Terms of Sale

These Terms of Sale (« Terms ») are entered into between:

• Alexis Raitano, Sole proprietor (Entrepreneur individuel — French sole-proprietorship status), registered under SIREN 897 833 729, with head office at 196 rue Germaine Tillion, 92000 Nanterre, hereafter « Navi » or « the Provider »;
• on the one part, and any legal entity subscribing to the Navi service via the https://navi.myffu.fr site, hereafter « the Customer »,

on the other part. The Customer acknowledges having read and accepted these Terms before any subscription.

1. Definitions

• Service / Navi: AI-powered conversational assistant, integrated into Shopify stores, providing product advice, order tracking, and after-sales support.
• Widget: software component to be integrated into the Customer's Shopify theme to display the assistant.
• Conversation: a unique visitor (identified by authenticated email, widget session ID, or technical fallback fingerprint) interacting with the Navi assistant during a 24-hour rolling window. All messages exchanged within that window count as a single conversation.
• Plan: subscription tier chosen by the Customer (Trial, Découverte, Starter, Pro, Scale).

2. Purpose

These Terms set out the conditions under which Navi provides the Customer with access to the Navi Service, in SaaS mode, as well as the mutual commitments of the parties.

3. Subscription

Subscription to the Service is completed online via the form available at https://navi.myffu.fr. The Customer provides the required information (identity, Shopify store, contact details) and expressly accepts these Terms.

Acceptance is materialized by clicking the validation button. The contract is formed upon confirmation of the subscription by Navi.

4. Service description

The Navi Service includes, depending on the Plan subscribed:

• access to the administration dashboard;
• integration with the Customer's Shopify catalog (read-only);
• configuration of tone, instructions, and guardrails by the Customer;
• the knowledge base (RAG) populated by the Customer;
• conversational agents (sales advisor, order tracking, customer support);
• authentication of store visitors via one-time code (OTP) sent by email, for sensitive operations (order lookup, returns);
• cart preparation within the conversation and generation of pre-filled checkout links (hybrid Cart Storefront / Draft Order cart depending on context);
• self-service return handling (eligibility check against the Customer's policy, creation of the return request, generation and email delivery of the shipping label where available);
• conversation analytics;
• email support.

Navi reserves the right to evolve the Service in order to improve it (new features, optimizations, fixes), provided that it does not substantially degrade the existing features of the subscribed Plan. Major feature changes may be subject to reasonable prior notice.

5. Trial period

The « Trial » Plan grants access to the Service for 14 calendar days and up to 200 conversations, with no commitment and no payment method required. Upon expiration or upon reaching the quota, the Customer may subscribe to one of the paid Plans to continue using the Service. Otherwise, access to the Service is suspended.

6. Pricing and payment

6.1 Pricing

The available plans (free Trial, Découverte, Starter, Pro, Scale) and the per-conversation overage price are published at https://navi.myffu.fr/#pricing. Prices are expressed exclusive of taxes (HT) and in euros. Each Plan includes a monthly quota of conversations, as defined in article 1. Conversations consumed beyond the quota are billed at the published unit rate (« overage »).

6.2 Payment

Payment is made by bank card through Stripe Payments Europe Limited (« Stripe »). By subscribing, the Customer authorizes Navi to charge, via Stripe, the subscription amount at each due date.

6.3 Billing cycle

Billing is monthly, payable in advance. The first installment is charged on the day of subscription to the paid Plan. Subsequent installments are charged monthly on the same date. Any overage is billed at the start of the month following its consumption.

6.4 Payment default

In case of a failed charge, Navi may suspend access to the Service after a 7-day period following notification of the default. Settlement restores access. Without settlement after 30 days, the contract may be terminated as of right.

6.5 Price revision

Navi may modify its prices with a 30-day notice sent by email. In case of disagreement, the Customer may terminate at no cost before the new price takes effect.

7. Duration and termination

7.1 Duration

The subscription is entered into for an indefinite term and is tacitly renewed at each monthly due date, until terminated by either party.

7.2 Termination by the Customer

The Customer may terminate at any time from their dashboard or by email to alexis.raitano@myffu.fr. Termination takes effect at the end of the current monthly period. No refund of the started period is due.

7.3 Termination by Navi

Navi may terminate the contract as of right, after a formal notice that has remained without effect for 15 days, in case of serious breach by the Customer of their obligations (notably: payment default, non-compliant use of the Service, violation of these Terms).

8. Reversibility

Upon termination, the Customer may request, within 30 days, an export of their data (configuration, knowledge base, conversation history) in JSON or CSV format. This export is provided free of charge.

Past that period, the Customer's data is deleted from Navi's active systems within a maximum of 30 days, subject to legal retention obligations. Technical backups are purged according to the backup rotation schedule (at most 90 days after termination).

9. Customer commitments

The Customer commits to:

• provide accurate and up-to-date information during subscription and throughout the contract;
• not use the Service for illegal, fraudulent, defamatory, or otherwise unlawful purposes;
• not attempt to circumvent, disable, or interfere with security mechanisms or quotas;
• inform Navi without delay in case of unauthorized use of their account;
• maintain the confidentiality of their credentials;
• comply with their legal obligations as Data Controller toward the visitors of their store (information, legal basis, retention);
• pay the price at the agreed due dates.

10. Availability

Navi implements reasonable means to ensure the continuity and quality of the Service. The Service is provided « as is », with no quantified availability guarantee (SLA) under these Terms. A specific service-level commitment may be agreed separately.

The Service may be interrupted for planned maintenance operations, which will, where possible, be announced with reasonable advance notice and scheduled outside business hours.

The Service relies on third-party providers (Shopify, Anthropic, Vercel, Supabase, Railway, Stripe, Resend). Navi cannot be held liable for a malfunction attributable exclusively to one of these third parties.

11. Liability

Navi is bound by a best-efforts obligation in performing the Service. Its liability may only be engaged in case of proven fault and solely for direct damages suffered by the Customer.

The Service relies on language models (generative AI) that may produce inaccurate or incomplete responses. The Customer remains responsible for the information communicated under their brand via the Service. The Customer is invited to configure the knowledge base and guardrails diligently, and to supervise the behavior of the assistant.

In any event, and except in case of gross negligence or willful misconduct, the total and cumulative liability of Navi under the contract is limited to the total amount actually paid by the Customer during the 12 months preceding the event giving rise to the damage.

Navi cannot be held liable for indirect damages, in particular loss of operations, loss of revenue, damage to image, or loss of data caused by the Customer.

12. Intellectual property

Navi remains the sole holder of intellectual property rights over the Service, its source code, its documentation, its interfaces, the « Navi » trademark, and its graphic elements.

The Customer is granted a personal, non-exclusive, non-assignable, and non-transferable right to use the Service, for the duration of the contract and solely for the purposes of their business.

The Customer retains all rights over their own data: product catalog, knowledge base they populate, conversations with their end customers. The Customer grants Navi the non-exclusive right to use this data solely for the purpose of providing the Service.

13. Personal data

Navi acts as a processor within the meaning of the GDPR, on behalf of the Customer (Data Controller), with respect to the data processed in the context of providing the Service. The arrangements are specified in the Privacy policy and the GDPR page, which form an integral part of these Terms.

14. Force majeure

Neither party may be held liable for failure to perform its obligations in the event of a force majeure event within the meaning of article 1218 of the French Civil Code, including: major failure of a cloud infrastructure provider, generalized network outage, governmental or regulatory measure preventing performance.

15. Updates to the Terms

Navi reserves the right to modify these Terms. Substantial modifications will be notified to the Customer by email with a 30-day notice before they take effect. The Customer may terminate at no cost if they refuse the new conditions; otherwise, continued use of the Service constitutes acceptance.

16. Applicable law and jurisdiction

These Terms are governed by French law. Failing an amicable settlement, any dispute relating to their interpretation or performance will be submitted to the exclusive jurisdiction of the competent courts of Nanterre, notwithstanding multiple defendants or third-party claims.

Annex — Data Processing Agreement (DPA)

This annex constitutes the Data Processing Agreement within the meaning of article 28 of the General Data Protection Regulation (GDPR). It forms an integral part of these Terms of Sale. The Customer's acceptance of the Terms constitutes acceptance of this annex.

A.1 Purpose

This annex defines the conditions under which Navi (Processor) processes personal data on behalf of the Customer (Data Controller) in the context of providing the Service.

A.2 Description of the processing

A.3 Processor obligations

Navi commits to:

• process data only on the Customer's documented instructions (these instructions being constituted by these Terms, the configuration parameters chosen by the Customer in their dashboard, and any additional written instructions);
• ensure that persons authorized to process the data are subject to a confidentiality obligation;
• take all appropriate technical and organizational measures to ensure the security of the processing (see A.5);
• comply with the conditions for using subprocessors (see A.4);
• assist the Customer in responding to data-subject requests (right of access, rectification, erasure, etc.);
• assist the Customer in complying with their own obligations (breach notifications, impact assessments where required);
• notify the Customer without undue delay, and no later than 72 hours after becoming aware of it, in case of a personal data breach;
• make available to the Customer any information necessary to demonstrate compliance with GDPR obligations;
• delete or return the data at the end of the contract under the conditions provided in article 8 of the Terms (Reversibility).

A.4 Subprocessors

Navi is authorized to use the following subprocessors for the provision of the Service:

Any change to this list (addition, change of location) will be notified in writing to the Customer in advance, with reasonable notice (at least 30 days), allowing the Customer to object for reasonable cause and, where applicable, to terminate the contract at no cost if the objection is justified and no alternative solution can be found.

A.5 Technical and organizational security measures

• encryption of data in transit (TLS 1.2+);
• encryption of data at rest for databases and backups;
• administrator passwords hashed via bcrypt (rounds 10);
• strict per-tenant data isolation (multi-tenant isolation via shop_domain, Row-Level Security policy at the database level);
• role-based access control (RBAC) with the principle of least privilege;
• logging of access and sensitive operations, retained for 12 months;
• strong authentication recommended for administrator accounts;
• automated backups and tested restoration procedures;
• strict separation of environments (production / staging / development);
• continuous vulnerability management and security monitoring;
• no customer data is used to train AI models.

A.6 Customer rights (audit)

The Customer has the right to information and control over the processing carried out by Navi. The Customer may:

• request any evidence relating to the security measures implemented (questionnaire, attestations, SOC 2 or ISO 27001 audit reports where available);
• request the communication of any document allowing the Processor's obligations to be demonstrated.

Given the SaaS nature of the Service, on-site (physical) audits are not performed by default. They may be conducted by an independent third party, at the Customer's expense, with reasonable advance notice (at least 30 days), and under conditions that do not affect the security or availability of the Service.

A.7 Transfers outside the European Union

Transfers of personal data to subprocessors located outside the European Union are governed by the Standard Contractual Clauses (SCCs) adopted by the European Commission, and where applicable by the Data Privacy Framework for certified subprocessors.

A.8 End of processing

Upon termination of the contract, in accordance with article 8 of the Terms (Reversibility):

• the Customer has 30 days to request an export of their data (JSON or CSV format);
• upon expiry of that period, or immediately upon the Customer's written request, Navi deletes the data from active systems within a maximum of 30 days;
• technical backups are purged according to the backup rotation schedule (at most 90 days after termination).

A.9 Order of precedence

In case of contradiction between these provisions (DPA Annex) and the body of the Terms, these provisions prevail for matters of personal data protection. For any other matter, the Terms prevail.