TRENDev Professional Services Terms of Service

1. Scope and eligibility

These Terms of Service (the "Terms") govern the professional services provided by TRENDev, a société par actions simplifiée à associé unique (SASU) with share capital of €10,000, having its registered office at 7 avenue Christian Doppler, 77700 Serris, France, registered with the Trade and Companies Register (RCS) of Meaux under number 821 442 290 (SIRET 821 442 290 00028), intra-Community VAT number FR75 821 442 290 (the "Provider"), to its clients (each, the "Client").

"TRENDev Consulting" is a trading name (nom commercial) under which TRENDev carries on its consulting activity. It designates the same legal person and is not a separate entity: the contracting party under these Terms is TRENDev, identified above.

The Provider's services are offered exclusively to professional and business customers acting in the course of their business activity, worldwide. They are not offered to consumers, and consumer-protection rules, including consumer withdrawal rights, do not apply.

By subscribing to a service, the person completing the purchase confirms that they act in a professional capacity, on behalf of the Client entity, and that they have authority to bind that entity to these Terms.

These Terms govern the CTO Advisor and CTO Advisor+ subscription services only. Fractional CTO engagements are not available for self-service purchase and are not governed by these Terms: each such engagement is governed by its own agreement, scoped and accepted in writing.

2. Definitions and incorporation of Service Descriptions

"Service Description" means the description of the selected service, including its scope, advisory capacity, exclusions and commercial mechanics, set out in Annex A (CTO Advisor) or Annex B (CTO Advisor+) to these Terms.

The Service Description of the selected service forms an integral part of the agreement between the Provider and the Client. Because it is reproduced in full in these Terms, the Client receives and accepts it together with these Terms at the time of purchase, and the accepted wording is fixed by the version of these Terms then accepted. The same wording is published at trendev.fr/services for information; in the event of any discrepancy, the Annex to the version of these Terms accepted by the Client prevails.

In the event of conflict between an Annex and Sections 1 to 14 of these Terms, Sections 1 to 14 prevail, unless the Annex expressly states otherwise.

"Advisory Capacity" means the monthly volume of substantive advisory work included in a subscription, as defined in the applicable Service Description.

"Billing Period" means the monthly period covered by one advance subscription payment.

3. Formation of the agreement and electronic acceptance

The agreement is formed online, without a separately signed contract: the Client completes the checkout process, explicitly confirms its professional or business status, explicitly accepts the then-current version of these Terms, and pays the first Billing Period.

The agreement is formed when the first payment is confirmed. The accepted Terms version and its effective date, which include the applicable Service Description as an Annex, the selected service, the purchase timestamp and the Client's identification details are recorded as evidence of acceptance and retained by the Provider and its payment processor.

The Client agrees that this electronic acceptance process constitutes valid and binding contract formation, and that the records described above constitute admissible evidence of the agreement and its content.

4. Advisory Capacity and usage rules

Each subscription includes the monthly Advisory Capacity stated in its Service Description. Capacity covers meetings, preparation, substantive asynchronous advice, and architecture or document review. Short administrative exchanges do not consume capacity.

• Unused Advisory Capacity expires at the end of each monthly period and does not roll over.
• Advisory Capacity is not an on-call, standby or emergency-response service, and carries no guaranteed response or availability commitment beyond any response target stated in the Service Description.
• Work beyond the included Advisory Capacity requires the Provider's explicit prior agreement and is subject to a separate scope and separate fees.
• Advisory Capacity is personal to the Client and may not be shared with, resold to, or used for the benefit of third parties.

5. Availability, communication and excluded services

Services are provided remotely, in English or French, during the Provider's normal business days. Any response target stated in a Service Description is an objective of means, not a guaranteed result.

Unless explicitly included in the applicable Service Description, the services exclude: operational ownership of systems, teams or delivery; on-call duty and incident response; routine coding and hands-on implementation; sprint or project management; routine team management; and unlimited code or document review.

6. Fees, billing, taxes and failed payments

Subscription fees are payable monthly in advance, at the price stated at checkout for the selected service. Published prices are stated excluding applicable taxes.

Where VAT or another transaction tax is due, it is added to the stated price and is payable by the Client in addition to it. Clients established in France are charged French VAT at the applicable rate on top of the subscription price.

The applicable VAT or other tax treatment is determined according to the Client's country of establishment and tax status, in accordance with applicable law. For business customers established outside France, the reverse-charge mechanism or the applicable cross-border rules may apply; the Client is responsible for providing accurate business and tax identification information, including a valid VAT number where applicable, and for self-assessing any tax due under a reverse-charge mechanism.

Each Billing Period is invoiced as a single charge, due on its date of issue, and is collected automatically through the Provider's payment processor using the payment method registered by the Client. An invoice is issued to the Client for each Billing Period.

If a recurring payment fails, the Provider, directly or through its payment processor, may retry payment and notify the Client. If payment remains outstanding, the Provider may suspend the services and/or terminate the subscription in accordance with Section 13.

Late payments by professional clients automatically incur, without prior notice, late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, and a fixed recovery-cost indemnity of €40 per unpaid invoice (Articles L. 441-10 and D. 441-5 of the French Commercial Code), plus additional recovery costs on justification.

7. Cancellation and its effects

The Client may cancel a CTO Advisor or CTO Advisor+ subscription at any time, without penalty and without stating a reason. There is no minimum commitment period.

Cancellation has the following effects:

• Cancellation takes effect at the end of the current paid Billing Period; the service remains available until that date and no further Billing Period is charged.
• Amounts paid for the current Billing Period are not refunded, in whole or in part, and no prorated credit is issued.
• Advisory Capacity that the Client has not used by the effective date of cancellation is forfeited and is not compensated.

8. Client responsibilities and decision-making

The Provider supplies independent professional advice. All decisions, including whether and how to implement any advice or recommendation, remain the Client's sole responsibility, and the Client remains solely responsible for its business, systems, personnel, compliance and results.

The Client shall provide, in a timely manner, the accurate and complete information, access and cooperation reasonably necessary for the services. The Provider is not responsible for consequences of incomplete, inaccurate or late information provided by the Client.

The Client is responsible for maintaining its own backups, security measures and operational safeguards; the advisory services do not replace them.

9. Confidentiality

Each party shall keep confidential all non-public information received from the other party in connection with the services, use it only for the purposes of the engagement, and protect it with at least the care it applies to its own confidential information of similar nature.

Confidentiality obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is lawfully received from a third party, is independently developed, or must be disclosed by law or by a competent authority, in which case the disclosing party shall, where lawful, notify the other party promptly.

These obligations survive for five (5) years after the end of the engagement.

10. Intellectual property

Each party retains all intellectual property rights it held before the engagement. The Provider retains all rights in its pre-existing and independently developed methodologies, frameworks, know-how, tools and generic materials, including improvements to them made during the engagement.

Upon full payment of the fees due, the Client receives a non-exclusive, worldwide, perpetual right to use, within its organisation and for its internal business purposes, the deliverables specifically prepared for the Client under the engagement, such as written recommendations, review reports and roadmaps.

No rights are granted to either party's trademarks or trade names. Neither party may publicly reference the other as a client or provider without prior written consent, except in confidential due-diligence contexts.

11. Data protection and security

Each party processes the personal data of the other party's contact persons (names, professional contact details, exchanges) as an independent controller, for the purposes of managing the engagement, in accordance with applicable data-protection law, including the GDPR.

Details of the Provider's processing are set out in the privacy policy at trendev.fr/privacy.

The advisory services do not, by design, require the Provider to process personal data contained in the Client's systems. If a scoped engagement requires such processing, the parties shall enter into the appropriate data-processing terms before the processing begins.

Each party implements appropriate technical and organisational security measures for the information it holds; the Client remains responsible for the security of its own systems and data.

12. Liability

The services consist of advice, analysis and recommendations. The Provider does not implement, operate or take charge of the Client's systems, teams, projects or delivery, and gives no warranty as to any particular commercial or technical outcome. Decisions and their implementation remain with the Client, as set out in Section 8.

The Provider's obligations are obligations of means. To the maximum extent permitted by law, the Provider's total aggregate liability arising out of or in connection with the services, whatever the legal basis, is limited to the total fees actually paid by the Client for the services during the twelve (12) months preceding the event giving rise to liability.

To the maximum extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of data, loss of opportunity, or reputational harm.

Nothing in these Terms excludes or limits liability for gross negligence (faute lourde), wilful misconduct (dol), or any liability that cannot be excluded or limited under applicable law.

Any claim must be notified to the Provider in writing within twelve (12) months of the event giving rise to it. This is a notice requirement and a condition of bringing the claim: a claim not notified within that period may not subsequently be brought. It is not a contractual modification of the limitation period, which continues to run as provided by law.

13. Suspension, termination and material breach

The Provider may suspend the services upon notice if undisputed amounts remain unpaid after a reminder, or if the Client's use of the services is unlawful or abusive. Suspension does not relieve the Client of its payment obligations for the current Billing Period.

Either party may terminate the agreement with immediate effect if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of written notice, or immediately in case of a breach incapable of cure.

Termination for the Client's material breach does not entitle the Client to any refund for the current Billing Period. Sections that by their nature survive termination, including confidentiality, intellectual property, liability and governing law, remain in force.

14. Governing law, disputes and general provisions

These Terms and the agreement they govern are governed by French law, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties shall first attempt to resolve any dispute amicably within thirty (30) days of written notice. Failing amicable resolution, the competent courts of Meaux, France, being the place of the Provider's registered office, have exclusive jurisdiction, including for interim and emergency proceedings, notwithstanding multiple defendants or third-party claims.

If any provision of these Terms is held invalid, the remainder stays in force, and the invalid provision is replaced by a valid provision closest to its intent. The Provider's failure to enforce a provision is not a waiver. The Client may not assign the agreement without the Provider's prior written consent. These Terms, including their Annexes, together with the checkout record, constitute the entire agreement for the subscribed service.

The service, its scope as set out in the applicable Annex, and the fees accepted by the Client at purchase continue to govern the subscription for as long as it runs unchanged. The Provider may publish new versions of these Terms for new purchases. A new version applies to a running subscription only if the Client changes the subscribed service or otherwise expressly agrees to it. The version accepted at purchase remains accessible at its dated address.

Annex A. CTO Advisor service description

This Annex is the Service Description of the CTO Advisor service, incorporated into these Terms under Section 2. It applies where the Client has subscribed to CTO Advisor.

Annex B. CTO Advisor+ service description

This Annex is the Service Description of the CTO Advisor+ service, incorporated into these Terms under Section 2. It applies where the Client has subscribed to CTO Advisor+.