General terms

EverReady.ai general terms and conditions of sale and service — Version 3.0 — September 2026

Article 1: Purpose and scope

These general terms and conditions (the “Terms”) define the conditions under which EverReady, a French simplified joint-stock company (SAS) with a share capital of €1,906.90, registered with the Nanterre Trade and Companies Register under SIRET number 879 848 919, with its registered office at 21 rue Saint Vincent — 92700 Colombes, France (“EverReady”), provides access to its software platform (the “Service”) to its business customers (the “Customer”).

EverReady and the Customer are hereinafter referred to collectively as “the Parties” and individually as “a Party”.

The Service is accessible in SaaS mode over the internet, through a mobile application, and natively within the Customer's Salesforce environment. It comprises the following modules, subscribed to under the terms of the Order Form:

• Connect module: automatic updating of business contacts and sales activities in the Customer's CRM based on the analysis of Users' professional mailboxes, calendars and telephones, including the retrieval of historical data;
• Notetaker module: capture, recording, transcription and analysis by artificial intelligence of video conference meetings, and delivery of the resulting content into the Customer's CRM;
• EverReady Agents AI for Salesforce module: a suite of artificial intelligence agents embedded in the Customer's Salesforce environment, producing enrichments, analyses and draft content submitted for validation.

The natural persons accessing the Service on behalf of the Customer are referred to as “the Users”. Their use of the Service is governed by EverReady's terms of use (the “Terms of Use”), prior acceptance of which conditions access.

Any order placed by the Customer entails unreserved acceptance of these Terms and express waiver of its own general purchasing conditions and of any prior document or exchange not formalised in a written amendment signed by both Parties.

Article 2: Contractual documents and order of precedence

The contract between the Parties (the “Agreement”) consists of the following documents, in decreasing order of precedence:

• The order form or the special conditions signed by the Parties (the “Order Form”);
• The data processing agreement (the “DPA”), appended to these Terms, which prevails in all matters concerning the protection of personal data;
• These Terms;
• The Terms of Use;
• The Service documentation.

In the event of any conflict between these documents, the higher-ranking document prevails, except in matters of personal data protection, where the DPA prevails in all cases over these Terms, the Terms of Use and the documentation.

Article 3: Orders

To place an order, the Customer sends EverReady the duly completed order form, or enters into special conditions with EverReady. The order is deemed valid and accepted by EverReady upon receipt of the signed Order Form and, where applicable, of the agreed payment.

The Order Form specifies in particular the modules subscribed to, the number of authorised Users, the commitment period, the price, the artificial intelligence configuration selected under Article 8 and, where applicable, the retention period subscribed to for the Notetaker module.

Article 4: Prices

Prices are stated on the Order Form in euros, exclusive of taxes and of external charges of any kind.

EverReady reserves the right to modify its prices at any time. Price changes apply immediately to any new order. For Services in use, in the event of an increase, the Customer is informed by email thirty (30) calendar days before the new prices take effect. The Customer then has thirty (30) calendar days from that notice to terminate the subscription without penalty by registered letter with acknowledgement of receipt. Failing this, the Customer is deemed to have accepted the new prices.

Article 5: Payment terms

Invoices are sent to the Customer by any means and are payable within thirty (30) days of their issue date, unless otherwise specified in the Order Form. EverReady may require payment of a deposit or of the full price in order to validate the order.

Any invoice unpaid at its due date bears interest, automatically and without notice, at a rate equal to three (3) times the applicable statutory interest rate plus five (5) points.

In accordance with Articles L.441-3 and L.441-6 of the French Commercial Code, any late payment automatically gives rise to a fixed indemnity for recovery costs of forty (40) euros, increased by the recovery costs actually incurred, on presentation of evidence, where these exceed that amount.

In the event of non-payment, EverReady may suspend access to the Service and terminate the subscription, without prejudice to any other remedy. Suspension takes effect thirty (30) days after a written formal notice has remained without effect. Such suspension is not counted as unavailability under Article 13.

Article 6: Access to the Service

Access to the Service is subscribed to for the initial period specified in the Order Form (the “Subscription”). Unless otherwise agreed, the Subscription renews tacitly for successive periods of the same duration, unless terminated by either Party by registered letter with acknowledgement of receipt subject to at least thirty (30) days' notice before the end of the current period.

Access requires the use of personal credentials. The Customer is responsible, at its own expense, for obtaining broadband internet access, which is not included in the Subscription.

The Customer acknowledges that the internet is an open network not managed by any central entity. EverReady cannot guarantee the proper functioning of the internet and telecommunications networks as a whole, nor the absence of resulting interruptions in access.

Article 7: Customer environment and dependencies

The Service is designed to operate in connection with the Customer's Salesforce environment, its professional mailboxes and calendars and, where applicable, its video conferencing platforms.

The Customer is responsible for holding the licences, editions, credits, quotas and authorisations required from those third-party publishers. EverReady shall not be liable for any unavailability, degradation or limitation of the Service resulting from a change, interruption, API restriction or insufficiency of credits within those third-party environments.

The Customer is solely responsible for configuring the access rights granted to the Service within its Salesforce environment, object by object and field by field, in read and write mode, in accordance with Article 5.2 of the DPA.

Article 8: Artificial intelligence

8.1 Selected configuration

For the Notetaker and AI Agents modules, the Customer selects one of the following configurations in the Order Form:

• the artificial intelligence services native to its Salesforce environment;
• EverReady's artificial intelligence services, executed via Amazon Bedrock in a European Union region, the Customer selecting the model from the catalogue;
• its own large language model environment, to which the Service connects via API.

The data protection consequences of that choice are governed by Article 5 of the DPA.

8.2 Nature of the output

The content produced by the artificial intelligence features (transcripts, summaries, suggested field values, qualification analyses, draft messages, meeting preparation material) constitutes proposals and decision-support material. It is intended to be reviewed and validated by Users before any use.

The Customer acknowledges that artificial intelligence models may produce inaccurate, incomplete or irrelevant output, and that this characteristic is inherent to the technology. EverReady implements reasonable measures to limit this risk, in particular the grounding of responses in source data and the ability to make corrections, but does not warrant the accuracy, completeness or relevance of the generated content.

The Customer remains solely responsible for the commercial, contractual or managerial decisions it takes on the basis of that content, and for its disclosure to third parties.

8.3 Human oversight

The Customer undertakes to maintain effective human oversight over the use of the generated content. It shall refrain from using the Service, in particular its performance or engagement analyses, for the purposes of individual assessment, scoring or monitoring of its employees without first having completed the formalities, notices and consultations incumbent upon it.

8.4 No training

EverReady undertakes not to use the Customer's data, the recordings, the transcripts or the generated content for the purposes of training, re-training, fine-tuning or evaluating artificial intelligence models, or for any purpose of its own, with the exception of aggregated technical metrics which do not permit any re-identification and are used solely for monitoring the Service.

Article 9: Meeting recording

The activation of the Notetaker module, the designation of authorised Users, the choice of the meetings concerned and the rules triggering recording are matters for the Customer alone.

The Customer warrants that it informs all participants in advance, whether internal or external, of the existence of the recording and transcription, that it obtains their consent where the applicable law so requires, that it affords them an effective opportunity to object to the recording or to request that it be stopped, and that it has determined and documented the legal basis for the processing as well as, where applicable, the information and consultation of employee representative bodies.

The Customer shall not use the Notetaker module for meetings involving special categories of data, data relating to criminal convictions and offences, data covered by a legally protected professional privilege, or for meetings of employee representative bodies.

The Customer shall indemnify and hold EverReady harmless against any claim, action, judgment, administrative penalty or defence cost arising from a failure to comply with the undertakings set out in this Article.

EverReady makes available the technical means facilitating such information, in particular visible signalling of the recording where the video conferencing platform allows it, and the ability to stop the recording during the meeting.

Article 10: Intellectual property and ownership of data

10.1 EverReady's rights

EverReady owns all intellectual property rights relating to the Service, its interfaces, its documentation and its developments. It grants the Customer, for its own needs, a personal, non-exclusive, non-assignable and non-transferable right to use the Service, worldwide and for the duration of the Subscription, subject to full payment of the sums due.

The Service may incorporate third-party technologies for which EverReady holds the necessary rights. The rights granted over those technologies are exercised in compliance with the conditions communicated to the Customer in the documentation.

The Customer shall not reproduce, represent, modify, transmit, publish, adapt, decompile or exploit the Service beyond its authorised use, infringe EverReady's image or reputation, reconstitute or attempt to reconstitute a comparable service from the Service, or market the Service or services incorporating it, save under a partnership duly authorised by EverReady.

10.2 Ownership of Customer data

The Customer retains ownership of all data it transmits or to which it grants access in connection with the Service, as well as of the recordings, transcripts, timestamps and generated content produced from that data (the “Customer Data”).

Customer Data is not user-generated content belonging to Users personally. No User holds, in an individual capacity, any ownership or deletion right over that content, control of which belongs to the Customer.

EverReady acquires no ownership right over the Customer Data and makes no use of it beyond the performance of the Service and what the DPA provides.

Article 11: Personal data

The processing of personal data carried out in connection with the Service is governed by the DPA appended to these Terms, entered into under Article 28 of the GDPR.

Under that DPA, the Customer acts as controller and EverReady as processor. EverReady acts as an independent controller only in respect of its own account, billing and technical usage data, under the conditions set out in Article 21 of the DPA.

Each Party undertakes to comply with the regulations applicable to the protection of personal data. It is the Customer's responsibility to inform its Users and the data subjects of the processing carried out and to obtain, where applicable, the necessary consents.

Article 12: Confidentiality

The Parties undertake to preserve the confidentiality of confidential information of any kind exchanged, collected or created during the Subscription, for its entire duration and for five (5) years from its end, for whatever reason. They shall refrain from disclosing such information and undertake to ensure that this obligation is complied with by their directors, employees, agents and subcontractors.

These obligations do not apply to information which the receiving Party can demonstrate was disclosed with the prior written consent of the other Party or by that Party, was publicly available at the time of disclosure or became so through no fault of its own, was lawfully received from a third party not bound by confidentiality, was already in its possession at the time of disclosure, or whose disclosure was required by a mandatory legal or regulatory provision or by a final court decision. In the latter case, the Party concerned shall, so far as possible, notify the other Party in advance.

Article 13: Maintenance, availability and changes

Throughout the Subscription, EverReady provides the Customer with a technical support service, available on business days from 9:00 a.m. to 7:00 p.m. EverReady uses its best efforts to handle the Customer's requests.

EverReady uses its best efforts to ensure availability of the Service above 99% on business days from 8:00 a.m. to 8:00 p.m., excluding scheduled maintenance, unavailability of the third-party environments referred to in Article 7 and events of force majeure.

As part of corrective maintenance, EverReady makes updates of the Service available to the Customer. The Customer undertakes to use the latest version made available.

EverReady may modify the Service at any time. Such changes may not have the effect of releasing EverReady from its essential obligations or of substantially reducing the functional characteristics subscribed to. Any material change is communicated to the Customer with reasonable notice.

Article 14: Warranties and exclusions

EverReady warrants that it holds the rights necessary to provide the Service and that the Service conforms to its documentation.

The Service is provided as is, without any specific adaptation. It is the Customer's responsibility to verify that the Service is suited to its needs and to take all necessary precautions, in particular as regards backups.

EverReady does not warrant that the Service is free from errors or interruptions, nor the accuracy of content generated by artificial intelligence, as set out in Article 8.

All warranties are excluded in the event of abnormal use or use not in accordance with the purpose of the Service, use of a version other than the one made available, combination of the Service with another product, intervention by a third party not authorised by EverReady, or failure by the Customer to comply with its obligations under Articles 7, 8 and 9.

Article 15: Liability

EverReady shall not be liable for indirect or intangible damage, such as loss of revenue, customers, margin or opportunity, which the Customer expressly accepts.

The Customer is solely responsible for its use of the Service, for the configuration it selects and for the decisions it takes on the basis of the generated content.

In any event, the total amount, on all grounds combined, of the indemnities, damages and costs of any kind which may be borne by EverReady following a final decision rendered by a competent court shall not exceed an overall cap, all disputes combined, equal to the sums excluding tax paid by the Customer to EverReady under the disputed order during the twelve (12) months preceding the triggering event.

The limitations in this Article do not apply in the event of personal injury or death of an employee, agent or subcontractor of the Customer, of wilful misconduct or gross negligence by EverReady, of infringement by EverReady of intellectual property rights, nor in any case where the applicable regulations exclude their application, in particular under Article 82 of the GDPR.

Article 16: Reversibility and fate of the data

Throughout the Subscription, the Customer has access to the export functionalities enabling it to retrieve the Customer Data in a usable format, including recordings, transcripts and summaries.

From notice of the end of the Subscription, for whatever reason, the Customer has thirty (30) days to export its data. EverReady provides reversibility assistance on request and on agreed terms.

The fate of personal data at the end of that period is governed by Article 14 of the DPA. Failing any contrary instruction from the Customer, the data is deleted from EverReady's systems no later than six (6) months after the end of the Agreement, subject to the retention periods subscribed to for the Notetaker module and to any statutory retention obligations.

Article 17: Termination for breach

Without prejudice to the other provisions of these Terms, the Agreement may be terminated by either Party in the event of a failure by the other Party to comply with any of its essential obligations.

In accordance with Article 1226 of the French Civil Code, termination takes effect automatically thirty (30) days after formal notice has been served by registered letter with acknowledgement of receipt on the defaulting Party, stating the intention to rely on this Article and having remained without effect, without prejudice to any damages the non-defaulting Party may claim.

Article 18: Force majeure

Neither Party may be held liable for a failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code. The affected Party shall inform the other without delay. If the impediment continues beyond sixty (60) days, either Party may terminate the Agreement automatically, without indemnity.

Article 19: Commercial reference

Unless the Customer objects in writing, it authorises EverReady to use its name and logo as a commercial reference on its websites and marketing materials for the duration of the Subscription.

Article 20: Assignment

The Agreement may not be assigned by the Customer without EverReady's prior written consent. EverReady may assign the Agreement to any company within its group or in connection with a merger, contribution or transfer of business, subject to informing the Customer.

Article 21: Amendment of these Terms

EverReady reserves the right to amend these Terms at any time. The amended Terms apply to any new order placed after they take effect. For ongoing Subscriptions, any material change is notified to the Customer with thirty (30) days' notice, and the Customer may terminate without penalty within that period if it does not accept the change.

Article 22: Governing law and jurisdiction

The Order Form, the Subscription, these Terms and the use of the Service are exclusively governed by French law. Any provision of the Vienna Convention on the International Sale of Goods is excluded.

Any dispute or claim that cannot be settled amicably shall be brought before the courts of Nanterre, France, subject to any mandatory rules of jurisdiction.