Terms of Sale

1. Definitions

• Platform: the Smarter Than AI SaaS solution available online.
• Services: all of the assessment, testing, AI-based analysis and candidate-management features provided through the Platform.
• Candidate: any natural person invited by the Client to take an assessment through the Platform.
• Account: the Client's personal workspace allowing it to access the Services.

2. Acceptance of the Terms

Use of the Services implies full and unreserved acceptance of these Terms. The Client represents that it has the legal capacity to bind the company it represents.

These Terms prevail over any other document of the Client, in particular its general purchasing conditions.

3. Description of the Services

Mr Automate provides the Client with an assessment and recruitment platform based on artificial intelligence, including in particular:

• the creation and distribution of assessments;
• the automated analysis of responses;
• the generation of reports and recommendations;
• candidate management.

The Services are provided in SaaS mode, accessible over the internet, with no local installation.

4. Account and access

Access to the Services requires the creation of an Account. The Client is solely responsible for:

• the accuracy of the information provided;
• the confidentiality of its credentials;
• any activity carried out from its Account.

The Client undertakes to notify Mr Automate without delay of any unauthorised use of its Account, at the address legal@smarterthanai.app.

5. Prices and payment

The prices of the Services are stated in euros, exclusive of tax. Applicable VAT is added where relevant.

Unless otherwise stipulated in the commercial offer, the Services are payable in advance by bank card or bank transfer, in accordance with the methods offered at the time of subscription.

In accordance with Article L. 441-10 of the French Commercial Code, any late payment automatically gives rise to:

• the application of late-payment penalties at the ECB rate increased by 10 percentage points;
• a fixed indemnity for recovery costs of €40 (Article D. 441-5 of the French Commercial Code);
• the suspension of access to the Services in the event of non-payment after a formal notice has remained unsuccessful.

As the Services are provided to professionals, the right of withdrawal provided for by the French Consumer Code does not apply.

6. Term and termination

The contract is entered into for the term specified at the time of subscription. Unless otherwise indicated, it renews automatically for equivalent periods, each party being able to object to such renewal by written notice respecting the notice period stated in the offer.

Mr Automate may automatically terminate the contract, without indemnity, in the event of a serious breach by the Client of its obligations (in particular: non-payment, fraudulent or unlawful use, breach of these Terms), after a formal notice has remained unsuccessful for 15 days.

At the end of the contract, the Client has 30 days to export its data. After that period, the data may be deleted under the conditions set out in the privacy policy.

7. Intellectual property

Mr Automate retains all intellectual property rights in the Platform, its components, its algorithms, its content (tests, questions, methodologies), its documentation and its distinctive signs (notably the “Smarter Than AI” trademark).

Mr Automate grants the Client, for the term of the contract, a non-exclusive, non-assignable and non-sublicensable right to use the Platform, strictly limited to the Client's internal needs.

The Client undertakes in particular not to:

• copy, reproduce, modify or adapt all or part of the Platform;
• carry out reverse engineering, decompilation or disassembly;
• extract or reuse all or part of the database;
• develop a competing service based on the Services.

The data entered, imported or generated by the Client (hereinafter “Client Data”) remains its property. The Client grants Mr Automate a right of use strictly limited to the provision of the Services.

8. Client obligations

The Client undertakes to use the Services in compliance with applicable laws and regulations, in particular:

• the General Data Protection Regulation (GDPR, EU Regulation 2016/679);
• the French Labour Code, in particular Articles L. 1132-1 and L. 1221-6 on non-discrimination in recruitment;
• Regulation (EU) 2024/1689 on artificial intelligence (the “AI Act”).

The Client undertakes in particular to:

• inform candidates of the use of an AI assessment system;
• obtain the required consents where applicable;
• not base any recruitment decision solely on the automated results produced by the Platform;
• not use the Services to assess candidates for unlawful positions or for discriminatory purposes.

The Client is solely responsible for the use it makes of the Services and for the decisions it takes on the basis of the results provided by the Platform.

9. Personal data

As part of the Services, Mr Automate processes personal data relating to Account users (the Client's staff) and to Candidates.

For Candidate data, the Client acts as data controller and Mr Automate as processor within the meaning of the GDPR. The terms of this processing are set out in the privacy policy and, where applicable, in a data processing agreement (DPA) entered into between the parties.

10. Availability and maintenance

Mr Automate uses reasonable means to ensure the availability and proper functioning of the Services.

Mr Automate may temporarily interrupt the Services to carry out maintenance operations or updates, while endeavouring to minimise the impact on the Client.

Mr Automate may not be held liable for any interruption resulting from force majeure, a malfunction of the communication networks, a failure of a third-party provider, or any cause beyond its control.

11. Liability

Mr Automate provides the Services under a best-efforts obligation.

The Platform produces analyses and recommendations as decision-support. It may not replace the Client's human judgement; the Client remains the sole decision-maker and is responsible for its recruitment choices.

Except in the event of gross negligence or wilful misconduct, Mr Automate's total liability, on all grounds combined, is limited to the amount of the sums actually paid by the Client in respect of the Services during the twelve (12) months preceding the event giving rise to the damage.

Mr Automate may not be held liable for indirect damages (in particular: loss of revenue, loss of customers, loss of opportunity, harm to image, loss of data).

12. Confidentiality

Each party undertakes to keep confidential the non-public information exchanged in connection with the Services, and to use it only for the performance of the contract. This obligation continues for three (3) years after the end of the contract.

13. Amendment of the Terms

Mr Automate reserves the right to amend these Terms. Any substantial change is notified to the Client by email with 30 days' notice before it takes effect. Failing any objection within that period, the new Terms apply.

14. Miscellaneous

If any provision of these Terms is held to be void or unenforceable, the remaining provisions retain their full effect.

The fact that Mr Automate does not avail itself of a Client's breach may not be construed as a waiver of its right to do so at a later date.

The Client may not assign the contract without Mr Automate's prior written consent. Mr Automate may assign the contract in the context of a restructuring, merger or transfer of business.

15. Governing law and jurisdiction

These Terms are governed by French law.

Failing an amicable resolution within 30 days of the notification of a dispute, any dispute relating to their formation, interpretation or performance shall fall under the exclusive jurisdiction of the Commercial Court of Nantes (France), including in the event of multiple defendants or third-party proceedings.

For any question regarding these Terms: legal@smarterthanai.app