Terms of Service

This English version is provided for convenience. In the event of any discrepancy, the French version prevails.

1. Purpose and scope

These Terms of Service (the "Terms") and the documents entitled "Appendices" set out the conditions under which any professional customer, whether an individual or a legal entity (the "Customer"), subscribes online to and uses the service provided by BOLDO SAS (the "Service"). Quote-based offers are governed by a separate contract.

The Service is a Software-as-a-Service that gives professionals online access to a collaborative enterprise architecture modeling application with the following features:

1. An inventory of the company's assets, such as applications, teams, data flows, business capabilities, interfaces, actors, processes, projects, suppliers, equipment, etc.;
2. An inventory of the relationships between assets;
3. Visualization of assets, application interconnections and API interfaces, and their relationships (metamodel management, generation of diagrams and views);
4. Depending on the plan selected by the Customer, process modeling, including the creation of workflows, sequences and operational maps;
5. Management of user roles, access domains, and domains of responsibility and ownership applied to assets;
6. Provision of the software environments and features, data hosting, support and application maintenance, authentication and security;
7. Where activated by the Customer, AI features that use an AI model or system, such as an AI assistant or agent, provided by the Provider or connected through an API key or MCP, to search, analyze or suggest items in the Customer's workspace (assets, relationships, diagrams, views) from natural-language instructions within the Service (the "AI Features").

BOLDO (SAS) may change this list of features at any time without incurring any liability, provided it does not remove or substantially degrade the features.

Any document other than these Terms or their Appendices, including information on the website or in advertising, is for information only. No general purchasing conditions may prevail over these Terms unless formally and expressly accepted in writing by the Provider. The Customer expressly acknowledges that these Terms were made available to it before subscribing online, in accordance with Article L. 441-6 of the French Commercial Code.

The Customer certifies that it is acting in the course of a professional activity and therefore acknowledges that consumer protection provisions do not apply to it. Accessing and using the Service, including free of charge or for demonstration purposes, constitutes express and unreserved acceptance of all of these Terms. The Customer confirms that it has read and understood these Terms in full before using the Service, undertakes to comply with them, and guarantees that Users will comply with them.

The contract with the Customer consists of the following documents, listed in descending order of precedence:

1. These Terms;
2. Their appendices: the DPA Appendix, the data processing agreement, available at trust.boldo.io.

These Terms may be amended; the applicable terms are those in force on the date of subscription to the Service or of its renewal.

2. Definitions

"Provider" means BOLDO (SAS), which provides the Boldo Service.

"Service" means the Boldo software application and its operational functions, offered as SaaS, whose features are described in Article 1 of these Terms.

"User(s)" means either the Customer, whether or not it has a user account, or any individual under the Customer's responsibility who has a user account and access to the Service through the Customer's subscription or through a free trial. In the latter case, the Customer guarantees that its Users will comply with these Terms.

"Party" or "Parties" means the Customer and/or the Provider, individually or collectively.

"External Tool" means any artificial intelligence model or system, algorithm, API, service, tool, interconnection, extension or infrastructure provided or controlled by the Customer and connected to the Service, including, without limitation, AI models developed or hosted by the Customer or with which it has contracted. It also covers Model Context Protocol (MCP) interfaces, Model-as-a-Service offerings, third-party APIs and other external services that the Customer operates through the Service but that are neither provided nor controlled by the Provider.

3. Availability of the Service

The Service is available 24 hours a day, 7 days a week, except in the event of (i) force majeure, (ii) events beyond the control of the Provider, including unavailability caused by External Tools, and/or of the Service's hosting provider, or (iii) outages or maintenance needed to keep the Service running properly. Such interruptions do not entitle the Customer to any compensation from the Provider.

The Provider undertakes to use all means at its disposal to ensure good access to the Service and the reliability and speed of the features it provides.

The User acknowledges and accepts the characteristics and limits of data transmission over the internet, as well as the costs of connecting to it. In particular, the User is responsible for ensuring that the hardware and software it uses allow proper access to the Service, and for taking appropriate measures to protect itself against malware. The Provider may suspend access to the Service without notice in the event of abnormal behavior, a risk to the security of the platform or a breach of these Terms, without incurring any liability.

4. Subscription and AI Features

Any subscription is final and may not be cancelled or modified by the Customer, in particular to reduce the number of licenses and/or accesses, except through the termination provided for in Article 6. The subscribed Services may be replaced with Services offering equivalent or better characteristics, without notice and without incurring any liability on the part of the Provider. The Customer undertakes to inform the Provider without delay of any change to the information provided when subscribing, in particular billing details and payment methods.

The online subscription and the Customer's acceptance of these Terms and their Appendices are evidenced by ticking a checkbox when signing up online. The Customer undertakes to bring the contract to the attention of its Users; it is responsible for compliance with the contract by the Users it authorizes and for the confidentiality of the credentials assigned to them. The Customer acknowledges and accepts that its commitment to BOLDO (SAS) does not require a handwritten or electronic signature.

AI Features. The AI Features are included in the subscription. The available modes and the monthly budget depend on the plan subscribed to, as shown in the price list. Activating them, choosing the mode and making them available to each User are decided by the administrator designated by the Customer, in its organization's settings. The AI assistant can search, analyze and suggest items, which the User approves before they are created. The Customer acknowledges that artificial intelligence technologies (whether provided by the Provider or the Customer, or connected through MCP interfaces) may produce inaccurate, biased, outdated or inappropriate results. The Customer undertakes to ensure that Users exercise human oversight over the outputs of AI models or systems and validate them. Users shall not use them in any way that does not match their intended purpose, in particular to circumvent the access rights defined in the platform.

The AI Features are provided in one of the three modes below. The mode determines how responsibilities are shared between the Parties.

• "Boldo Credits" mode: in this mode, inference for the AI Features is performed using artificial intelligence services operated by providers established in the European Union. The Provider undertakes to maintain and update the model in line with security best practices, and guarantees that the Customer's data is not used to retrain the model. Usage is included in the subscription up to a monthly budget specific to the plan subscribed to. The price list shows the level of this budget from one plan to another; consumption and the budget renewal date are displayed in the Service. Once this limit is reached, requests are blocked until the next period, and the Customer may request a higher budget, on quote. The Customer and Users are informed that they are interacting with an AI when they use this feature.
• "Customer Key (BYOK)" mode: the Customer connects an AI model provider of its choice, which it has developed or contracted with, hosted in the cloud or on its own infrastructure (on-premise). This mode involves the use of an External Tool. The contractual and financial terms of the services provided by this AI model or system and this API key are governed by the contract between the Customer and the model provider. Tokens consumed by Users' requests on Boldo through the Customer's key remain the Customer's cost and responsibility and are not included in the Boldo subscription.
• "MCP connection (Model Context Protocol)" mode: a User authorized by the Customer connects a third-party tool of their choice to the Service through the Provider's MCP protocol. Depending on the access level selected, this tool can read the metamodel, read the data, suggest changes that a User approves in the Service, or change the data directly. Direct changes are only possible if the Customer has allowed them for its organization, an administrator has enabled them for the User, and the User has chosen them when connecting. This mode involves the use of an External Tool. The contractual and financial terms of the services provided by the third-party model connected through MCP are governed by the contract between the Customer and the model provider. Tokens consumed by Users' requests in this mode remain the Customer's cost and responsibility and are not included in the Boldo subscription.

API access. Depending on the plan subscribed to, the Customer may access the Service using API keys, created by a User and linked to that User and their organization. The API allows data to be read and modified within the rights and role of that User.

In the "Customer Key (BYOK)" and "MCP connection (Model Context Protocol)" modes, and for API access, the Customer represents and warrants (i) that it is solely responsible for ensuring that the model, AI system or tool used complies with the AI Act, the GDPR and any other applicable law; (ii) that it has obtained all necessary authorizations from its own AI or IT providers; (iii) that it has checked that the terms of use of its model, AI system or tool are compatible with the intended use, and that it only uses interconnections documented by the Provider; and (iv) that the interconnection does not compromise the security of the Provider's platform and complies with the rate limits set by the Provider.

Any access to the Service through an API key, the MCP interface or an External Tool takes place under the identity and within the rights of a licensed User for whom the Customer is responsible. It does not grant any additional license. The Provider may limit the rate of such access and reserves the right to make it subject to specific pricing, as shown in the price list.

5. Term and subscription conditions

• Free trial

Before a paid subscription, the Customer may benefit from a fourteen (14) day free trial of the Pro plan. The Customer registers a credit card when signing up. Unless cancelled from the billing portal before the trial ends, the trial continues as a paid subscription, on the monthly or annual billing cycle chosen at sign-up and at the price shown in the price list, with the first payment taken when the trial ends. Seven (7) days before the trial ends, an email reminds the Customer of the end date of the trial and of its right to cancel. Data entered during the trial is kept in the paid subscription; if the subscription does not continue, the provisions on the end of the subscription apply.

• Online subscriptions

Online subscriptions can be taken out (i) monthly, renewed automatically each month, or (ii) annually, renewed automatically each year. The online price list in force on the date of subscription sets the price, seats, volumes, API access, AI Features modes and budget level, enterprise sign-in (SSO) and IP address restriction. The AI Features are included in the plans under the conditions set out in Article 4. The subscription renews on the terms and prices in force on the renewal date.

• Changes to an ongoing subscription

The Customer may at any time subscribe to new services and request more licenses and User accesses. If the scope of an ongoing subscription is increased, any period already started is due. The new subscription is invoiced separately.

• Personal nature of the subscription

The subscription is personal to the Customer (intuitu personae) and is for its internal use only. The Customer shall not assign, in whole or in part, the subscription and/or any related rights and obligations to a third party by any means, whether for consideration or free of charge, including as a contribution of a business. It shall also not make the Service available, even free of charge, to anyone who is not expressly authorized.

• End of the subscription

The Customer remains liable for all amounts relating to its subscription (i) up to the date it ends and (ii) arising from its end, in accordance with these Terms.

For twelve (12) months from the end of the subscription, whatever the reason, except termination on one of the grounds set out in the third paragraph of Article 6, the Customer keeps read-only access to the Service. During this period, it can subscribe again at any time and get its workspace back, export its data, or request that it be deleted or returned.

Data is returned by exporting assets and their relationships as CSV or spreadsheet files, which the Customer can do itself from the Service during this period or which the Provider supplies on request. Diagrams, dashboards and nested maps can also be exported as images.

At the end of this period, or earlier at the Customer's request, access to the Service ends and the Customer's content is deleted. It is removed from backups no later than thirty-seven (37) days after deletion.

6. Termination

The Customer may cancel its subscription at any time from its billing portal. Cancellation takes effect at the end of the current monthly or annual period; the current period remains due and is not refunded.

If either Party breaches its contractual obligations, the other Party may terminate the contract automatically thirty (30) days after sending a formal notice by registered letter with acknowledgment of receipt that has remained without effect.

The Provider may terminate a Customer's subscription and remove its access to the Service immediately and without notice if (i) Users use the Service in a way that threatens its security or operation, or that results in a breach of applicable law, or (ii) the "Confidentiality" or "License, data and intellectual property rights" clauses are breached. In that case, the Provider informs the Customer and keeps all amounts already paid, without the Customer being entitled to any refund, and without prejudice to any damages the Provider may claim. Access to the Service ends immediately, for editing and reading alike: the read-only access provided for in Article 5 does not apply. For twelve (12) months, the Customer may ask the Provider to return its data by export, in the formats set out in Article 5, or to delete it; at the end of this period, its content is deleted under the conditions of Article 5.

If an offer or service is discontinued for technical and/or commercial reasons during a subscription, the Provider will inform the Customer by email at least three (3) months in advance and will offer an alternative service. If the Customer declines the alternative, the subscription will end on the announced discontinuation date, at no cost and without compensation, except for a refund of the amount corresponding to the remaining subscription period.

7. Prices and payment

• Payment terms

The applicable prices are those in the price list in force on the date of subscription, less any applicable discounts, rebates and reductions. Prices may change at any time without notice and without incurring the Provider's liability. The Provider informs the Customer of any new pricing that will apply on renewal.

Prices are stated in euros excluding tax, plus VAT where applicable at the rate in force on the invoice date. If the applicable tax rate changes, or if any tax or levy is created or modified, it may be passed on automatically in the price of the Services concerned.

Only credit card payment is accepted. The price for the entire monthly or annual period is paid on subscription and then on each renewal, through the Provider's payment service.

• Invoicing

The Customer undertakes to inform BOLDO (SAS), before subscribing, of any specific e-invoicing requirements.

Invoices are made available to the Customer electronically in its billing portal with each payment: monthly for monthly subscriptions and annually for annual subscriptions.

Any increase of the AI Features budget beyond that included in the plan subscribed to is invoiced separately, on quote.

• Late payment

If payment is not made when due, late payment penalties equal to three (3) times the legal interest rate in force apply from the first day of delay. In addition, any professional who pays late is automatically liable for a fixed recovery fee of forty (40) euros. If this recovery fee is changed by decree, the new amount applies automatically. In accordance with Article L. 441-10 of the French Commercial Code, these penalties are payable automatically, without the need for a reminder. Failure to pay an invoice when due also results in the suspension of the Provider's obligations, in particular access to the Service, until the account is settled, without the Customer being entitled to any credit or refund. If payment is more than ninety (90) days late, the Provider may terminate the subscription automatically and without notice.

8. Liability and warranty

The Provider is only responsible for the Service conforming to its description or commercial documentation. It is up to the User to prove any non-conformity.

The Service complies with French law. The Provider cannot be held liable for non-compliance with the law of the country in which the Service is ordered, in particular outside the European Union.

Direct and indirect damage. The Provider cannot be held liable for any damage suffered by the User or a third party resulting directly or indirectly from (i) the User's failure to meet any of its obligations, (ii) negligence, or (iii) use of the Service for purposes other than those known or in breach of these Terms. The User remains solely responsible for choosing the Service and for its suitability to its needs, and acknowledges having received the necessary and sufficient advice and information on (i) its conditions of use, (ii) its capabilities and (iii) its performance limits. The User remains solely responsible for the use of the Service and/or the information it contains, and for its interpretation of the information it consults, the results it obtains, derives and/or issues, and the advice it gives on that basis.

The User is informed on acquiring the Service that it is intended for professionals and in no way replaces their judgment or takes on their responsibilities. The Provider can only be held liable in the event of (i) a fault or negligence attributable exclusively to it arising from non-performance of the contract, (ii) that is foreseeable and proven, and (iii) limited to direct damage, to the exclusion of any indirect damage of any kind, in particular loss of opportunity, results or business.

Artificial intelligence features. The Customer acknowledges that artificial intelligence technologies (whether provided by the Provider or the Customer, or connected through MCP interfaces) may produce inaccurate, biased, outdated or inappropriate results. The Provider cannot be held responsible for the consequences of these inherent characteristics, nor for the use the User makes of these results. The Customer undertakes to ensure that Users exercise human oversight over, and validate, the outputs of AI models, assistants and agents and of the AI Features.

In particular, when the User uses External Tools (notably artificial intelligence features such as AI assistants or agents, or interconnection through APIs or MCP protocols not controlled by the Provider), the User acknowledges that the Provider has no control over the operation, compliance, security, quality, relevance, availability, maintenance or updates of these External Tools, nor over the content or actions they generate. Accordingly, External Tools are the sole responsibility of the Customer or of their respective providers and are used at the Customer's sole risk. Under no circumstances can the Provider be held liable for any direct or indirect damage (including, without limitation, data loss, service interruptions, commercial loss, bugs or security vulnerabilities) resulting from the failure, errors, omissions, unpredictable behavior, modification or suspension of an External Tool, or from the content, results, actions or decisions generated by these tools, whether they pass through or are connected via the Provider's MCP protocol or are displayed through the Service. The use of these External Tools may be subject to acceptance of those third-party providers' own terms, which the User undertakes to review.

Regarding the MCP or API interfaces developed or offered by the Provider, the Provider is only responsible for (i) enabling the connection and deployment of the Customer's agent, assistant or tool; (ii) providing strong authentication and access control and security; and (iii) enforcing the intended access rights.

Liability cap. The total amount of damages and of any sums payable by the Provider, for all causes combined and after deduction of any penalties, including any restitution that may be ordered, in particular in the event of termination or rescission of these Terms, may not exceed the total price paid by the Customer for the Service over the previous twelve (12) months. This limitation reflects the prices and fees agreed and is part of the economic balance of the contract.

Finally, neither the Customer nor the User may bring any action, of any nature or on any basis, more than one (1) year after the event giving rise to it.

9. License, data and intellectual property rights

• The Provider's rights

The Provider grants the Customer, which accepts it, a right to use the Service. Only a right of use is granted, for private and professional use, excluding any transfer of ownership of any kind in the website, the SaaS platform, the MCP protocol and its documentation, or the content of the Service accessed by Users, or in any improvement, development or update. The Service may therefore not, even in part, be reproduced, represented, lent, exchanged or assigned, nor may its data be extracted in whole or in part or its content be qualitatively or quantitatively substantially reused, nor may qualitatively or quantitatively insubstantial parts of its content be repeatedly and systematically extracted and reused, and/or transferred to another medium.

Access to the Service only grants a non-exclusive license, not transferable to third parties, (i) to display the web pages on a single screen (or on the number of authorized workstations in the case of a multi-User license) and/or (ii) to print these pages for the Customer's exclusive and strictly private use.

The Customer is solely responsible for any breach of these Terms by any of its Users.

The website, the Boldo brand, texts, logos, graphic charter, illustrations and photographs are protected and are the exclusive property of the Provider. Any full or partial reproduction or representation of this website, by any means whatsoever, without the express authorization of its owner is prohibited and would constitute infringement punishable under Articles L. 335-2 et seq. of the French Intellectual Property Code.

• The Customer's rights

The Customer remains the sole owner of the data that makes up the content of the Service and of the output of the AI Features. The Provider may derive statistical data and usage metrics from the use of the Service. This data is used solely to operate, secure and improve the Service.

The Provider shall not sell or assign the content of the Customer's data to any third party, or use it to train or retrain artificial intelligence models.

The Customer is solely responsible for the quality, lawfulness and relevance of the data and content it submits in order to use the Service. It also warrants that it holds the intellectual property rights needed to use this data and content. The Provider therefore accepts no liability if the data and/or content does not comply with laws and regulations, public policy or the Customer's needs.

When using External Tools, the Customer warrants that it holds all rights, licenses or authorizations needed to connect the External Tools to the Service, and undertakes to comply with the terms of use and security policies of the third-party providers, where applicable.

The Customer shall indemnify the Provider on first demand against any loss resulting from a claim by a third party for breach of these warranties. More generally, the Customer is solely responsible for the content and messages distributed and/or downloaded through the Service.

10. Personal data protection

The Provider undertakes to process Users' personal data in accordance with applicable data protection law, in particular the General Data Protection Regulation (EU) 2016/679 of April 27, 2016 ("GDPR") and the French Data Protection Act No. 78-17 of January 6, 1978, as amended, together with any national and European provisions supplementing them.

Boldo processes personal data as a controller. The conditions under which the personal data needed to provide the Service and perform the contract is processed are described in Boldo's Privacy Policy.

Boldo does not intend to process personal data in order to provide its Service. However, some residual personal data may be generated or submitted through use of the Service or in the content submitted by Users. In that case, subject to the processing described in the privacy policy, Boldo processes this data as a processor on behalf of the Customer, under a separate data processing agreement (DPA). This DPA, available at trust.boldo.io, is an appendix to these Terms and forms an integral part of the contract between the Parties.

The Customer undertakes, on its own behalf and on behalf of its Users, not to upload any sensitive personal data within the meaning of the GDPR to the Boldo platform.

11. Confidentiality

Each Party undertakes to (i) keep confidential all information it receives from the other Party, and in particular to (ii) not disclose confidential information to any third party other than employees or agents who need to know it, and (iii) use confidential information only to exercise its rights and perform its obligations under these Terms.

Notwithstanding the above, neither Party has any obligation regarding information that (i) is or becomes public through no fault of the receiving Party, (ii) is independently developed by the receiving Party, (iii) was known to the receiving Party before the other Party disclosed it, (iv) is lawfully received from a third party not bound by a confidentiality obligation, or (v) must be disclosed by law or by court order (in which case it may only be disclosed to the extent required and, where possible, after notifying in writing the Party that provided it).

The Parties' obligations regarding confidential information remain in force for the entire term of the subscription and for five (5) years after it ends.

12. Force majeure

The Parties shall not be held liable for any loss, damage, delay, non-performance or partial performance of their obligations resulting directly or indirectly from a case of force majeure, as defined by the case law of the French Court of Cassation (a "case of force majeure"). Each Party shall immediately inform the other in writing of the occurrence of a case of force majeure. The obligations of the affected Party, and in particular the time limits for performing them, are suspended without that Party incurring any loss or liability of any kind. The Parties shall make every effort, as far as possible, to mitigate the effects of force majeure.

Once the case of force majeure ends, the affected Party shall notify the other Party that it is resuming its obligation and shall do everything possible to resume normal performance as quickly as possible. Performance of the affected Party's obligations is then postponed by a period at least equal to the duration of the suspension. However, if the interruption due to force majeure lasts more than thirty (30) calendar days, either Party may terminate these Terms automatically by registered letter with acknowledgment of receipt sent to the other Party.

13. General provisions

These Terms are available online and may be amended at any time at the Provider's discretion, with no formality other than their publication on the Provider's website.

Unless it is considered material and decisive, the invalidity of any provision of these Terms does not invalidate the subscription or the other provisions, which remain in full force and effect. The Parties may then agree to replace the invalidated provision(s), or rely on the ordinary law applicable to contracts.

A failure to enforce any provision of these Terms, or acquiescence in its non-performance, whether permanently or temporarily, shall not be construed as a waiver of that right.

The Provider may subcontract all or part of the performance of the Service. The Provider remains responsible to the Customer for its subcontractors.

The Provider may use the Customer's corporate name, trade name and/or trademarks and logo(s), and where applicable those of its group, as a commercial reference on any medium and on any occasion for marketing and/or advertising purposes, unless the Customer expressly objects.

The Parties act and will act independently in performing these Terms, which shall not be construed as creating any relationship of subordination or de facto partnership between them.

14. Governing law and dispute resolution

By express agreement between the Parties, these Terms are governed by French law.

For the performance of these Terms, the Customer and the Provider elect domicile at their respective registered offices, as stated when subscribing or on any invoice.

In the event of any difficulty and before any legal proceedings, each Party undertakes to appoint a duly authorized person from its company to represent it and make binding decisions. These persons shall meet at the request of either Party within fifteen (15) days of receipt of the letter requesting a conciliation meeting.

Failing an amicable agreement, any dispute relating to the application, validity, interpretation or performance of these Terms and, more generally, any dispute relating to the Service shall be subject to the exclusive jurisdiction of the Nanterre Commercial Court, including for summary proceedings, notwithstanding any third-party claims or multiple defendants.