1. Definitions

For the purposes of these General Terms and Conditions, the following definitions apply:

2. General Provisions

Dotika undertakes to carry out the Assignment in full on the basis of the Client's stated needs, for the amount excluding taxes set out in the Offer.

The Assignment is governed by the General Terms and Conditions in force on the Website on the date the Offer is issued.

The Client's acceptance of the Offer implies acceptance of the General Terms and Conditions in force at that time.

These General Terms and Conditions prevail over the Client's general purchasing conditions, save where expressly agreed otherwise in writing by Dotika. In the event of a conflict between the Offer and these General Terms and Conditions, the Offer prevails on the point concerned.

3. Nature of Dotika's Undertakings

Dotika is bound by a best-efforts obligation. It undertakes to perform the Assignment with the care, diligence and professionalism expected of a specialist firm, deploying qualified practitioners and the state of the art as at the date of performance.

Dotika gives no undertaking as to results regarding the commercial, financial, operational or technical performance the Client may hope to derive from the Assignment. In particular, productivity gains, savings, model accuracy rates or the results of an artificial intelligence system depend on factors outside Dotika's control, including the quality and availability of the Client's data, its internal organisation, adoption by its teams, and changes in technologies and third-party vendors.

Deliverables and recommendations reflect the state of knowledge, technology and the regulatory framework as at the date they are provided. They constitute neither legal advice, nor tax advice, nor investment advice. It is for the Client to have any decision with legal or regulatory implications validated by its own advisers.

Where the Assignment includes generative artificial intelligence components, the Client acknowledges that the outputs produced may contain inaccuracies and must be subject to human verification before any operational use or distribution.

4. Pricing and Additional Fees

Prices are stated excluding taxes. Applicable VAT and, where agreed, travel, accommodation and catering expenses are added to the amount set out in the Offer.

Any additional service is payable upon receipt of the corresponding invoice. A deposit equal to half of the agreed fees may be requested as soon as Dotika begins the additional assignment requested by the Client.

Invoices are payable within thirty (30) days of the invoice date, unless otherwise stated in the Offer.

Non-payment of an invoice – whether for part of the Assignment, an additional service or a deposit – will result in the suspension of the ongoing Assignment(s), without any right to compensation on the part of the Client.

Non-payment of an invoice which has been the subject of a formal notice sent by registered letter and left unanswered for thirty (30) days will result in the termination of the Assignment concerned, with liability resting exclusively with the Client, and without any right to damages on the part of the Client.

In accordance with the amended law of 18 April 2004 on payment periods and late payment interest, any invoice unpaid at maturity automatically bears, without prior formal notice, late payment interest at the rate of one per cent (1%) per month, any month started being due in full.

A fixed indemnity of forty euros (€40) for recovery costs is added, together with reimbursement of reasonable and documented recovery costs incurred beyond that amount, including legal and litigation fees.

The Client may not set off any sums owed to Dotika against a claim it holds or believes it holds against Dotika, save with prior written agreement.

5. Client Responsibilities

The Client must accept the Offer within thirty (30) days of its issue.

The Client undertakes to provide all necessary documentation within the agreed deadlines to enable Dotika to carry out the Assignment successfully. This includes providing accurate, up-to-date and complete information.

The Client appoints a single point of contact with the authority required to take the decisions called for by the progress of the Assignment, and makes available, within reasonable timeframes, the agreed access rights, technical environments and team availability.

The Client warrants that it holds all necessary rights over the data, content and systems it transmits to Dotika, and that their disclosure breaches no legal, contractual or confidentiality obligation. It is for the Client not to transmit any sensitive or personal data that is not strictly necessary for the Assignment.

Any delay, unavailability or shortcoming attributable to the Client suspends Dotika's performance deadlines accordingly and may give rise to a revision of the schedule and, where applicable, of the price.

6. Specific Terms for Training

The provisions below apply to any Training, in addition to the other articles of these General Terms and Conditions.

6.1 Enrolment and prerequisites

Enrolment is firm upon receipt of the signed registration form or written acceptance of the Offer. A confirmation setting out the dates, times and access arrangements is sent to the Participant before the start.

Any prerequisites are stated in the description of each Training. It is for the Client and the Participant to verify that they meet the required level; failure to meet the prerequisites gives no right to a refund.

6.2 Cancellation or postponement by the Client

Any cancellation must be notified in writing. The following charges apply, calculated on the price of the Training excluding taxes:

• More than fifteen (15) business days before the start: no charge. Postponement or full refund, at the Client's option.
• Between fifteen (15) and eight (8) business days before the start: fifty per cent (50%) of the price remains due.
• Fewer than eight (8) business days before the start, or the Participant's absence on the day: one hundred per cent (100%) of the price remains due.
• The Client may at any time, and free of charge up to the day before the start, replace an unavailable Participant with another person meeting the prerequisites.

In the event of absence on medical grounds evidenced by a certificate provided within five (5) business days, Dotika will offer a postponement to a later session at no additional cost, subject to availability.

6.3 Cancellation or postponement by Dotika

Dotika may cancel or postpone an open session if the minimum number of participants is not reached. The Client is informed no later than seven (7) business days before the start and is offered, at its option, a postponement to a later session or a full refund of the sums paid.

Dotika may also postpone a session in the event of the unforeseeable unavailability of a trainer or the occurrence of a force majeure event. It will then endeavour to propose a replacement date within a reasonable timeframe.

In these situations, the refund or postponement constitutes the Client's sole compensation, to the exclusion of any damages, in particular in respect of travel or accommodation costs the Client may have incurred.

6.4 Conduct, materials and certificate of attendance

The Participant undertakes to comply with the internal rules of the training venue and with the trainer's instructions. Dotika reserves the right to exclude, without refund, any Participant whose behaviour disrupts the proper running of the session.

Training materials are provided to the Participant for their strictly personal and professional use. Any reproduction, distribution or use for training purposes by a third party is prohibited without Dotika's written agreement.

A certificate of attendance is issued to each Participant at the end of the Training. Dotika issues neither a diploma nor a state-recognised certification, unless expressly stated in the description of the Training.

6.5 Accessibility

Dotika is committed to making its Training accessible to people with disabilities. Anyone concerned is invited to report their accommodation needs at the time of enrolment, at contact@dotika.ai, so that the necessary adjustments (access to premises, materials, pace, tools) can be considered before the start.

7. Right of Withdrawal (Consumers)

The provisions of this article apply only where the Client is a consumer within the meaning of the Luxembourg Consumer Code, that is, a natural person acting for purposes outside their commercial, industrial, craft or professional activity.

Where the contract is concluded at a distance or off-premises, the consumer Client has a period of fourteen (14) calendar days from the conclusion of the contract to withdraw, without having to give reasons or bear any penalty.

To exercise this right, it is sufficient to send an unambiguous statement before the period expires, by e-mail to contact@dotika.ai or by post to Dotika's registered office. Sums paid are refunded no later than fourteen (14) days after receipt of the statement, using the same means of payment as that used for the order.

If the consumer Client expressly requests that performance begin before the withdrawal period expires, and the service is fully performed during that period, they lose their right of withdrawal. If the service is only partly performed, they remain liable for an amount proportionate to what has been supplied up to the point of communicating their withdrawal.

The provisions of the article on Training cancellations apply to the consumer Client only after the withdrawal period has expired, or from the date of their express waiver of it.

8. Termination of the Assignment

In the event of a breach of contractual obligations by either party, the Assignment may be terminated automatically after a thirty (30) day notice period has elapsed without effect.

The Client may terminate the Assignment at any time, subject to thirty (30) days' notice and payment for services rendered up to the effective date of termination.

Dotika may also terminate the Assignment early under the conditions set out in the Offer and these General Terms and Conditions.

Termination, on whatever ground, does not affect those articles which by their nature are intended to survive the contract, in particular those relating to intellectual property, confidentiality, limitation of liability, non-solicitation and governing law.

9. Limitation of Liability

Dotika is liable only for direct, foreseeable and certain damage resulting from a proven breach of its contractual obligations.

Dotika's total aggregate liability, on all grounds combined and whatever the legal basis invoked, is expressly limited to the total amount excluding taxes actually paid by the Client under the Assignment concerned during the twelve (12) months preceding the event giving rise to the damage.

Indirect and non-material damage is excluded from any compensation, in particular: loss of revenue, margin, profit or anticipated savings; business interruption; loss, alteration or corruption of data or files; damage to image or reputation; loss of customers or commercial opportunity; and claims brought against the Client by third parties.

Dotika is not liable for the consequences of inaccurate, incomplete or late information, data or specifications supplied by the Client, nor for decisions taken by the Client on the basis of the Deliverables without validation by its own advisers, nor for failures, pricing changes, interruptions or discontinuation of third-party vendor services, in particular artificial intelligence model and hosting providers.

These limitations do not apply in cases of wilful misconduct, gross negligence or personal injury, nor in cases where Luxembourg law prohibits such a limitation. Where the Client is a consumer, these limitations do not affect the mandatory rights they enjoy.

Any claim must, failing which it is time-barred, be notified in writing to Dotika within twelve (12) months of the discovery of the triggering event.

10. Force Majeure

Neither party may be held liable for a failure to perform its obligations resulting from a force majeure event within the meaning of Luxembourg law, that is, an event that is unforeseeable, irresistible and external to the party invoking it.

The following are notably regarded as such, without this list being exhaustive: natural disasters, fires and floods; epidemics and binding health measures; wars, acts of terrorism and civil unrest; general strikes; major and prolonged failures of telecommunications networks, electricity supply or cloud hosting services; large-scale cyberattacks; and any decision of a public authority rendering performance impossible.

The party prevented from performing shall inform the other without delay and in writing. The affected obligations are suspended for the duration of the impediment, and performance deadlines extended accordingly.

If the impediment continues beyond sixty (60) calendar days, either party may terminate the Assignment automatically by registered letter, with no indemnity on either side, the Client paying for services actually performed as at the date of termination.

11. Insurance

Dotika declares that it has taken out and undertakes to maintain, throughout the duration of the Assignment, an insurance policy covering its professional liability with a reputably solvent insurer.

A valid certificate of insurance is provided to the Client on simple written request.

12. Practitioners, Subcontracting and Non-Solicitation

Dotika remains free to choose its practitioners and to organise their work. It may at any time replace a practitioner with a person of equivalent qualification, without such replacement constituting a breach of contract.

Dotika may entrust all or part of the Assignment to subcontractors or partners of its choosing. In such cases it remains solely liable to the Client for the proper performance of the Assignment and imposes on its subcontractors confidentiality obligations equivalent to those in this contract.

The Client shall refrain from soliciting, hiring or engaging, directly or through an intermediary, any employee or practitioner of Dotika who has worked on the Assignment, throughout its duration and for twelve (12) months following its completion or termination.

In the event of a breach of this obligation, the Client shall automatically owe a fixed indemnity equal to six (6) months of the gross remuneration of the person concerned, without prejudice to compensation for any greater loss. This obligation does not preclude an unsolicited application arising from a public job advertisement where the Client has not directly approached the person concerned.

13. Commercial References

Unless the Client objects in writing, Dotika is authorised to mention the Client's name and logo, together with a general and non-confidential description of the nature of the Assignment, as a commercial reference on its communication materials, its website and its commercial proposals.

This authorisation does not under any circumstances extend to confidential information, quantified results or Deliverables. Any detailed case study or named testimonial is subject to the Client's prior written approval.

The Client may withdraw this authorisation at any time by simple written request, Dotika carrying out the removal within a reasonable time on materials that can still be amended.

14. Intellectual Property

All intellectual property rights relating to studies, audits, recommendations, methodologies, tools, software, training materials or any deliverable provided during the Assignment remain the exclusive property of Dotika unless otherwise agreed in writing.

The Client is granted a personal, non-exclusive and non-transferable right of use, limited to the contractually agreed scope. This right of use is acquired only after full payment of the sums due under the Assignment.

The Client retains all rights over the data, content and documents it provides to Dotika. It grants Dotika, for the duration and needs of the Assignment only, the right to use, reproduce and adapt them.

Dotika retains free use of its know-how, methodologies, tools and the general knowledge acquired in connection with the Assignment, and remains free to perform similar assignments for other clients, including competitors of the Client, subject to its confidentiality obligations.

15. Confidentiality

Both parties undertake to maintain strict confidentiality regarding all information, documents, data or concepts exchanged during the Assignment.

This obligation remains valid for the duration of the Assignment and for two (2) years thereafter.

This obligation does not cover information already public at the time of its disclosure or which has become public without breach, information already lawfully known to the receiving party, information independently developed, and information whose disclosure is required by law or by a competent authority, the party concerned then informing the other to the extent permitted.

16. Data Protection

Dotika undertakes to comply with applicable personal data protection laws, including Regulation (EU) 2016/679 (GDPR).

Data collected for the performance of the Assignment will be processed only as necessary and retained only for the time required.

Where Dotika processes personal data on behalf of the Client under the Assignment, it acts as a processor within the meaning of Article 28 GDPR, on the documented instructions of the Client, who remains the controller. A data processing agreement is concluded between the parties where the nature of the Assignment so requires.

The processing of personal data by Dotika for its own purposes is described in its privacy policy, available at www.dotika.ai/privacy.

The Client may exercise their rights (access, rectification, objection, erasure) by contacting: privacy@dotika.ai

17. Governing Law and Jurisdiction

These General Terms and Conditions are governed by Luxembourg law.

Any dispute concerning their interpretation, validity or performance falls within the exclusive jurisdiction of the courts of the city of Luxembourg, save for any mandatory legal provision to the contrary, in particular in favour of a consumer Client.

If any provision of these General Terms and Conditions were declared void or unenforceable, the remaining provisions would retain full effect and the provision concerned would be replaced by a valid provision of equivalent economic effect.

These General Terms and Conditions are drawn up in French and in English. In the event of a discrepancy in interpretation, the French version prevails.