Terms of sale and use

1. Purpose and scope

These terms of sale and use (the “Terms”) govern the provision, by GreenScale (a simplified joint-stock company with a sole shareholder and share capital of €1,000, registered office at 39 rue de la Gare de Reuilly, 75012 Paris, registered with the Paris Trade and Companies Register under number 844 409 185, intra-EU VAT number FR11844409185, hereinafter “the Publisher”), of hosted access to the PilotScale application, available at app.pilotscale.fr.

The service is intended exclusively for professionals (companies, associations, public bodies, consultants and firms) acting for the purposes of their business. It is not intended for consumers within the meaning of the introductory article of the French Consumer Code.

The Terms apply to every subscription, including the free trial, to the exclusion of any other document. The Client's own general purchasing conditions and the wording on its purchase orders cannot be relied upon against the Publisher, save with the Publisher's express written acceptance.

2. Definitions

• Publisher: GreenScale, as identified in article 1.
• Client: the legal entity, or the professional trading in their own name, who subscribes to the Service.
• Organisation: the partitioned space created for the Client in the application, holding its Data.
• User: any natural person holding a named account attached to the Organisation, with a role and permissions.
• Consultant: a professional supporting Clients, holding a profile of their own, outside any Organisation.
• Contributor: a person approached in a collection campaign to provide a value, without necessarily holding full access.
• Service: hosted access to the application, its features, its updates and the support attached to the Tier subscribed to.
• Tier: the subscription level taken out, determined by the Client's headcount, its number of Sites and its level of support.
• Site: an establishment, subsidiary or entity whose data is tracked separately within the Organisation.
• Client Data: all content submitted to the application by the Client, its Users and its Contributors, together with the results derived from it.

3. Contractual documents and acceptance

The contract consists of the following documents, in decreasing order of precedence in the event of contradiction: the purchase order or signed quotation, where applicable; these Terms; the privacy policy; the subscription confirmation sent to the Client.

Acceptance results from the creation of the account or from subscribing to a Tier. It is full and unreserved: a person who does not accept these Terms cannot use the Service.

The person subscribing declares that they have authority to bind the Client.

4. Sign-up and account

Sign-up takes place online. The Client provides the information requested (identity, work email address, organisation, profile) and receives a verification link. The account is only created when that link is opened.

The first account created is the Organisation's administrator account. It falls to that account to invite the other Users and assign them a role.

The Client warrants the accuracy of the information provided and keeps it up to date. Credentials are strictly personal: sharing them is prohibited, and the Client is answerable for any use made from the accounts of its Organisation. Switching on the second authentication factor is recommended, and may be made compulsory by the administrator for the whole Organisation.

Any suspected compromise must be reported to the Publisher without delay; the Publisher may suspend the access concerned as a precautionary measure.

5. Free trial

Duration. The trial runs for 14 days from the creation of the account. Consultants benefit from an extended trial of 14 days, extended by 15 days, renewable with each new Client supported.

No credit card is requested, and no payment is taken at the end of the trial: subscribing is a deliberate step taken by the Client.

Scope. Every module is open, with the following caps:

• 3 file imports;
• 1 collection campaign;
• 2 dashboards;
• external sharing of a dashboard is not available and switches on when subscribing.

At expiry. Failing a subscription, the account becomes read-only for one month: viewing and exporting the Client Data remain possible, entry and import no longer do. The Data is then kept for 2 years, unless its deletion is explicitly requested. Subscribing to a Tier within that period reopens the account for writing, with no loss of data. The fate of unconverted trial accounts is detailed in article 14.4.

The trial is intended for evaluating the Service. Creating successive accounts for the sole purpose of chaining trials for the same Organisation is a misuse, and entitles the Publisher to put an end to it.

6. The service and its tiers

The Service gives hosted access to the application's features: AI-assisted import of Excel, CSV and PDF files, structuring of indicators, collection campaigns, targets and action plans, deadline calendar, dashboards for each audience and their read-only sharing, reporting requests and built-in frameworks, supplier panel and questionnaires, policy editor, library, Excel, Word and PDF exports, and a conversational assistant.

Technical limits. An uploaded file may not exceed 25 MB. An external share link to a dashboard is valid for one year, renewable at any time by the Client; a questionnaire link sent to a supplier is valid for 60 days. A sign-up whose address has not been verified within 48 hours is deleted.

The Tier is determined by the Client's headcount, the number of Sites tracked and the level of support chosen. The Service is provided with the features it has on the day of subscription; the Publisher develops it further, and those developments benefit the Client at no extra cost as long as they remain within the scope of its Tier.

The Publisher may modify or withdraw a feature. Where the withdrawal concerns a substantial feature of the Tier subscribed to, the Client is informed 30 days in advance and may terminate free of charge within that period, with a pro-rata refund of the paid but unused part of the period.

Changing Tier. Moving up a Tier takes effect immediately, with the difference invoiced pro rata for the current period. Moving down a Tier takes effect at the end of the current period; the Client first makes sure that its usage fits within the limits of the lower Tier.

7. Prices

Prices are expressed in euros and exclusive of tax. VAT at the rate in force is added, save for a proper reverse charge for a taxable Client established outside France within the European Union, upon provision of a valid intra-EU VAT number.

Additional sites. Beyond the quota included, each Site is invoiced at the Tier's rate. A subsidiary with its own SIRET number is not invoiced separately as long as it stays covered by the same contract: it counts as one Site.

Choice of Tier. The Tier applied is the one whose total cost is lowest once the additional Sites are invoiced: a higher Tier may therefore work out cheaper than a lower Tier with many Sites. The calculator published on the site applies this rule; it is provided for guidance and only the subscription confirmation is authoritative.

Annual commitment. Paying annually in advance gives a 10% discount on the twelve-month amount.

Costs incurred by the Client in order to access the Service (connectivity, hardware, integration with its own tools) remain its own.

8. Term and renewal

The contract is entered into for the period subscribed: one month or twelve months, from the date of subscription.

It renews automatically for an identical period, unless terminated under the conditions of article 11. Renewal takes place at the rate in force, subject to the notice period of article 22 in the event of a change.

For an annual contract, a renewal notice is sent to the Client by email at least 30 days before the renewal date, restating the expiry date, the amount and the option to terminate.

The Service carries no minimum commitment beyond the period subscribed: no termination indemnity is due.

9. Invoicing

The Service is invoiced in advance, at subscription and then at each renewal. The invoice is made available in the application as soon as it is issued, in electronic form, and constitutes the original invoice.

Any dispute over an invoice must be raised in writing within 15 days of it being made available, with reasons and supporting documents. After that period, the invoice is deemed accepted. A dispute does not release the Client from paying the undisputed amounts.

Where the regulations so require, invoices will be issued and transmitted electronically in the formats and channels set by the French electronic invoicing scheme.

10. Payment, direct debit and non-payment

Means of payment. The means accepted depends on the Tier subscribed to:

• Starter and PME: card or SEPA direct debit, at the Client's choice;
• ETI naissante, ETI and Grand compte: SEPA direct debit.

Payment by card takes place on a page hosted by Stripe: no card data passes through the Publisher's servers, and the strong authentication required by Directive (EU) 2015/2366 on payment services is applied there. SEPA direct debit is executed by Qonto, the payment institution with which the Publisher holds its account. Bank transfer is accepted for Tiers priced on quotation.

No means of payment is requested at sign-up: it only comes into play at subscription, once the free trial has ended.

Due date. Amounts fall due on the date the invoice is issued. For payment by transfer, the period is 30 days from that date.

10.1 Direct debit mandate and pre-notification

Payment by direct debit requires a SEPA mandate signed in favour of the Publisher, to which a unique mandate reference (UMR) is assigned and communicated to the Client.

The Client informs the Publisher of any change of bank details and makes sure its account is funded. Bank charges arising from a rejection are re-invoiced to the Client.

10.2 Late payment and default

In accordance with article L. 441-10 of the French Commercial Code, any late payment automatically gives rise, without prior formal notice, to:

• late payment interest at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points;
• a fixed recovery cost indemnity of €40, without prejudice to further compensation on production of supporting documents.

Suspension. Failing regularisation within 15 days of a formal notice that has gone unheeded, the Publisher may suspend write access. Viewing and exporting the Client Data remain open for 30 days from the suspension. After that period, and after a further notice, the contract may be terminated automatically under the conditions of article 11.3, without prejudice to the amounts due.

11. Termination

11.1 By the Client

The Client may terminate at any time and without reason, from the application or in writing to the address in article 25. Termination takes effect at the end of the current period: the Service remains available until then, and the period begun is not refunded. No further payment is taken thereafter.

Terminating an annual contract during the period does not give rise to a refund, except in the cases expressly provided by articles 6 (withdrawal of a substantial feature) and 22 (price increase or change to the Terms).

11.2 By the Publisher, without fault of the Client

The Publisher may end the contract on 60 days' notice, in particular if the Service is discontinued. Amounts paid in advance and not used are then refunded pro rata, and the Client has the reversibility period of article 14.

11.3 For breach

Either party may terminate the contract automatically in the event of a serious breach by the other of its obligations, not remedied within 30 days of a written formal notice that has gone unheeded. The period is reduced to 15 days for non-payment, under the conditions of article 10.2.

Where the Service is used in a manifestly unlawful way, infringing the rights of a third party or compromising the security of the infrastructure, the Publisher may suspend access immediately and as a precautionary measure, informing the Client of the reasons and of the conditions for restoring it.

12. Right of withdrawal

As the Service is provided to professionals for the purposes of their business, the fourteen-day right of withdrawal provided by article L. 221-18 of the French Consumer Code does not apply to the contract.

By way of exception, article L. 221-3 of the same code extends that right to a professional whose contract does not fall within the scope of its main activity and which employs five employees or fewer. Where both conditions are met, such a Client has fourteen days from the conclusion of the contract to withdraw, by an unambiguous statement addressed to the Publisher.

A Client who expressly requests the Service to be opened immediately acknowledges that, if the Service is fully performed before the end of that period, the right of withdrawal lapses; failing that, the Client pays the amount corresponding to the part of the Service provided up to its withdrawal.

In practice, the 14-day free trial with no credit card lets every Client evaluate the Service before any commitment and before any payment.

13. Client obligations

The Client undertakes to:

• use the Service in accordance with its purpose, with these Terms and with the applicable regulations;
• submit only data to which it holds the rights, and whose collection and use are lawful;
• inform its Users and Contributors of the conditions of use of the Service, and answer for their acts as for its own;
• keep confidential the credentials and the sharing links that it opens;
• check the consistency of the data and the results before any external use (regulatory reporting, answering a rating, public communication).

The following are prohibited in particular: reselling or making the Service available to a third party outside the framework provided for Consultants; mass or automated extraction of content; decompilation or reverse engineering outside the cases provided by article L. 122-6-1 of the French Intellectual Property Code; unauthorised penetration testing; submitting unlawful or malicious content or content infringing the rights of a third party; any abnormal load liable to degrade the Service for other Clients.

The Client indemnifies the Publisher against any third-party claim, including from one of its own employees or Contributors, arising from a breach of these undertakings.

14. Your data and reversibility

14.1 Ownership

The Client Data belongs to the Client, and remains its own in all circumstances. The Publisher acquires no ownership right over it.

The Client grants the Publisher a non-exclusive licence, limited to the term of the contract and strictly necessary for performing the Service: hosting, structuring, calculating, presenting, backing up. That licence allows neither re-use for other purposes, nor assignment, nor the training of models.

14.2 Partitioning

Each Organisation's Data is partitioned. No data is shared between Clients, including in aggregate or anonymised form. A Consultant's portfolio is a strictly personal view: none of their Clients has access to it, and none sees another's data.

14.3 Export at any time

The Client exports its data whenever it wishes, in Excel and Word formats, free of charge and without prior request. That option remains available throughout the term of the contract, including while the account is read-only.

14.4 What becomes of the data at the end of the contract

During the reversibility period, write access is closed while viewing and exporting remain open. The Client may ask for early erasure, or for an assisted export in an agreed format, on the terms then in force.

Unconverted trial account: the account stays read-only for one month from the end of the trial, in which to export or subscribe. The Data is then kept for 2 years, unless the Client explicitly asks the Publisher to delete it, so that the Client can pick up where it left off by subscribing to a Tier. After that period it is deleted, following notice given at least 30 days in advance.

Beyond those periods the Publisher keeps only the data necessary to meet its legal obligations, in particular accounting and tax obligations, under the conditions of the privacy policy.

15. The Publisher's intellectual property

The application, its code, its interfaces, its methodological knowledge bases, its frameworks, its trade marks and its graphic elements remain the exclusive property of the Publisher or its licensors.

The contract gives the Client a personal, non-exclusive and non-transferable right of use, limited to the term of the contract, to the scope of the Tier subscribed to and to the needs of its own business. No transfer of ownership takes place.

Suggestions and feedback sent by the Client may be used freely by the Publisher to improve the Service, without consideration and without the Client acquiring any right over the developments that may result.

16. Personal data

Each party complies with Regulation (EU) 2016/679 and with French Act no. 78-17 of 6 January 1978 as amended. Details of the processing are set out in the privacy policy, which forms an integral part of the contract.

Allocation of roles. The Client is the controller for the personal data it submits to the application. The Publisher is its processor within the meaning of article 28 of the GDPR. For account, invoicing and support data, the Publisher acts as controller.

As a processor, and for the term of the contract, the Publisher undertakes to:

1. process the data only on the Client's documented instructions, the contract constituting the initial instruction, and solely for the purposes of the Service;
2. guarantee confidentiality, and give access only to authorised persons bound by a confidentiality obligation;
3. implement the security measures described in the privacy policy, within the meaning of article 32 of the GDPR;
4. engage a sub-processor only after informing the Client, who may object on legitimate grounds and, failing agreement, terminate free of charge;
5. assist the Client in responding to requests to exercise rights, and in meeting its obligations under articles 32 to 36 of the GDPR;
6. notify the Client of any data breach without undue delay after becoming aware of it;
7. transfer no Client Data outside the European Union: it is hosted in France and the AI model runs on the Publisher's infrastructure. That undertaking does not cover payment data handled by the payment institutions, which act on their own account under the conditions of the privacy policy;
8. make available the information needed to demonstrate compliance with these obligations, and allow a reasonable annual audit at the Client's expense;
9. delete or return the data at the end of the contract, under the conditions of article 14.4.

The Client warrants the lawfulness of the data it submits, and in particular that it has informed the individuals concerned and has a legal basis for processing it.

17. Availability, maintenance and support

The Publisher applies reasonable means to keep the Service available 24 hours a day. Save for a separate service level undertaking, expressly agreed in writing, no availability rate is guaranteed.

Scheduled maintenance is announced at least 48 hours in advance and planned, as far as possible, outside working hours. Urgent corrective work may take place without notice.

Support is provided at the level of the Tier subscribed to, as defined in article 7. The times stated are first-response times, counted in working days, not resolution times. Support is provided in French, by electronic means.

Excluded from support: in-depth training of Users, reconstruction of data lost through the Client's own doing, CSR consultancy services, and handling difficulties attributable to the Client's technical environment.

18. Artificial intelligence

The application uses automated processing to propose column mappings, extract values from a document, lay out a dashboard, generate issues and answer questions put to the assistant.

These proposals are suggestions, never decisions. None is saved without explicit human validation. The Client retains full control of its data and responsibility for what it validates.

The model runs on the Publisher's infrastructure, in France. The Client Data is sent to no third-party AI provider and is not used to train any model.

The Publisher warrants neither the accuracy nor the completeness of the results produced by that processing, which must be reviewed. PilotScale is not a verification body, nor an auditor, nor a regulatory adviser: the compliance of the information the Client publishes (sustainability reporting, answering a rating, non-financial communication) is its sole responsibility and, where applicable, that of its assurance provider.

19. Warranty and liability

The Publisher is bound by an obligation of means. It warrants that the Service conforms to its documentation and that it holds the rights needed to provide it.

Its liability may only be engaged in the event of proven fault, and is excluded for:

• the consequences of erroneous, incomplete or unlawful data submitted by the Client;
• the use the Client makes of the results, in particular in published reporting;
• interruptions attributable to the network, to the Client's equipment or to a third party;
• loss of data resulting from a deletion carried out by the Client or one of its Users;
• use that does not comply with these Terms.

Cap. On all counts taken together, the Publisher's liability is limited to the amount excluding tax actually paid by the Client for the Service during the twelve months preceding the triggering event.

Indirect damage. The Publisher is not liable for indirect damage, in particular loss of turnover, of custom, of reputation or of opportunity, nor for a penalty imposed on the Client by a third party.

These limitations apply neither to wilful misconduct, nor to gross negligence, nor to personal injury, nor to cases where the law sets them aside.

The Client alone is responsible for keeping a copy of its own data, which the export option of article 14.3 allows it to obtain at any time.

20. Confidentiality

Each party keeps confidential the other's information of which it becomes aware in connection with the contract, and discloses it only to those of its staff and processors who need it, under the same obligation.

That undertaking applies for the term of the contract and five years thereafter. It covers neither public information, nor information already known without breach, nor information whose disclosure is legally required, in which case the party required to disclose informs the other beforehand, as far as possible.

21. Force majeure

Neither party is liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code, including a general failure of electronic communication networks or a major outage at an infrastructure provider.

The obligations affected are suspended for the duration of the event. If it continues beyond 60 days, either party may terminate the contract in writing, without indemnity, with amounts paid in advance and not used refunded pro rata.

22. Changes to the Terms and to prices

The Publisher may amend these Terms and its prices. Any change unfavourable to the Client (a price increase, a reduction in scope, a longer time limit) is notified by email at least 30 days before it takes effect, and takes effect only at the next renewal for contracts under way.

A Client who refuses the change may terminate free of charge up to the date it takes effect; amounts paid in advance and not used are refunded pro rata. Failing termination within that period, the change is deemed accepted.

Changes required by a legislative or regulatory development apply on the date the text takes effect, without notice.

23. Commercial references

The Publisher cites the Client's name and logo as a commercial reference only with its prior written agreement. That agreement is revocable at any time, the reference then being removed from the Publisher's materials within a reasonable period.

Failing agreement, the Publisher may mention the existence of a Client by its sector and its size, without anything that would identify it.

24. General provisions

Assignment. The Client may not assign the contract without the Publisher's written agreement. The Publisher may assign it as part of a restructuring or a transfer of business, the assignee taking on its obligations.

Sub-processing. The Publisher may use sub-processors; it remains answerable to the Client for their performance, under the conditions of article 16.

Partial invalidity. If a provision is declared void or unenforceable, the others remain in force, and the parties substitute a valid provision of equivalent effect.

No waiver. Not relying on a breach does not amount to waiving the right to rely on it later.

Entire agreement. The Terms express the entire agreement of the parties on their subject matter and supersede any earlier exchange.

Evidence. The logs and records kept by the Publisher are authoritative between the parties as to connections, validations and operations carried out, until proof to the contrary.

Language. The contract is drawn up in French. In the event of translation, the French version prevails.

25. Governing law and disputes

The contract is governed by French law.

In the event of a disagreement, the parties endeavour to reach an amicable solution within 30 days of the first written notification. Failing agreement, the dispute falls within the exclusive jurisdiction of the Paris Commercial Court, in whose district the Publisher's registered office is located, including where there are several defendants, a warranty claim or urgent proceedings.

Contact. Any notification provided for by these Terms is sent to oceane@greenscale.fr, or by registered post to the registered office given in the legal notice. Notifications sent to the Client go to the email address of its administrator account.