GENERAL TERMS AND CONDITIONS OF SALE – ENTERPRISES

Last Updated: 05 March 2026

ARTICLE 1 – PURPOSE

These General Terms and Conditions of Sale (the “Terms”) define the conditions governing access to and use of the Scalyz SaaS platform by professional clients, including companies, recruiters, recruitment firms, and IT service providers (ESNs).

Any order, quotation signature, purchase order validation, or account activation constitutes full and unconditional acceptance of these Terms.

These Terms apply to all services provided by Scalyz, unless otherwise expressly agreed in a specific written agreement signed by both parties.

ARTICLE 2 – DEFINITIONS

For the purposes of these Terms:

• Platform: the Scalyz SaaS solution accessible online.
• Public Labs: standard laboratories available in the Scalyz catalog.
• Private Labs: standard laboratories made accessible exclusively to a Client.
• Custom Labs: laboratories specifically developed for a Client.
• Credits: units consumed to launch technical evaluations.
• Client: any professional entity contracting with Scalyz.
• User: any individual authorized by the Client to access the Platform.

ARTICLE 3 – LICENSE TO USE

Scalyz grants the Client a license that is:

• Non-exclusive
• Non-assignable
• Non-transferable
• Limited to the contractual term
• Strictly for internal professional use

The Client shall not:

• Reproduce, extract, or copy any Labs
• Reverse engineer or attempt technical analysis of the internal functioning
• Use the Platform to develop a competing service
• Resell or redistribute the Platform
• Provide access to third parties outside the contractual framework

The license granted does not confer any ownership rights in the Platform.

ARTICLE 4 – INTELLECTUAL PROPERTY

4.1 General Principle

The Platform, Labs, methodology, algorithms, scoring systems, technical and pedagogical architecture, and all related components remain the exclusive property of Scalyz.

4.2 Public Labs

Public Labs are protected by applicable intellectual property laws.

The Client is granted only a limited right of use within the contractual framework.

4.3 Private Labs

The private status of a Lab does not imply any transfer of intellectual property rights.

4.4 Custom Labs

Generic components developed by Scalyz as part of a Custom Lab remain the exclusive property of Scalyz.

Elements provided by the Client remain the Client’s property.

No global transfer of intellectual property rights is granted.

4.5 Prohibition of Reproduction and Circumvention

The Client shall not reproduce, cause to be reproduced, adapt, or have developed by any third party, directly or indirectly:

• The technical scenarios of the Labs
• The evaluation methodology
• The scoring systems
• The analytical mechanisms
• The pedagogical architecture

Any partial or total reproduction of the Scalyz solution constitutes a material breach of these Terms.

ARTICLE 5 – ORDERS, CREDITS, AND DATA

5.1 Credits

Credits:

• Are valid for the contractual period
• Are neither transferable nor assignable
• Are consumed upon each evaluation launch
• Are non-rollover unless expressly agreed in writing

Unused credits at the end of the contractual period are forfeited unless otherwise agreed.

5.2 Fraudulent or Abusive Use

The following are strictly prohibited:

• Use of scripts, bots, or automated tools
• Scraping attempts
• Credit misuse
• Sharing unauthorized access credentials
• Compromising Platform security

Any abusive use may result in immediate suspension without prior notice.

5.3 Ownership of Client Data

Data provided by the Client or generated through its use of the Platform remains the Client’s property.

Scalyz does not claim any ownership rights over Client data.

ARTICLE 6 – REFUND POLICY

6.1 Timeframe

The Client has thirty (30) calendar days from the order date to request a refund.

6.2 Eligibility Condition

A refund is available only if total credit consumption does not exceed 5% of the total number of credits ordered.

Calculation:

Threshold = Total credits ordered × 5%

If consumed credits are less than or equal to this threshold, the refund is eligible.

6.3 Refund Amount

• If consumption is ≤ 5%:
  → 100% refund of unused credits.
• If consumption exceeds 5%:
  → 50% refund of the amount corresponding to unused credits.

6.4 Exclusions

The following are never refundable:

• Setup fees
• Custom Lab development
• Support or consulting services
• Consumed credits

No refund request will be accepted after the 30-day period.

6.5 No Guarantee of Results

The Platform constitutes a decision-support tool.

Generated results:

• Reflect a technical evaluation at a specific point in time
• Do not constitute a guarantee of future performance
• Do not guarantee hiring success or failure

Scalyz shall not be liable for decisions made by the Client based on the results provided.

ARTICLE 7 – SUSPENSION AND TERMINATION

7.1 Suspension

Scalyz may suspend access to the Platform in case of:

• Non-payment
• Breach of these Terms
• Fraudulent or abusive use
• Security risk

7.2 Termination

In case of material breach of these Terms, Scalyz may terminate the contract after fifteen (15) days’ written notice if the breach remains uncured.

Upon termination:

• Access to the Platform is immediately suspended
• Unused credits are non-refundable except under the refund policy

ARTICLE 8 – SECURITY AND PLATFORM EVOLUTION

8.1 Security Measures

Scalyz implements technical and organizational measures aligned with professional SaaS standards, including:

• Hosting within the European Union
• Encryption in transit (TLS/HTTPS)
• Encryption at rest
• Regular backups
• Access logging
• Multi-factor authentication for internal access
• Least-privilege access control

These measures may evolve to maintain an appropriate level of security.

8.2 Platform Evolution

Scalyz reserves the right to evolve, improve, or adapt the Platform and its features.

Such changes shall not substantially impair the essential functionalities subscribed to by the Client.

Updates may occur without prior notice when necessary for security, compliance, or maintenance reasons.

ARTICLE 9 – LIABILITY AND LIMITATION OF WARRANTY

9.1 Principle

Scalyz undertakes to provide the Platform with reasonable care and in accordance with professional standards.

The Client acknowledges that the Platform operates in SaaS mode and depends in particular on:

• Network infrastructures
• Third-party environments
• Internet connection quality

9.2 Warranty Limitation

The Platform is provided “as is.”

Scalyz does not guarantee:

• Complete absence of errors or interruptions
• Compatibility with all third-party systems
• Suitability for any specific purpose not expressly agreed in writing

9.3 Liability Cap

Scalyz’s total liability, regardless of cause, shall be limited to the total amount (excluding taxes) paid by the Client during the previous twelve (12) months.

Scalyz shall not be liable for:

• Indirect damages
• Loss of business
• Loss of revenue
• Data loss attributable to the Client
• Hiring decisions made based on evaluation results

9.4 Indemnification

The Client shall indemnify and hold Scalyz harmless against any claim, action, or liability arising from:

• Non-compliant use of the Platform
• Breach of these Terms
• Transmission of unauthorized data
• Violation of applicable laws

ARTICLE 10 – PERSONAL DATA

In connection with use of the Platform by a professional Client:

• The Client acts as Data Controller.
• Scalyz acts exclusively as Data Processor.

The parties’ respective obligations are governed by a:

Data Processing Agreement (DPA)
Available at:
Scalyz

The DPA forms an integral part of these Terms.

ARTICLE 11 – CONFIDENTIALITY

Each party agrees to maintain the confidentiality of information exchanged within the contractual relationship.

Confidential information includes:

• Technical information
• Business data
• Custom scenarios
• Evaluation reports

This obligation remains in effect during the contractual period and for three (3) years after termination.

ARTICLE 12 – FORCE MAJEURE

Neither party shall be liable for delay or non-performance due to a force majeure event as defined under applicable law.

Force majeure events include:

• Natural disasters
• Widespread network outages
• Large-scale external cyberattacks
• Government actions
• General strikes

Obligations are suspended for the duration of the event.

ARTICLE 13 – MODIFICATION OF TERMS

Scalyz reserves the right to modify these Terms.

New versions apply to future orders.

In the event of substantial changes affecting ongoing services, the Client shall be informed.

ARTICLE 14 – SEVERABILITY

If any provision of these Terms is declared invalid or unenforceable, the remaining provisions shall remain fully effective.

ARTICLE 15 – GOVERNING LAW AND JURISDICTION

These Terms are governed by French law.

Any dispute relating to their interpretation or execution shall fall under the exclusive jurisdiction of the courts of Paris, unless mandatory legal provisions provide otherwise.