial Court of Nantes, including in the event of multiple defendants, third-party claims, or summary proceedings.

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Appendix 1 – Service Levels

Support

Support is available during business hours (Monday to Friday, 9 a.m. to 6 p.m., excluding public holidays), via the chat integrated into the Software or by email. First response time objectives: twenty-four (24) business hours via chat and forty-eight (48) business hours via email.

Handling of Anomalies

Response time objectives, starting from the notification of the Anomaly by the Partner: one (1) business day for a Blocking Anomaly, three (3) business days for a Major Anomaly; Minor Anomalies are addressed in a subsequent version of the Software. The Company may offer a workaround while awaiting a permanent fix.

Availability

The Company aims for a Software availability rate of 99% per quarter, excluding scheduled maintenance, force majeure, and unavailability attributable to the Partner, the Internet network, or the user's equipment. These objectives also apply during the transition period provided for in Article 6 bis.

Maintenance

The Company may interrupt the Service for maintenance. Scheduled maintenance is, as far as possible, carried out outside business hours and announced at least forty-eight (48) hours in advance. Urgent maintenance (particularly for security reasons) may occur without notice.

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Appendix 2 – Personal Data and Privacy Policy

Who are we?

This privacy policy informs users about the personal data processing implemented by GRIMP, a simplified joint-stock company (SAS) with a capital of €1,190.20, registered with the Nantes Trade and Companies Register under number 894 974 450, with its registered office at 1 rue Saint-Julien, 44000 Nantes, in the context of the use of its tool, in compliance with the GDPR. Contact and DPO: privacy@grimp.io.

Who is the data controller?

When accessing GRIMP services directly (for example via http://academy.grimp.io/), GRIMP acts as the data controller. When the platform is provided by an educational or training institution, GRIMP acts as a data processor for that institution, which remains the data controller, including for the job board service. Once an application is submitted to a company, that company becomes the data controller for the remainder of the recruitment process.

What data do we collect?

• Identification data: last name, first name, email, postal address, phone number, photo;
• for learners: educational and professional background, LinkedIn profile, campus, class year, status, career goals, CV;
• for institution and company representatives: job title, professional contact details, affiliated company;
• navigation data: IP address, logs, device information.

No sensitive data as defined by Article 9 of the GDPR is requested.

For what purposes?

• Learners: professional integration tool (profile, application management, job board). Legal basis: consent;
• institution representatives: application tracking and statistics. Legal basis: performance of the contract concluded with the institution;
• company representatives: job posting. Legal basis: consent;
• navigation: audience measurement and site functionality. Legal basis: legitimate interest and, for third-party cookies, consent (valid for 13 months).

Who has access to the data?

Authorized GRIMP personnel, its sub-processors listed in Appendix 3, the learners' affiliated institutions, and the companies to which learners apply. Data is never sold to third parties for commercial purposes.

How long is it kept?

Data is kept for the duration of service use, and for three (3) years after the last login, unless a request for erasure is made and subject to instructions from the data controller institution and contractual provisions regarding contract termination. Data may subsequently be anonymized for statistical purposes. Cookie data is stored for a maximum of 25 months.

How is it protected?

GRIMP implements technical and organizational measures in accordance with Article 32 of the GDPR, which are reviewed on a regular basis.

Your rights

You have the right to access, rectify, erase, restrict, object to, and port your data, as well as the right to withdraw consent and define directives regarding your data after your death. To exercise these rights, please contact: privacy@grimp.io or 1 rue Saint-Julien, 44000 Nantes. You may also lodge a complaint with the CNIL (3 place de Fontenoy, TSA 80715, 75334 Paris Cedex 07).

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If you have any questions about this Privacy Policy, how we collect and process your personal data, how we exercise your rights, or any other aspect of our privacy practices, you can contact us or our DPO at the following email address: or at the following postal address: SAS GRIMP, 3 allée des Douglas, 56610 ARRADON, attaching a copy of an identity document to your request.