General Terms of Sale (GTS)

Article 2 — Purpose and Scope

The purpose of these GTS is to define the conditions under which the Publisher provides the Client with access to the GMB Club Service.

Any subscription to the Service implies the Client's unreserved acceptance of these GTS. The applicable GTS are those in force on the date of subscription. Any subsequent amendment will be notified with 30 days' prior notice and will apply upon renewal of the Subscription.

Article 3 — Description of the Service

GMB Club is a local intelligence platform providing, in particular:

• Automated responses to Google reviews powered by artificial intelligence models (including OpenAI, Anthropic, Mistral, Google)
• Competitive positioning analysis by keyword and market insights
• Review-collection campaigns (SMS, Email, WhatsApp) with tracked QR codes
• Generation and publication of multi-network content (Facebook, Instagram, LinkedIn, Pinterest, TikTok, Snapchat, YouTube)
• AI-powered generation of SEO WordPress articles with automatic publication via the GMB Club Connect plugin
• Automated photo retouching, monthly PDF/CSV reports
• Centralised multi-establishment management (Sphères / Bulles architecture)
• Public API with key-based authentication and rate limiting
• Partner / reseller programme with multi-tenant isolation

Service availability

The Publisher undertakes to provide Service availability of 99% on a monthly basis (i.e. a maximum downtime of 7 hours 20 minutes per month). Should this be exceeded, the Client will receive compensation in the form of free subscription days on a pro-rata basis. Scheduled maintenance (announced 48 hours in advance) is not counted.

Article 4 — Trial Period

4.1. Duration and conditions

The Client benefits from a free trial period of 7 days from the creation of their account.

• Access to the full functionality of the Service
• No payment card required to activate the trial period
• Cancellation possible at any time with no cost or commitment

4.2. End of the trial period

• If the Client makes payment: the Subscription is taken out and billing begins immediately
• If the Client does not make payment: access is suspended and data retained for 30 days before permanent deletion

Article 5 — Subscription and Subscription Terms

5.1. Subscription process

1. Creation of an account with a 7-day free trial period
2. Testing of the Service during the trial period (no payment required)
3. Effective subscription upon payment (validation of the Stripe payment link)
4. Explicit acceptance of these GTS upon payment (mandatory checkbox)

The Client warrants the accuracy of the information provided. Any false declaration may result in immediate suspension without refund.

5.2. Commitment term

Any Subscription taken out involves a firm minimum commitment of 12 months, regardless of the pricing plan and method of payment. This commitment runs from the effective payment date.

5.3. Tacit renewal

At the end of the initial commitment period, the Subscription is tacitly renewed for successive periods of 12 months. The Publisher notifies the Client by email 60 days before the renewal date.

Article 6 — Pricing

6.1. Price schedule

Billing is carried out per Bulle (business location) with the following degressive rates (excluding VAT where applicable):

6.2. Payment terms

A) Monthly payment

• Billing each month by direct debit
• Minimum 12-month commitment

B) Annual payment

• Single upfront billing for 12 months
• 10% discount applied to the total annual amount

6.3. Price changes

Any change in pricing will be notified by email with 60 days' prior notice and will apply from the renewal date for existing clients. The Client has 30 days in which to terminate without penalty should they refuse the new terms.

Article 7 — Payment Terms

7.1. Accepted payment methods

Payments are made exclusively by direct debit via the secure Stripe platform:

1. The Publisher sends a secure payment link by email
2. The Client enters their bank details on the Stripe interface
3. Direct debit is set up for future payment dates

7.2. Billing and due dates

• Invoices are issued automatically and sent by email
• Monthly payment: direct debit on the last day of each month
• Annual payment: direct debit upon subscription and on each annual anniversary thereafter
• Payment period: 30 days end of month from the date of issue

7.3. Late or non-payment

7.4. Failed direct debit

• The Client is notified immediately by email
• New attempt within 3 working days
• After 2 consecutive failures: suspension of access until payment is regularised

Article 8 — Termination

8.1. Termination by the Client

During the commitment period (first 12 months)

• Termination notice period: 3 months
• Termination takes effect at the end of the notice period
• The Client remains liable for monthly instalments during the notice period
• No early termination fee applies

After the initial commitment period

• Termination notice period: 3 months
• Termination must be notified before the tacit renewal date
• Failing timely notification, the Subscription is renewed for 12 months

Procedure

The termination request must be sent by email to [email protected] specifying: name of the establishment, client account number, desired termination date. An acknowledgement of receipt will be sent within 48 working hours.

8.2. Termination by the Publisher

The Publisher may terminate the Subscription automatically, without notice or compensation, in particular in the event of:

• Non-payment of an invoice within 30 days of its due date
• Breach of the GTS or the Terms of Use
• Fraudulent or abusive use of the Service (spam, non-compliance with GDPR, scraping, etc.)
• False declaration upon subscription
• Attempted hacking or transmission of viruses

8.3. Consequences of termination

• Access to the Service immediately suspended on the effective date
• Data retained for 30 days and then permanently deleted
• The Client may request a data extraction within 15 days before the effective termination
• All OAuth tokens are revoked and deleted
• All sums due remain fully payable
• No pro-rata refund for annual Subscriptions

Article 9 — Obligations of the Parties

9.1. Obligations of the Publisher

• Provide access to the Service in accordance with the functionality described
• Ensure Service availability of 99% (excluding scheduled maintenance)
• Guarantee the security and confidentiality of the Client's data
• Provide technical support by email within 48 working hours
• Comply with the GDPR regulations in force
• Inform the Client of any security incident affecting their data

9.2. Obligations of the Client

• Provide accurate and up-to-date information upon subscription
• Use the Service in accordance with its intended purpose and these GTS
• Respect the Publisher's intellectual property rights
• Not attempt to circumvent the Service's security measures
• Warrant that the consent of recipients of SMS/Email/WhatsApp campaigns has been obtained (see Terms of Use, Art. 4)
• Ensure that they hold the necessary rights to the content published via the Service
• Comply with the terms of use of third-party APIs (Google, Meta, LinkedIn, TikTok, etc.)
• Keep their payment methods up to date
• Make regular back-ups of their strategic data

Article 10 — Warranties and Liability

10.1. Warranties

The Service is provided "as is". The Publisher warrants that the Service complies with the functionality described, meets the security standards in force and is regularly maintained.

The Publisher does not warrant:

• Any specific commercial result (increase in reviews, improvement of rating, etc.)
• The total absence of interruptions or errors
• The proper functioning of third-party APIs (Google, Meta, LinkedIn, etc.)
• The accuracy or originality of AI-generated content

10.2. Limitation of liability

The Publisher's liability is limited to proven direct damages resulting from a breach of its contractual obligations.

The following are expressly excluded:

• Indirect damages: loss of turnover, loss of clientele, loss of image, loss of data
• Malfunctions caused by third-party APIs (Google, OpenAI, Meta, etc.)
• The consequences of non-compliant use of the Service by the Client
• AI-generated content published without prior validation by the Client
• Decisions taken by Google regarding the visibility or ranking of establishments

10.3. Suspension, restriction or ban by third-party platforms

The Client acknowledges that its accounts, listings and digital assets hosted or managed by third-party platforms — in particular its Google Business Profile listing and Google account, its social media accounts (Facebook, Instagram, LinkedIn, TikTok, etc.) as well as its website and hosting — remain subject to the terms of use and specific rules of those platforms, over which the Publisher has no decision-making power or control.

Accordingly, the Publisher cannot be held liable for any suspension, restriction, reduction of visibility, deindexing, deletion or ban of such an account, listing, site or content, decided by the relevant third-party platform, whatever the cause (in particular an alleged or established breach of its rules, content published by the Client, a report by a third party, or a unilateral change to its policy).

It is the Client's sole responsibility to know and comply with the terms of use of each third-party platform (see Article 9.2). Use of the Service does not relieve the Client of this responsibility and does not constitute any guarantee against such a measure.

10.4. Insurance

The Publisher declares that it is covered by professional civil liability insurance with a notoriously solvent insurer.

Article 11 — Intellectual Property

11.1. Ownership of the platform

The GMB Club Service, its source code, its algorithms, its graphical interface and its databases are and remain the exclusive property of the Publisher. The Subscription confers on the Client a personal, non-exclusive, non-assignable and non-transferable right of use, strictly limited to the duration of the Subscription.

The Client shall refrain, in particular, from:

• Copying, modifying, decompiling or adapting all or part of the Service
• Extracting or attempting to extract the source code
• Granting sub-licences or reselling access to the Service
• Using the Service to develop a competing product

11.2. Client content

The Client remains the owner of their data and content. They grant the Publisher a worldwide, non-exclusive and free-of-charge licence to host and process them in the context of providing the Service.

11.3. Content generated by the Service

Content created by the Service (review responses, articles, captions, retouched photos) belongs to the Client upon generation. The Publisher retains the right to use them in an anonymised and aggregated form for statistical purposes and to improve the Service.

11.4. Trademarks

The "GMB Club" and "A2Z" trademarks are the property of the Publisher. Any unauthorised use is prohibited.

Article 12 — Protection of Personal Data (GDPR)

12.1. Data controller and DPO

The Publisher acts as Data Controller for Client data (accounts, billing). For data relating to the Clients' contacts, the Publisher acts as Processor — see the Terms of Use for details.

DPO: Adam ABDELMOUMEN — [email protected]

12.2. Data collected

Within the contractual framework, the following data are collected: Firebase identifiers, name/email/telephone, GBP establishment data, OAuth tokens (encrypted), contacts imported by the Client, billing history (Stripe), connection logs.

12.3. Purposes and legal bases

12.4. Sub-processors

The main sub-processors are: Firebase (Google), OpenAI, Anthropic (Claude), Mistral AI, Google Gemini, Perplexity AI, DataForSEO, Sweego (SMS), Meta, LinkedIn, Pinterest, TikTok, Snapchat, YouTube Data API v3 (Google), Stripe, Hostinger. Transfers outside the EU are governed by the Standard Contractual Clauses (SCC) or the Data Privacy Framework. See the full list in the Privacy Policy (section 4.2).

12.5. Retention periods

12.6. Rights of data subjects

Access, rectification, erasure, restriction, portability, objection. Contact: [email protected]. Response time: 1 month maximum. Right to lodge a complaint with the CNIL (www.cnil.fr — 3 Place de Fontenoy, 75334 Paris Cedex 07).

12.7. Data security

• Encryption of OAuth tokens (AES/Fernet), mandatory HTTPS
• Firebase authentication, SHA256-hashed API keys
• Rate limiting and partitioning per Bulle
• Notification to the CNIL within 72 hours in the event of a data breach

Article 13 — Force Majeure

The Publisher may not be held liable for non-performance of its obligations in the event of force majeure within the meaning of Article 1218 of the French Civil Code, including in particular: natural disasters, large-scale cyberattacks, widespread Internet outages, governmental decisions, major failures of third-party APIs, epidemics.

If the situation persists for more than 60 days, either party may terminate the contract without penalty. The Publisher undertakes to inform the Client as soon as possible.

Article 14 — Amendment of the GTS

Amendments are notified by email with 30 days' prior notice. The new GTS are published on the site together with the update date. Continued use of the Service constitutes acceptance. In the event of refusal, the Client may terminate without penalty within 30 days of notification.

Article 15 — Assignment of the Contract

This contract is concluded intuitu personae. The Client may not assign its rights and obligations without the prior written consent of the Publisher. The Publisher may freely assign the contract in the context of a restructuring or acquisition operation, with notification to the Client within 30 days.

Article 16 — Miscellaneous Provisions

Severability: If any provision is declared void, the others remain in force. The parties undertake to replace it with a clause of equivalent effect.

Non-waiver: The failure to enforce a breach does not constitute a waiver of the right to invoke such breach at a later date.

Entire agreement: These GTS, together with the Terms of Use, constitute the entire agreement between the parties.

Article 17 — Applicable Law and Competent Jurisdiction

Applicable law

These GTS are governed by and construed in accordance with French law.

Amicable settlement

In the event of a dispute, the parties undertake to seek an amicable solution before any judicial action. Contact: [email protected].

Mediation

For clients qualifying as "consumers" within the meaning of consumer law, a consumer mediator may be referred to in the event of failure of the amicable attempt. Contact details provided on request.

Competent jurisdiction

Failing amicable resolution, any dispute shall fall within the exclusive jurisdiction of the courts of Toulon, France, notwithstanding plurality of defendants or third-party proceedings. This clause applies only to professional clients.

Article 18 — Contact