Data protection, general and consumer provisions

Article 22

LOCAL PROCESSING PRINCIPLE

22.1. GeoMind One is designed to operate locally, according to the configuration chosen by the Customer. The Product can operate without any network connection or internet access.

22.2. In a standard local deployment, the Customer Data is processed on the Customer device and remains under its control. GEOVAST 3D does not access the Customer Data in that context.

22.3. Where the Product is used without a network connection, no Customer Data is transmitted to GEOVAST 3D or to any third party as a result of the operation of the Product.

Article 23

CUSTOMER AS CONTROLLER

23.1. The Customer determines the purposes and means of the processing of personal data carried out by means of GeoMind One. It acts as controller.

23.2. The Customer is responsible for compliance with the applicable data protection regulation, in particular the legal basis, the information of data subjects, access rights, retention periods, security measures, impact assessments, the record of processing activities and the management of data subject rights.

Article 24

GEOVAST 3D AS PROCESSOR

24.1. GEOVAST 3D acts as a processor only where it processes personal data on behalf of the Customer, for example during remote support, maintenance, debugging, hosting, monitoring or managed services.

24.2. In those cases, no processing begins before the conclusion of a DPA compliant with article 28 of the GDPR.

Article 25

NO UNNECESSARY DATA TRANSFER

The Customer does not transmit to GEOVAST 3D any personal data, patient data, confidential data, sensitive data, logs containing personal data or sensitive documents, unless strictly necessary and covered by an appropriate written agreement.

Article 26

SUPPORT DATA MINIMIZATION

When requesting support, the Customer minimizes the data shared with GEOVAST 3D. Where possible, it provides screenshots, anonymized logs, synthetic examples, technical descriptions or redacted files rather than real personal data.

Article 27

SECURITY MEASURES

The Customer is responsible for implementing appropriate technical and organizational measures, in particular: (a) physical protection of the device; (b) user access control; (c) strong passwords; (d) role based permissions; (e) encryption where appropriate; (f) network segmentation; (g) firewall protection; (h) regular backups; (i) incident response procedures; (j) staff training; (k) audit logs where required.

Article 28

SENSITIVE AND HEALTH DATA

28.1. If the Customer processes health data, patient records, biometric data, confidential research data, professional secrets, trade secrets or other sensitive data by means of GeoMind One, it ensures that this processing is lawful, documented, secured, limited and supervised.

28.2. GEOVAST 3D does not validate the Customer legal basis for such processing.

Article 29

DATA LOSS

29.1. The Customer is solely responsible for backups and recovery procedures.

29.2. Subject to applicable mandatory provisions, GEOVAST 3D is not responsible for the loss, corruption or deletion of data, for unauthorized access, for a failed backup or for an inability to restore the Customer Data.

Article 30

INCIDENT NOTIFICATION

30.1. If GEOVAST 3D becomes aware of a security incident affecting personal data processed on behalf of the Customer, GEOVAST 3D informs the Customer without undue delay, provided that a DPA exists and that GEOVAST 3D has sufficient information to identify the Customer and the incident.

30.2. The Customer remains responsible for any notification to the authorities or to the persons concerned, unless otherwise required by law.

Article 31

LIMITATION OF LIABILITY

31.1. Subject to article 31.2, the total aggregate liability of GEOVAST 3D under these Terms shall not exceed the total amount paid by the Customer for the Product concerned.

31.2. The limitations and exclusions of liability provided by these Terms do not apply: (a) in the event of wilful misconduct or gross negligence of GEOVAST 3D; (b) in the event of personal injury or death; (c) under product liability of a public policy nature; (d) under the mandatory legal guarantees, in particular the legal guarantee of conformity and the guarantee against hidden defects; (e) in any other case where applicable law prohibits such a limitation.

Article 32

EXCLUSION OF INDIRECT DAMAGES

Subject to article 31.2, GEOVAST 3D is not liable for loss of data, loss of profit, business interruption, reputational harm, regulatory penalties, third party claims, loss of opportunity or indirect damages.

Article 33

CUSTOMER WARRANTY AND INDEMNIFICATION

33.1. Subject to applicable mandatory provisions, the Customer indemnifies GEOVAST 3D against any claim, action, judgment, damage, cost or reasonable expense, including defense costs, arising from: (a) the use of the Product by the Customer or its users in breach of these Terms, the Documentation, the licenses of the Third Party Components or the law; (b) the Customer Data and the Customer compliance with its obligations as controller; (c) the use of the Product for a medical or regulated purpose without the required conformity within the meaning of article 2.

Article 34

CONFIDENTIALITY

34.1. Each Party undertakes to keep confidential the confidential information of the other Party to which it has access, to use it only for the performance of these Terms and not to disclose it to third parties, except where required by law.

34.2. Confidential information includes in particular information relating to the architecture, the models, the know how and the trade secrets of GEOVAST 3D, as well as the Customer Data.

34.3. This obligation remains for the duration of the relationship and for a period of five (5) years after its end.

Article 35

FORCE MAJEURE

Neither Party is liable for a failure resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code, in particular natural disaster, major network incident, failure of a third party supplier, component shortage or decision of a public authority. The affected Party informs the other as soon as possible.

Article 36

ASSIGNMENT AND SUBCONTRACTING

36.1. The Customer may not assign or transfer these Terms without the prior written consent of GEOVAST 3D.

36.2. GEOVAST 3D may use subcontractors to perform its services, subject to compliance with the applicable obligations, in particular regarding data protection.

Article 37

COMPLIANCE AND EXPORT CONTROL

The Customer undertakes to use the Product in compliance with applicable laws, including export control and dual use regulations, and not to re export it in breach of those regulations.

Article 38

SEVERABILITY

If any provision of these Terms is held void, illegal or unenforceable, in whole or in part, by a competent court, that provision is deemed unwritten or reduced to the strict extent necessary, without affecting the validity of the other provisions, which remain fully in force. The Parties will use their best efforts to replace it with a valid provision of equivalent economic effect.

Article 39

SURVIVAL

The provisions which, by their nature, are intended to survive the end of the contractual relationship remain applicable, in particular the articles relating to intellectual property, retention of title, limitation of liability, indemnification, confidentiality, data protection and governing law.

Article 40

WAIVER

The fact that a Party does not rely on a breach by the other Party shall not constitute a waiver of the right to rely later on that breach or on another breach.

Article 41

NOTICES

Any notice under these Terms is validly given in writing, by post or by email, to the contact details stated in the Quotation or Invoice and, for GEOVAST 3D, at ponciano@geovast3d.com. Notices by email are deemed received on the date they are sent, subject to the absence of a transmission failure.

Article 42

GOVERNING LAW

These Terms are governed by French law, without prejudice to the mandatory provisions of European Union law and to the applicable public policy rules. Where the Customer is a consumer, it retains the benefit of the mandatory protective provisions of the law of the country in which it has its habitual residence.

Article 43

JURISDICTION

Any dispute relating to their validity, interpretation or performance falls within the exclusive jurisdiction of the competent courts of Dijon, France, subject to the applicable mandatory rules of jurisdiction. This jurisdiction clause does not apply to consumers, who are subject to the protective rules of jurisdiction provided by law, in particular the option to bring proceedings before the court of their place of domicile.

Article 44

LANGUAGE

In the event of any discrepancy between translated versions, the French version prevails.

Article 45

CONSUMER LEGAL GUARANTEES

45.1. The consumer benefits from the legal guarantee of conformity provided by articles L217-3 and following of the French Consumer Code, allowing it, in the event of a lack of conformity, to obtain that the goods be brought into conformity, free of charge and within a reasonable time. This guarantee applies for two (2) years from delivery of the goods, defects appearing within that period being presumed to exist at the day of delivery.

45.2. The consumer also benefits from the legal guarantee against hidden defects provided by articles 1641 and following of the French Civil Code, allowing it, in the event of a hidden defect making the goods unfit for use, to obtain the rescission of the sale or a price reduction.

45.3. These legal guarantees are independent of the commercial warranty provided in Part A and may not be limited or excluded. The consumer has two (2) years from delivery of the goods to act under the legal guarantee of conformity; during that period, the consumer need only establish the existence of the lack of conformity and not its date of appearance. Under this guarantee, the consumer may obtain that the goods be brought into conformity by repair or replacement and, failing that, a price reduction or rescission of the contract, under the conditions of articles L217-1 and following of the Consumer Code. The goods may further be covered by the legal guarantee against hidden defects within the meaning of articles 1641 and following of the Civil Code, allowing, in the event of a hidden defect, rescission of the sale or a price reduction. Where they exist, the spare parts essential to the use of the goods are made available according to the information communicated by GEOVAST 3D.

Article 46

RIGHT OF WITHDRAWAL

46.1. For contracts concluded at a distance or off premises, the consumer has a period of fourteen (14) days to exercise its right of withdrawal, without having to give reasons, from receipt of the Product, in accordance with articles L221-18 and following of the French Consumer Code.

46.2. To exercise this right, the consumer notifies its decision by an unambiguous statement, by email to ponciano@geovast3d.com or by means of the model withdrawal form. GEOVAST 3D refunds the sums paid within fourteen (14) days following the recovery of the Product or proof of its shipment, by the same means of payment.

46.3. The Product must be returned in its original condition. Return costs are borne by the consumer, unless otherwise stated. Certain legal exceptions to the right of withdrawal may apply, in particular for goods made to the consumer specifications or clearly personalized.

Article 47

CONSUMER MEDIATION

47.1. In the event of a dispute, the consumer may, after sending a written complaint to GEOVAST 3D, use free of charge a consumer mediator with a view to an amicable resolution.

47.2. GEOVAST 3D undertakes to join a consumer mediation scheme and to communicate its details to the consumer. Competent mediator: [details to be completed after joining a scheme. TO BE COMPLETED]. The consumer may also use the out of court dispute resolution mechanisms provided by applicable law.

Article 48

CLAUSES NOT APPLICABLE TO CONSUMERS

The following do not apply to the consumer: (a) the limitation of liability and the exclusion of indirect damages provided in articles 31 and 32, to the extent that they would be contrary to the mandatory provisions of consumer law; (b) the exclusive nature of the remedies provided in article 9.2; (c) the jurisdiction clause provided in article 43. The consumer retains all the rights and remedies that the law grants it.

Article 49

COMPLAINTS AND CONTACT

Any complaint may be sent to GEOVAST 3D, 1 Grande Rue, 21500 Quincy-le-Vicomte, France, at ponciano@geovast3d.com.