General Terms and Conditions of Sale (GTC) for the Genii solution

Intermediated distribution channels

Last updated: July 23, 2026

These general terms and conditions of sale (the “Terms”) are published by THE CHATBOT FACTORY, a simplified joint-stock company (SAS) with share capital of 9,600 euros, whose registered office is located at 16, Villa des Nympheas – 75020 Paris, France, registered with the Paris Trade and Companies Register under number 789 487 121 (“THE CHATBOT FACTORY”). tolk.ai is a registered trademark and trade name belonging to THE CHATBOT FACTORY.

Article 1 – Definitions

Terms and expressions identified by a capital letter, whether singular or plural, have the following meaning:

  • “Subscription”: the subscription to the Service under a Plan or a Quote, for the term and in accordance with the terms attached thereto;
  • “Terms of Use”: the general terms of use of the Solution published by THE CHATBOT FACTORY, available at https://www.tolk.ai/en/legal/cgu-genii, which govern the use of the Service;
  • “Client”: any professional, whether a legal entity or an individual, acting for purposes falling within the scope of its professional activity, who subscribes to the Service;
  • “Conversation”: a set of messages exchanged, via the Solution, between a User and the artificial intelligence used for customer relationship purposes; a Conversation begins with the first request or the first message sent by the User and ends fifteen (15) minutes after the last message sent by the User;
  • “Quote”: the commercial document issued by THE CHATBOT FACTORY (quote or purchase order) describing the Services subscribed to, the Subscription terms and the applicable financial terms, and referring to these Terms;
  • “DPA”: the personal data processing agreement entered into between THE CHATBOT FACTORY and the Client, available at https://www.tolk.ai/en/legal/dpa;
  • “Plan”: a Subscription formula for the Service (including, where applicable, the Free Plan) as described and priced on the relevant Distribution Platform;
  • “Free Plan”: the Plan provided without financial consideration, under the specific conditions of article 5.3;
  • “Distribution Platform”: any marketplace, app store or third-party platform (such as, in particular, the Shopify App Store) through which the Service may be subscribed to, billed or installed;
  • “Service”: the provision, on a SaaS basis, of the Genii Solution and the associated Platform, as described in the Terms of Use, together with any ancillary services that may be described in the Plan or the Quote;
  • “Solution”: the artificial intelligence-based customer relationship service published by THE CHATBOT FACTORY under the name “Genii”, intended to be deployed by the Client to its Users;
  • “Usage”: any unit of consumption of the Service, other than the Conversation, defined in the Plan or the Quote;
  • “User”: the Client’s users and/or visitors who use the Solution deployed by the Client.

Article 2 – Purpose, scope of application and acceptance

2.1. These Terms are intended to define the conditions under which THE CHATBOT FACTORY sells the Service to the Client when the subscription is made through an intermediated distribution channel, i.e.: (i) through a Distribution Platform, or (ii) on the basis of a Quote referring to these Terms, including where the order falls within an intermediated purchasing channel (purchasing group, reseller or integrator).

2.2. Purpose of the offer. The Service is intended exclusively for professionals established in France, for the needs of their professional activity, and is provided in French. The Client represents that it is acting in this capacity. The Service is not intended for consumers within the meaning of the French Consumer Code.

2.3. The use of the Service is governed by the Terms of Use, which together with these Terms, the DPA and, where applicable, the Quote, form an indivisible contractual whole (the “Agreement”).

Article 3 – Contractual documents and order of precedence

3.1. The Agreement is made up of the following documents, listed in descending order of precedence: (i) the Quote, where applicable; (ii) these Terms; (iii) the Terms of Use; (iv) the DPA. In the event of any contradiction, the higher-ranking document shall prevail.

3.2. Precedence of a specific signed contract. These Terms and the Terms of Use apply in the absence of a specific contract signed between the parties. Where a framework agreement or any other specific contract has been signed between THE CHATBOT FACTORY and the Client, that contract shall fully prevail over these Terms and the Terms of Use for the Services it covers.

3.3. 3.3. Exclusion of the Client’s terms and conditions. The Client’s general purchasing terms and conditions or any other document originating from the Client that is likely to contradict all or part of these terms shall be of no effect, unless expressly and in writing accepted by THE CHATBOT FACTORY.

3.4. Public procurement. Where the provision of the Service forms part of the performance of a public contract, the mandatory provisions of the documents of that contract applicable to THE CHATBOT FACTORY shall prevail, to that extent only, over any contrary provisions of these Terms. These Terms shall not be construed as derogating from the public policy rules governing public procurement.

3.5. The specific terms of the Distribution Platform (marketplace terms of use, and its operator’s billing and refund arrangements) apply to the relationship between the Client and the operator of that platform. They create no obligation on THE CHATBOT FACTORY beyond those set out in the Agreement.

Article 4 – Acceptance and evidence

4.1. These Terms are accepted by the Client: (i) via the Distribution Platforms channel, upon installation, activation or subscription of the Service, through any online acceptance mechanism provided for that purpose (checkbox, validation button or equivalent mechanism), use of the Service in any event constituting acceptance; (ii) via the Quote channel, by signing the Quote referring to these Terms, the Client acknowledging having read them and accepting them without reservation.

4.2. The Terms accepted are those in force on the date of subscription, in their time-stamped version published at https://www.tolk.ai/en/legal/cgv-genii. THE CHATBOT FACTORY archives each version of the Terms as well as the technical evidence of their acceptance, which shall be conclusive evidence between the parties.

4.3. In accordance with articles 1366 and 1367 of the French Civil Code, electronic writing and signature have the same evidential value as writing and signature on paper. THE CHATBOT FACTORY’s computerized records and logs and, where applicable, those of the Distribution Platform, constitute admissible means of evidence.

Article 5 – Subscription, Plans and Quotes

5.1. Subscription via a Distribution Platform

The Client subscribes to the Plan of its choice among those presented on the Distribution Platform. The description of the Plan (features, included Conversation or Usage quotas, Subscription price, overage pricing) appears on the Service listing published on the Distribution Platform and supplements these Terms. The subscription takes effect upon the Client’s confirmation of the Plan and, where applicable, of the usage-based fees and their spending cap, in accordance with the process of the Distribution Platform.

5.2. Subscription by Quote

Via the Quote channel, the Services subscribed to, the quotas, the term and the financial terms are those set out in the signed Quote. Signature of the Quote constitutes a firm order.

5.3. Free Plan

Where a Free Plan is offered, it constitutes a trial period, the duration, functional limits and quotas of which are described on the Distribution Platform. It is provided “as is”, without any commitment as to service level, availability or individualized support. At the end of the trial period, in the absence of a subscription to a paid plan, access to the Service ceases and the Client’s data is deleted within fifteen (15) days, without further notice or notification, the Client being invited to export its data before that deadline. THE CHATBOT FACTORY may also modify, suspend or discontinue the Free Plan at any time, subject to reasonable notice for ongoing trial periods.

5.4. Changes to Plans

THE CHATBOT FACTORY may change the content of the Plans. Any substantially unfavorable change applicable to an ongoing Subscription shall be notified to the Client at least thirty (30) days before it takes effect; the Client may then terminate its Subscription free of charge before such change takes effect, under the conditions set out in article 9.

Article 6 – Price

6.1. The applicable prices are: (i) via the Distribution Platforms channel, those displayed for the relevant Plan on the Distribution Platform on the date of subscription or renewal; (ii) via the Quote channel, those set out in the Quote, which are fixed for the order in question.

6.2. Unless otherwise stated, prices are exclusive of tax and are increased by value added tax and any other tax applicable on the date of invoicing.

6.3. Revision. Via the Distribution Platforms channel, THE CHATBOT FACTORY may change the price of the Plans by notifying the Client at least thirty (30) days before it takes effect; the new price shall apply as from the billing cycle following such effective date. A Client who does not accept the new price may terminate its Subscription free of charge before such effective date, under the conditions set out in article 9.

Article 7 – Invoicing and payment

7.1. Distribution Platforms channel

The Subscription and usage-based fees are billed and collected by the operator of the Distribution Platform, on behalf of THE CHATBOT FACTORY, in accordance with that operator’s billing cycles (generally thirty (30) day cycles), payment methods and terms, which the Client accepts upon subscribing.

Non-payment noted by the operator of the Distribution Platform entitles THE CHATBOT FACTORY to suspend the Service under the conditions set out in the Terms of Use and to terminate the Subscription under the conditions set out in article 9.

7.2. Quote channel

Invoices issued by THE CHATBOT FACTORY are payable within thirty (30) days of their issue date, provided that the payment term may not exceed the caps set out in article L. 441-10 of the French Commercial Code. Any late payment automatically entails, without prior formal notice: (i) the application of late payment interest at a rate equal to three (3) times the statutory interest rate; (ii) the payability of the fixed compensation for recovery costs of forty (40) euros provided for in article D. 441-5 of the French Commercial Code, without prejudice to any additional compensation upon proof.

7.3. Miscellaneous

No consumption of Conversations or Usage lower than the subscribed quota shall give rise to any refund, credit or carry-over, unless otherwise stated in the Quote.

Article 8 – Quotas and overages

8.1. Use of the Service is subject to the Conversation or Usage quotas attached to the Plan or the Quote. The Client may check the status of its consumption at any time from the Platform.

8.2. Distribution Platforms channel. Conversations or Usage exceeding the quota included in the Plan are billed on a usage basis, at the overage rate displayed for the relevant Plan, within the spending cap accepted by the Client upon subscription. Once that cap is reached, the provision of additional Conversations or Usage is suspended until the start of the next billing cycle or until the Client accepts an increase in the cap, in accordance with the process offered by the Distribution Platform. The Client acknowledges that such suspension, resulting from the cap it has itself accepted, does not constitute a breach by THE CHATBOT FACTORY.

8.3. Quote channel. Quota overages are billed in accordance with the pricing schedule provided with the Quote or, failing that, by additional packs under the terms set out therein.

Article 9 – Term, renewal and termination

9.1. Distribution Platforms channel

The Subscription is taken out for the duration of the chosen Plan’s billing cycle and automatically renews for successive periods of the same duration. The Customer may terminate the Subscription at any time, without cause, by cancelling via the Distribution Platform or by uninstalling the Service; termination takes effect at the end of the current cycle, without any pro-rata refund for the cycle in progress, and any amounts due for recorded usage charges remain payable.

9.2. Quote channel

The duration of the Subscription, and its renewal and termination terms, are those set out in the Quote.

9.3. Termination for breach

Each party may terminate the Subscription in the event of a breach by the other party of its material obligations, if not remedied within thirty (30) days of a formal notice sent in writing and left without effect. THE CHATBOT FACTORY may also terminate the Subscription with immediate effect, after notification, in the event of a critical breach by the Client, understood as: a violation of the prohibited uses described in the Terms of Use, an attack on the security or integrity of the Service, use of the Service for unlawful purposes, or persistent non-payment after a reminder.

9.4. Effects of the end of the Agreement

The end of the Subscription, whatever the cause, results in the termination of the right to use the Service. The fate of the Client’s data and reversibility are governed by the Terms of Use and the DPA. Provisions which, by their nature, are intended to survive (in particular liability, confidentiality, intellectual property, evidence, and governing law) remain in force.

Article 10 – Purchase for resale

10.1. Where the Client is a reseller, an integrator or a purchasing group acquiring the Service with a view to making it available to a final third-party user (the “Beneficiary”), it represents that it holds such capacity and undertakes to: (i) have the Terms of Use accepted by the Beneficiary prior to any use of the Service; (ii) pass on to the Beneficiary the usage restrictions and the provisions relating to data and artificial intelligence set out in the Terms of Use; (iii) make no commitment in the name or on behalf of THE CHATBOT FACTORY, grant no warranty beyond those set out in the Agreement, and in no way act as agent of THE CHATBOT FACTORY.

10.2. The reseller Client remains liable to THE CHATBOT FACTORY for payment of the price and compliance with the Agreement, including for acts of the Beneficiary. These Terms confer on the Client no exclusivity and no right to use THE CHATBOT FACTORY’s trademarks and distinctive signs beyond what is strictly necessary for the authorized resale.

Article 11 – Liability

11.1. THE CHATBOT FACTORY is subject to a best-efforts obligation in the provision of the Service.

11.2. The liability of THE CHATBOT FACTORY may only be sought in the event of direct damage resulting from a proven breach of one of its contractual obligations. THE CHATBOT FACTORY may not be held liable for any indirect damage of any kind suffered by the Client, including, without limitation, administrative or judicial fines, loss of profit, loss of earnings, loss of business, loss of data, loss of opportunity, any commercial disturbance, or damage to reputation.

11.3. General cap. If the liability of THE CHATBOT FACTORY were to be established, taking all causes and all damages together, the Client could not claim total compensation exceeding: (i) for paid Plans and Subscriptions under a Quote, one hundred percent (100%) of the amounts actually paid by the Client for the Service during the twelve (12) months preceding the event giving rise to liability; (ii) for the Free Plan, a fixed amount of one hundred (100) euros.

11.4. Specific cap – data and confidentiality. By way of exception to article 11.3, in the event of an established breach by THE CHATBOT FACTORY of its obligations relating to the protection of personal data or confidentiality, the compensation cap is increased to: (i) for paid Plans and Subscriptions under a Quote, three (3) times the amounts actually paid by the Client for the Service during the twelve (12) months preceding the event giving rise to liability; (ii) for the Free Plan, a fixed amount of five hundred (500) euros. This specific cap replaces, for these breaches only, the general cap and constitutes the overall maximum compensation in this respect.

11.5. Exceptions. The limitations and caps set out in articles 11.2 to 11.4 shall not apply in the event of gross or willful misconduct by THE CHATBOT FACTORY, nor in the event of personal injury caused by it, nor in any other case where the law prohibits limiting liability.

11.6. The provisions of this article, which reflect the allocation of risk agreed between the parties in light of the overall economics of the Agreement and the price level of the Service, apply to the maximum extent permitted by law. If any of them were to be deemed unwritten, the others shall remain in full effect.

11.7. The liability of THE CHATBOT FACTORY may not be engaged on account of: (i) the Client’s content, Documentary Resources, configurations and instructions; (ii) the use made by the Client or its Users of the Service and of the generated content, under the conditions set out in the Terms of Use; (iii) events attributable to the operator of a Distribution Platform, to an electronic communications network, or to any third party beyond its control.

Article 12 – Insurance

THE CHATBOT FACTORY represents that it has taken out and undertakes to maintain, for the entire term of the Agreement, an insurance policy with a notoriously solvent insurer covering its professional civil liability. It shall provide the Client, upon request, with a valid certificate of insurance.

Article 13 – Force majeure and unforeseeability

13.1. Neither party may be held liable for a failure to perform its obligations resulting from a case of force majeure within the meaning of article 1218 of the Civil Code. If the impediment is temporary, performance of the obligations is suspended; if it continues for more than thirty (30) days, either party may terminate the Subscription by written notice, without compensation.

13.2. In the event of unforeseeable circumstances making performance excessively onerous for a party within the meaning of article 1195 of the Civil Code, the parties shall meet in good faith to renegotiate the Agreement, each continuing to perform its obligations during the renegotiation.

Article 14 – Commercial reference

Le Client autorise THE CHATBOT FACTORY à citer son nom et à reproduire son logo à titre de référence commerciale, sur tout support. Le Client peut retirer cette autorisation à tout moment, par simple notification écrite, avec effet pour l’avenir dans un délai raisonnable.

Article 15 – General provisions

15.1. Assignment. The Client may not assign or transfer the Agreement without the prior written consent of THE CHATBOT FACTORY. THE CHATBOT FACTORY may freely assign or transfer all or part of the Agreement to any entity that it controls, that controls it, or that is under common control with it, within the meaning of articles L. 233-1 and L. 233-3 of the French Commercial Code, as well as in connection with any merger, contribution of assets or transfer of business.

15.2. No waiver. The fact that a party does not rely on a breach by the other party shall not constitute a waiver of its right to rely on it at a later date.

15.3. Partial invalidity. If any provision of the Agreement is declared invalid or deemed unwritten, the other provisions shall remain in full force; the parties shall negotiate in good faith a replacement provision consistent with the spirit of the provision in question.

15.4. Notifications. Unless otherwise stated, notifications are validly given in writing, including by email to the address provided by the Client upon subscription, the Client undertaking to keep it up to date.

15.5. Language. These Terms are drafted in French. Any translation provided is for convenience only; the French version alone shall prevail.

15.6. Evidence agreement. The Service’s technical records (connection logs, usage meters, acceptance timestamps) shall be conclusive evidence between the parties, unless proven otherwise.

Article 16 – Governing law and jurisdiction

The Contract is governed by French law. The parties shall endeavor to settle amicably any dispute relating to its formation, performance, interpretation, or termination.

Failing an amicable settlement within one (1) month following written notification of the dispute by one party to the other, any dispute shall be subject to the exclusive jurisdiction of the competent courts of Paris, notwithstanding any application for summary proceedings, incidental claims, or third-party claims involving multiple defendants.