Brixio

Trust Center

Brixio's Trust Center — the contracts that govern paid engagements, the policies that govern visitors and personal data, and the historical archive. Each document carries its own version and effective date.

Commercial Terms

These documents govern paid engagements between Brixio and a Client. They layer on top of each other in the order below — the more specific document prevails in case of conflict.

  1. General Terms and Conditions of Sale (GTCS) of the contracting Brixio entity — France SAS, UAE LLC, or Singapore Pte Ltd. Defines the common legal framework: definitions, payment, liability, IP, governing law.
  2. Particular Terms and Conditions of Sale (PTCS) applicable to the service line: Cloudflare Licence Resale, Cloudflare Professional Services, Cloudflare Support, Managed Services, or Brixio Consulting / Audit / Integration.
  3. Statement of Work (SOW) or Commercial Proposal (CP) detailing scope, deliverables, milestones, timelines, and fees.
  4. Data Processing Agreement (DPA) — applies by right whenever Brixio processes personal data on Client's behalf. Forms part of the commercial stack.

General Terms and Conditions of Sale

v2.0 · effective 07 May 2026

Choose the contracting Brixio entity to view the applicable General Terms. The clauses are largely common across jurisdictions but carry entity-specific language for governing law, late-payment rules, applicable data-protection regimes, and competent courts.

Version 2.0 - Effective date: 07/05/2026

These General Terms and Conditions of Sale (the “GTCS”) are issued by Brixio France SAS, a French simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 1,000, registered with the Paris Trade and Companies Register under number 944 457 688, with its registered office at 91 rue du Faubourg Saint-Honoré, 75008 Paris, France (hereinafter “Brixio”).

These GTCS govern all services provided by Brixio to its professional clients (each, the “Client”) in the context of its consulting, integration, deployment, support, managed services, and third-party licence reselling activities, in particular in connection with the technologies of Cloudflare, Inc.

Article 1 - Object and Scope

1.1 Object

These GTCS define the common legal and commercial framework applicable to all offers, quotes, commercial proposals, and contractual commitments concluded between Brixio and the Client. They are permanently published on Brixio's website at https://brixio.io/legal/cgv/france-sas/en and are accessible to the Client at all times.

1.2 Documents governing each engagement

Each engagement is governed, in the order set out in Article 3 below, by:

  • these GTCS;
  • the Particular Terms and Conditions of Sale (PTCS) applicable to each service line (e.g. Cloudflare licence resale, professional services, managed services, support, on-site maintenance);
  • where applicable, a Statement of Work (“SOW”) detailing scope, deliverables, milestones, timelines, and responsibilities;
  • the Commercial Proposal (“CP” or “Quote”) issued by Brixio and accepted by the Client;
  • the Data Processing Agreement (“DPA”) published at https://brixio.io/legal/dpa/en, where Brixio acts as a processor under the GDPR.

The PTCS are common across Brixio group entities and apply to the relevant Services regardless of which entity issues the Quote. Matters of governing law, jurisdiction, currency, and other entity-specific provisions are governed by these GTCS.

1.3 Precedence over Client documents

These GTCS prevail over any contrary or additional terms contained in the Client's purchase orders, general purchasing terms, or procurement platforms, except with the express written consent of Brixio.

Article 2 - Definitions

Capitalised terms have the following meanings:

  • “Brixio”: Brixio France SAS, as defined in the preamble.
  • “Brixio One”: Brixio's digital platform providing access, depending on the Services subscribed, to client onboarding (KYC), invoicing, usage data, ticket management, project tracking, and certain Free Tools, accessible at https://one.brixio.io.
  • “Client”: any professional entity that has accepted a Quote or entered into a contract with Brixio under the conditions of Article 4.
  • “Contract”: the set comprising the GTCS, the applicable PTCS, the SOW, the Quote (CP), and where applicable the DPA, together with any Annex signed by the Parties.
  • “PTCS” or “Particular Terms and Conditions of Sale”: the specific terms applicable to a category of Services, published at https://brixio.io/legal/cpv/.
  • “Quote” or “CP” or “Commercial Proposal”: the document issued by Brixio detailing the Services proposed, their scope, prices, duration, and any specific financial conditions.
  • “DPA”: the Data Processing Agreement applicable when Brixio acts as a processor within the meaning of Article 28 of the GDPR.
  • “Free Tools”: tools made available by Brixio at no charge, in particular through Brixio One (e.g. the Cloudflare configuration assessment tool “Metryx”).
  • “Parties”: Brixio and the Client.
  • “PO” or “Purchase Order”: a purchase order issued by the Client referring to a Quote or to commercial terms communicated by Brixio.
  • “Services”: any professional, managed, support, consulting, or third-party licence reselling service provided by Brixio under the Contract.
  • “SOW” or “Statement of Work”: the document detailing the operational scope, deliverables, milestones, resources, and responsibilities applicable to a given engagement.

Article 3 - Hierarchy of Contractual Documents

In case of conflict between contractual documents, the order of priority, decreasing, is as follows:

  • 1. the Quote (CP) signed or accepted by the Client, where it expressly derogates from the other documents;
  • 2. the Particular Terms and Conditions of Sale (PTCS) applicable to the Service concerned;
  • 3. the applicable Statement of Work (SOW);
  • 4. these General Terms and Conditions of Sale (GTCS);
  • 5. the Data Processing Agreement (DPA), only as regards the processing of personal data;
  • 6. any other annex or referenced document.

As regards solely the processing of personal data by Brixio acting as processor, the DPA prevails over the other documents.

Article 4 - Acceptance and Formation of the Contract

4.1 Modes of acceptance

The Services are provided by Brixio only after the Client's acceptance of a Quote. Acceptance may take any of the following forms:

  • (a) electronic signature of the Quote by the Client, in particular via Zoho Sign or any other platform recognised by Brixio;
  • (b) issuance by the Client of a Purchase Order (PO) referring to the Quote or matching the commercial terms of the Quote;
  • (c) written confirmation by the Client (including by email) of acceptance of the Quote;
  • (d) commencement of performance of the Services by Brixio on the Client's written instruction.

4.2 Effect of acceptance

Any acceptance under Article 4.1 constitutes full and unreserved acceptance of:

  • these GTCS in their version in force on the date of acceptance, accessible at https://brixio.io/legal/cgv/france-sas/en;
  • the PTCS applicable to the relevant Service;
  • the SOW, where applicable;
  • the DPA, where applicable.

4.3 Conflicting Purchase Orders

Any term, mention, or reference contained in the Client's Purchase Order or procurement platform that contradicts these GTCS, the PTCS, the SOW, or the Quote, or adds to them, shall be deemed unwritten, except with the express written consent of Brixio.

4.4 Validity of the Quote

Unless otherwise specified, a Quote is valid for thirty (30) calendar days from its issuance date. After this period, Brixio reserves the right to modify its offer.

4.5 Binding nature

Once accepted under Article 4.1, the Quote or SOW becomes contractual and may not be unilaterally cancelled by the Client, save by application of the termination provisions or with Brixio's written consent.

Article 5 - Service Categories

Brixio provides, without limitation, the following categories of Services:

  • Professional Services (“PS”): assessment, consulting, design, configuration, deployment, and execution of technical projects, in particular around Cloudflare technologies.
  • Managed Services (“MSP”): management, supervision, and ongoing maintenance of Client platforms.
  • Support Services: technical support from level 1 to 3, diagnosis, incident resolution, and escalations.
  • On-site maintenance: technical interventions at Client sites.
  • Third-party licence reselling: resale of licences and subscriptions of partner publishers (notably Cloudflare), with associated Services.

Each Service category may be subject to specific Particular Terms and Conditions of Sale (PTCS). The SOW specifies, for each engagement, the functional and technical scope, deliverables, milestones, schedule, resources mobilised, roles and responsibilities, acceptance criteria, and pricing terms.

Article 6 - Brixio One Platform

6.1 Provision

Brixio makes the Brixio One platform available to the Client, for the duration of the Contract, as the primary digital interaction channel with Brixio for all subscribed Services. Brixio One is hosted on the global edge network of Cloudflare, Inc.

6.2 Licence to use

Brixio grants the Client, for the duration of the Contract, a non-exclusive, non-transferable, and revocable licence to use Brixio One, limited to the purposes of performance of the Contract and to the Authorised Users designated by the Client.

6.3 Authorised Users

The Client identifies the persons authorised to access Brixio One (the “Authorised Users”), is responsible for the confidentiality of their credentials, and notifies Brixio without delay of any departure or change of scope. The Client is responsible for any action carried out via the accounts of Authorised Users.

6.4 Functionalities

Depending on the Services subscribed, Brixio One provides access to:

  • the client onboarding procedure (KYC, beneficial ownership, sanctions screening);
  • invoice and usage data consultation;
  • creation and tracking of support tickets;
  • monitoring of project progress and milestones;
  • certain Free Tools.

6.5 Free Tools

Free Tools (notably Metryx for Cloudflare configuration assessment) are made available “as is” and without warranty of any kind, express or implied, as to their accuracy, completeness, availability, or fitness for any particular purpose. Their outputs do not constitute a contractual deliverable, professional advice, or any recommendation binding on Brixio. Brixio may at any time, without notice, modify, restrict, or withdraw a Free Tool. To the maximum extent permitted by applicable law, Brixio's liability is expressly excluded in respect of Free Tools.

6.6 Evolution

Brixio reserves the right to evolve, modify, or replace the functionalities of Brixio One, subject to preserving the substance of the contracted Services.

6.7 Notifications via Brixio One

Operational notifications issued via Brixio One (e.g. milestone confirmation, invoice availability, ticket update) constitute valid notifications under the Contract for operational matters only. Legal notifications (formal notice, termination, etc.) must be sent under the conditions set out in Article 22.

Article 7 - Client Onboarding (KYC) and Sanctions Compliance

7.1 Client onboarding

Before any provision of the Services, the Client undergoes Brixio's customer onboarding procedure, conducted via Brixio One and including, as applicable, know-your-customer (KYC), anti-money-laundering (AML), beneficial ownership, and sanctions screening checks. Brixio's engagement is conditional on successful completion of this procedure.

7.2 Right of refusal

Brixio reserves the right, in its sole discretion, to refuse or to terminate any commercial relationship with a prospect or Client, without obligation to provide reasons, in particular in case of risk of non-compliance with KYC, AML, or sanctions rules.

7.3 Sanctions and export control compliance

Brixio complies with applicable economic sanctions, trade restrictions, and export control laws, including those administered by:

  • the United States (Office of Foreign Assets Control - OFAC - and U.S. Department of Commerce export controls);
  • the European Union;
  • the United Nations Security Council;
  • the United Kingdom (HM Treasury, Office of Financial Sanctions Implementation);
  • the United Arab Emirates and any other applicable national or regional regime.

Brixio does not contract with, or provide Services to, persons, entities, or end users located in, ordinarily resident in, or organised under the laws of countries or territories subject to comprehensive sanctions or embargoes (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), nor with any individual or entity listed on applicable sanctions or denied-party lists.

7.4 Client representations

The Client represents and warrants, as of the date of acceptance of the Quote and throughout the performance of the Contract, that:

  • it is not located in, ordinarily resident in, or organised under the laws of a country or territory subject to comprehensive sanctions;
  • it does not appear, and none of its beneficial owners appears, on any applicable sanctions or denied-party list;
  • it shall not use the Services in any manner that would cause Brixio or its technology partners to be in breach of applicable sanctions or export control laws.

7.5 Third-party technologies subject to export controls

The Client acknowledges that certain technologies on which the Services are based - in particular those of Cloudflare, Inc. - are themselves subject to U.S. export control regulations. The Client undertakes to comply with such regulations at all times.

Article 8 - Subcontracting and Brixio Group Entities

Brixio reserves the right to subcontract all or part of the Services to any entity belonging to the Brixio group (in particular Brixio Technologies LLC in Dubai and Brixio Technologies (Singapore) Pte. Ltd. in Singapore), as well as to qualified third-party subcontractors, without obligation of prior notification or consent of the Client, subject to compliance with the DPA provisions for subcontractors processing personal data.

Subcontracting does not relieve Brixio of its contractual obligations. Brixio remains fully responsible for the performance of the Services, including those performed by its subcontractors.

Article 9 - Client Obligations

9.1 Cooperation

The Client undertakes to cooperate fully with Brixio throughout the performance of the Services, in particular by providing in a timely manner the access, information, data, infrastructure, and authorisations necessary (including access to its Cloudflare account, where applicable).

9.2 Delays attributable to the Client

Any delay attributable to the Client, including a failure to cooperate, a delay in transmitting information, or unavailability of required access, may result in a postponement of the Services schedule. Brixio reserves the right to adjust the timeline and, where applicable, the project costs accordingly.

9.3 Acceptance of Services and deliverables

Unless otherwise provided in the Quote, SOW, or applicable PTCS:

  • Deliverable-based services (e.g. PS): acceptance occurs by written sign-off by the Client at each major milestone. Failing a written rejection with reasons within seven (7) calendar days following delivery, the milestone shall be deemed accepted and invoiceable.
  • Continuous or recurring services (e.g. MSP, Support): acceptance is deemed effective from the start of the engagement.
  • Licence or subscription resale: acceptance is deemed acquired on the date of activation, transfer, or delivery of the licence, whichever occurs first.

Article 10 - Technical Uncertainties

The Client acknowledges that, given the inherent complexity of IT services and third-party platforms such as Cloudflare, Brixio cannot guarantee uninterrupted service, incident-free operation, or the complete elimination of vulnerabilities or errors within the Client's infrastructure.

Brixio undertakes to deploy reasonable efforts in accordance with commercial standards and industry best practices. Save for an express service level agreement (SLA) provided in a Quote, SOW, or PTCS,

no obligation of result, availability, or performance shall be presumed from the provision of the Services; Brixio is bound by an obligation of means.

Article 11 - Pricing and Payment Terms

11.1 Pricing

The prices applicable to the Services are specified in the Quote. All prices are stated exclusive of any applicable taxes, duties, levies, or charges, which remain the exclusive responsibility of the Client.

11.2 Invoicing currency

The invoicing currency is that specified in the Quote. Brixio invoices, depending on the Quote, in euros (EUR), U.S. dollars (USD), UAE dirhams (AED), Saudi riyals (SAR), or any other currency agreed between the Parties.

11.3 Indexation

Unless otherwise stated in the Quote or applicable PTCS:

  • the rates for Professional Services and Managed Services are indexed annually on the Syntec index;
  • the rates for licence resale are fixed for the initial contractual period; any renewal is subject to a new Quote or to a price increase capped under the conditions of the initial Quote.

11.4 Payment schedule

Invoices are issued according to the schedule defined in the Quote and accessible via Brixio One. Unless otherwise specified, invoices are payable within

thirty (30) calendar days of issuance by Brixio.

11.5 Late payment

In the event of non-payment by the due date, Brixio reserves the right to:

  • apply late payment penalties at the rate of 1.5% per month of delay, or at the rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten (10) percentage points, whichever is higher, in accordance with Article L. 441-10 of the French Commercial Code;
  • claim a flat-rate recovery indemnity of forty (40) euros per unpaid invoice, in accordance with Article L. 441-10 II of the French Commercial Code, and the reimbursement of actual recovery costs incurred (including legal fees) on a documented basis;
  • suspend or postpone the provision of the Services, including access to Brixio One, without further notice and without such suspension constituting fault on Brixio's part.

Article 12 - Term and Termination

12.1 Term

The Services start on the start date indicated in the applicable SOW or Quote and continue until (a) full delivery of the agreed deliverables, (b) expiration of the contractual term, or (c) termination of the Contract pursuant to these GTCS.

12.2 Termination for breach

Either Party may terminate the Contract by right and with immediate effect, by written notice, in case of material breach by the other Party of its obligations, not remedied within thirty (30) calendar days of formal notice from the aggrieved Party.

12.3 Termination for insolvency proceedings

Either Party may terminate the Contract with immediate effect, by written notice, if the other Party (a) becomes insolvent or is manifestly unable to pay its debts as they fall due, (b) is placed in safeguard, judicial reorganisation, or liquidation proceedings, or (c) becomes subject to equivalent proceedings.

12.4 Effects of termination

Upon termination, the Client remains liable for all amounts due in respect of Services provided up to the effective date of termination, including ongoing engagements and unrecoverable costs incurred. The Client's access to Brixio One and to Cloudflare services provided by Brixio may be suspended or revoked from termination.

Article 13 - Confidentiality

13.1 Non-disclosure obligation

Each Party undertakes to preserve the confidentiality of all Confidential Information communicated by the other Party for the duration of the Contract and for five (5) years from its termination. No Confidential Information may be disclosed to a third party without the prior written consent of the disclosing Party, except where such disclosure is required by law or by a competent authority.

13.2 Return or destruction

Upon termination or expiry of the Contract, each Party undertakes, at the other Party's instruction, to return or destroy all Confidential Information belonging to that Party, subject to legally required archive copies.

Article 14 - Intellectual Property

14.1 Pre-existing materials

Brixio retains all rights, titles, and interests in any pre-existing materials, including templates, methodologies, processes, tools, software, and know-how used in the performance of the Services.

14.2 Licence on Deliverables

Brixio grants the Client a non-exclusive, non-transferable licence, strictly limited to the use of the Deliverables and Services provided, within and for the purposes of the Contract.

14.3 Client Data

The Client remains the sole owner of its data and any information communicated to Brixio for the performance of the Services.

14.4 Licence on Client name and logo

The Client grants Brixio a non-exclusive, royalty-free, worldwide, and revocable licence to use its name, logo, and trademarks for commercial reference purposes, in particular on Brixio's website and marketing materials. The Client may, at any time and without having to give reasons, request the removal of its name, logo, or trademarks by written notice to hello@brixio.io. Brixio shall action the removal within a reasonable period.

Article 15 - Warranties

Brixio warrants that the Services will be performed with diligence, competence, and in accordance with the professional standards generally recognised in the industry. Brixio does not warrant the continuous operation of Cloudflare products or any other third-party software or hardware, nor the absence of anomalies relating to such products, for which Brixio cannot be held liable beyond the commitments made by the relevant publishers. To the extent permitted by applicable law, all other warranties, express or implied, are excluded.

Article 16 - Limitation of Liability

16.1 Exclusion of indirect damages

Save for a breach of Articles 13 (Confidentiality), 14.4 (Licence on name and logo), 19 (Personal Data Protection), or of the indemnification obligations under Article 17, neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including in particular any loss of profits, revenue, data, or business opportunities.

16.2 Liability cap

Subject to the exceptions below, the aggregate cumulative liability of each Party under the Contract shall not exceed the total fees actually paid by the Client to Brixio during the twelve (12) months preceding the event giving rise to liability.

16.3 Exceptions

Nothing in the Contract shall exclude or limit a Party's liability in case of:

  • death or personal injury caused by its fault;
  • fraud or wilful misconduct;
  • breach of obligations expressly referred to in Article 16.1;
  • any other liability that cannot lawfully be excluded or limited.

Article 17 - Indemnification

17.1 Indemnification by Brixio

Brixio undertakes to defend, indemnify, and hold harmless the Client against any claim by a third party alleging that the Deliverables provided by Brixio infringe the intellectual property rights of that third party, excluding the intellectual property rights licensed to the Client under Article 14.

17.2 Indemnification by the Client

The Client undertakes to defend, indemnify, and hold harmless Brixio against any third-party claim arising from:

  • misuse or non-compliant use by the Client of Cloudflare products or services or any other third-party product;
  • breach by the Client of these GTCS or any applicable law or regulation;
  • breach by the Client of the representations referred to in Article 7.4.

17.3 Procedure

The indemnified Party shall notify the indemnifying Party in writing without delay of any claim of which it becomes aware. The indemnifying Party shall have exclusive control of the defence and settlement of the claim. The indemnified Party shall provide reasonable assistance in defending the claim.

Article 18 - Insurance

Brixio represents that it holds a Professional Civil Liability (Responsabilité Civile Professionnelle) insurance policy covering the financial consequences of liability it may incur in the performance of the Services, with a notoriously solvent insurance company. A certificate of insurance may be provided to the Client on written request.

Article 19 - Personal Data Protection

19.1 General compliance

Each Party undertakes to comply with all applicable laws on the protection of personal data, including the General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”), the French Law n° 78-17 of 6 January 1978 as amended, and any other applicable national or regional legislation.

19.2 Roles of the Parties

Each Party acknowledges its respective role under the GDPR: the Client acts as data controller, and Brixio as data processor, unless otherwise specified in the applicable SOW or PTCS.

19.3 Data Processing Agreement (DPA)

Where Brixio acts as a processor in respect of personal data controlled by the Client, the Data Processing Agreement published at https://brixio.io/legal/dpa/en applies by right, without need to sign a separate document, save where the Client requests so in writing. The DPA governs such processing in accordance with Article 28 of the GDPR.

19.4 Brixio acting as controller

Where Brixio processes personal data solely for the management of the commercial relationship with the Client (e.g. contact details of the Client's professional contacts), Brixio acts as a controller and complies with its obligations as such, as described in the Privacy Policy published at https://brixio.io/legal/privacy-policy/en.

19.5 Contact

Any question relating to data protection may be addressed to Brixio's Data Protection Officer (DPO) at: dpo@brixio.io.

Article 20 - Ethics and Anti-Bribery Compliance

Brixio and its personnel undertake to comply with all applicable anti-bribery laws, including:

  • French Law n° 2016-1691 of 9 December 2016 on transparency, the fight against corruption, and the modernisation of economic life (“Sapin II Law”);
  • the U.S. Foreign Corrupt Practices Act (FCPA);
  • the UK Bribery Act 2010;
  • UAE Federal Decree-Law No. 31 of 2021;
  • any other applicable anti-bribery legislation.

Each Party represents and warrants that it does not, and shall not during the term of the Contract, resort to bribery, hidden payments, illicit political contributions, illicit commissions, or undue advantages offered to a third party or a public official, and shall not seek to unduly influence a third party or a representative of a public authority. Any breach of this clause constitutes a material breach giving rise to immediate termination under Article 12.2.

Article 21 - Independent Contractor Relationship

Brixio performs the Services as an independent contractor. Nothing in the Contract shall be construed as conferring on Brixio the status of agent, employee, or representative of the Client. Brixio has no authority to legally bind the Client. Brixio is solely responsible for its expenses and for the payment of any compensation or benefits owed to its personnel.

Article 22 - Notifications

22.1 Modes

Any notification under the Contract shall be made in writing and transmitted by: (i) hand delivery, (ii) internationally recognised express carrier, (iii) registered mail with acknowledgement of receipt, or (iv) email with proof of transmission. For operational matters, notifications via Brixio One are also valid under Article 6.7.

22.2 Date of receipt

A notification is deemed received (a) upon actual receipt, (b) if sent by carrier, on the working day following dispatch, (c) if sent by registered mail, five working days after dispatch, (d) if sent by email, upon confirmation of receipt (including automatic confirmation), unless sent outside business hours, in which case it is deemed received on the following working day.

22.3 Addresses

Notifications are sent to the addresses indicated in the Quote or SOW, or subsequently communicated by written notification. For Brixio, the default address is: 91 rue du Faubourg Saint-Honoré, 75008 Paris, France - hello@brixio.io.

Article 23 - Miscellaneous Provisions

23.1 Assignment

Neither Party may assign or transfer its rights or obligations without the prior written consent of the other Party. Any attempt to the contrary shall be void. By way of derogation, each Party may assign the Contract without consent in the context of a merger, acquisition, or transfer of substantially all of its assets, provided that the assignee assumes the contractual obligations.

23.2 Waiver

No tolerance or inaction by a Party shall be construed as a waiver of its rights. Any waiver shall only be valid if in writing and signed.

23.3 Severability

If any clause is held invalid or unenforceable, the other provisions shall remain in force. The clause concerned shall be adapted to be made valid and enforceable within the limits of the law.

23.4 Electronic signature

The Quote, SOW, and any validation may be signed electronically, in particular via Zoho Sign, and shall have the same legal value as a handwritten signature, in accordance with Regulation (EU) No 910/2014 (“eIDAS”) and the French Civil Code.

23.5 Non-disparagement

Each Party undertakes not to disparage or harm the reputation of the other Party or its representatives. This clause survives termination of the Contract. Truthful statements required by law or by a judicial authority do not constitute a breach of this clause.

23.6 Non-solicitation

During performance of the Contract and for twenty-four (24) months after its end, each Party undertakes not to solicit, directly or indirectly, (a) the employees, consultants, officers, or directors of the other Party, or (b) the clients, partners, or suppliers of the other Party with a view to offering competing services. The following are permitted: general untargeted offers, spontaneous applications, persons whose collaboration with the other Party has ceased for more than six (6) months, and clients inactive for more than six (6) months.

23.7 Force majeure

Neither Party shall be liable for delay or failure resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code (e.g. natural disaster, war, general strike, pandemic, major network outage). The event must be notified to the other Party without delay, with an estimate of its duration. Economic fluctuations do not constitute force majeure.

23.8 Entire agreement

The Contract constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements relating to the same.

23.9 Acknowledgement

Each Party acknowledges having read the Contract, having understood its terms, having had the opportunity to consult independent legal counsel, and having accepted it voluntarily.

Article 24 - Governing Law and Jurisdiction

24.1 Governing law

The Contract is governed by French law, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

24.2 Amicable resolution

Any dispute relating to the existence, interpretation, validity, performance, or termination of the Contract shall be preceded by an attempt at amicable resolution between representatives of the Parties for thirty (30) calendar days.

24.3 Competent courts

Failing amicable resolution, any dispute shall be submitted to the exclusive jurisdiction of the Paris Commercial Court (Tribunal de commerce de Paris), notwithstanding multiple defendants or third-party claims.

Article 25 - Modifications to the GTCS

Brixio reserves the right to modify these GTCS at any time. The version in force is that published at https://brixio.io/legal/cgv/france-sas/en on the date of acceptance of the Quote by the Client. Previous versions are archived and accessible at https://brixio.io/legal/archive/. In case of a material modification affecting a Contract being performed, Brixio shall notify the Client in writing at least thirty (30) days before the modification enters into force.

End of General Terms and Conditions of Sale - Brixio France SAS - Version 2.0