QUCIT - General Terms and Conditions of Sale and Use (GTCSU)
Effective date: December 12, 2025
These General Terms and Conditions of Sale and Use (the “GTCSU”) govern access to and use of Qucit’s Services by professional clients.
About Qucit
Thank you for choosing to use our Services. The Services are provided by Qucit, a simplified joint-stock company (Société par Actions Simplifiée) with capital of €194,017.88, registered with the Bordeaux Trade and Companies Register under number 802 524 512, with registered office at 3 rue Michel Montaigne, 33000 Bordeaux, France (“Qucit”).
Scope and acceptance
2.1 Scope. The GTCSU apply to all access to and use of the Services by the Client and its Users.
2.2 Professional use only. The Services are intended exclusively for professional clients acting within the scope of their commercial or industrial activity, including when acting in the name or on behalf of another professional.
2.3 Acceptance. The Client accepts the GTCSU upon subscribing to the Services and confirms that its Users are authorized to use the Services on its behalf and will comply with these GTCSU.
2.4 Availability. The GTCSU are available on Qucit’s website and may be provided upon request.
Contractual documents - order of precedence
3.1 Contractual documents. The contractual documents governing the Services are, in descending order of priority:
(a) any written agreement signed by Qucit and the Client (including any contract, order form, statement of work, or specific terms) (the “Contract”);
(b) these GTCSU; and
(c) any policies referenced herein (including the Privacy Policy), and any technical documentation made available by Qucit.
3.2 Precedence. In the event of any conflict between the Contract and these GTCSU, the Contract shall prevail only to the extent of the conflict and only if the derogation is expressly stated in the Contract.
3.3 Client documents. Any terms or documents issued by the Client (including purchase orders or procurement terms) shall not apply unless expressly accepted in writing by Qucit.
Definitions
Capitalized terms have the meanings below:
Account: a valid account enabling access to the Services.
Administrator: a User with administrative rights to configure the Services and manage other Users’ access.
API: any application programming interface enabling interconnection between the Services and third-party systems.
Applications: Qucit software applications (web, mobile, or API) provided as SaaS.
Client: the legal or natural person subscribing to the Services for professional purposes.
Content: any data, content, files, information or materials uploaded, transmitted, stored, generated, or otherwise processed through the Services, including Personal Data.
Contract: as defined in Section 3.1(a).
Confidential Information: as defined in Section 11.
Fees: any amounts payable by the Client for the Services (subscription and/or services).
Modules: optional or additional functional modules of the Applications, if any, subscribed under the Contract.
Personal Data: any information relating to an identified or identifiable natural person.
Privacy Policy: Qucit’s privacy policy available at https://qucit.com/en/privacy-policy (as may be updated).
Services: access to and use of the Applications and any related services (including configuration, training, assistance, maintenance, support) as set out in the Contract and/or provided under these GTCSU.
Subscription: the Client’s right to access and use the Services during the Subscription Term.
Subscription Term (or Term): the subscription duration specified in the Contract. If not specified, the default is twelve (12) months.
Users: individuals authorized by the Client to use the Services under the Client’s Account, including Administrators and Employees (and, if expressly authorized by Qucit in writing, limited third parties).
Description of the Services
5.1 General. Qucit provides Applications enabling predictive information and/or operational management of urban services (e.g., shared mobility systems, parking, roads, and other urban services), including the ability to store and process Content.
5.2 Professional services. At the Client’s request and for applicable Fees, Qucit may provide onboarding, configuration, training, consulting assistance, or other professional services, as specified in the Contract.
5.3 Documentation. Qucit may provide technical documentation (including API documentation). Unless stated otherwise, documentation is provided “as is” and may evolve over time.
Accounts, access, and authentication
6.1 Account creation. To access the Services, the Client must provide the information reasonably required by Qucit (e.g., company name, Administrator name, email, phone, country).
6.2 Administrator. By default, Qucit creates an Administrator Account. The Client is responsible for maintaining accurate Administrator information and promptly notifying Qucit of any change.
6.3 User management. The Client controls which Users may access the Services and their permissions. The Client is responsible for Users’ actions and compliance with the Contract and these GTCSU.
6.4 Credentials and security. Credentials are strictly personal and must not be shared. The Client must implement reasonable security practices (unique passwords, MFA if available, least-privilege access, prompt deprovisioning).
6.5 Client environment. The Client is responsible for its systems, connectivity, devices, browsers, and network security needed to access the Services.
Availability, maintenance, and support
7.1 Availability objective. Qucit will use reasonable efforts to provide continuous access to the Services, subject to maintenance, updates, force majeure, security events, or suspension under these GTCSU.
7.2 Maintenance. Qucit may perform maintenance or updates that may temporarily affect availability. Where reasonably practicable, Qucit will use reasonable efforts to provide advance notice for scheduled maintenance.
7.3 Support. Support channels and response targets (if any) are specified in the Contract. If not specified, support is provided by email on a reasonable-efforts basis during Qucit business hours.
Qucit obligations
8.1 License grant. During the Subscription Term and subject to payment of Fees and compliance with these GTCSU, Qucit grants the Client and its Users a non-exclusive, non-transferable right to access and use the Services for the Client’s internal business purposes.
8.2 Standard of care. Qucit undertakes an obligation of means (best efforts) and will provide the Services with reasonable care and diligence in line with industry practice.
8.3 Content protection. Qucit will implement reasonable technical and organizational measures to protect Content and ensure confidentiality, consistent with Section 13 (Data Protection). Without limiting the foregoing, Qucit (i) encrypts communications to and from the Services using TLS (TLS 1.2 or later), and (ii) performs regular backups of production Content at least daily and maintains rolling backup retention typically up to ninety (90) days, subject to operational and security constraints. Qucit does not use Client Content for purposes other than providing, securing, and improving the Services, including improvement of models and algorithms, subject to applicable law.
Client and User obligations - acceptable use
9.1 Compliance. The Client and Users must use the Services in compliance with applicable laws and regulations and must not misuse the Services.
9.2 Prohibited conduct. The Client and Users shall not, directly or indirectly:
(a) access or use the Services for any unlawful purpose;
(b) attempt to bypass security, probe, scan, or test the vulnerability of the Services;
(c) introduce malicious code, viruses, or harmful material;
(d) interfere with or disrupt the integrity or performance of the Services;
(e) copy, sell, resell, rent, lease, distribute, or provide the Services to third parties except as expressly permitted in the Contract or in writing by Qucit;
(f) reverse engineer, decompile, disassemble, or attempt to discover source code or underlying ideas, algorithms, or structure (except to the extent permitted by mandatory law);
(g) use the Services to build, train, or improve a competing product or service, or to create a substitute or similar service;
(h) scrape, systematically extract, or harvest data from the Services except as permitted through documented APIs;
(i) denigrate Qucit or publish misleading statements regarding the Services.
9.3 Suspension. In case of breach (including security risk, non-payment, or unlawful use), Qucit may suspend access to the Services, in whole or in part, without liability, until the breach is cured and/or the risk is resolved.
Fees, invoicing, and payment
10.1 Fees. Fees and billing terms are specified in the Contract. If not specified, Fees are payable annually in advance.
10.2 Taxes. Unless stated otherwise, Fees are exclusive of VAT and other applicable taxes. Taxes will be applied according to applicable law (including intra-Community reverse charge where applicable).
10.3 Invoicing. Invoices are issued electronically. The Client accepts electronic invoicing.
10.4 Payment terms. Unless otherwise specified in the Contract, invoices are payable within thirty (30) days from the invoice date by bank transfer.
10.5 Late payment. In case of late payment, the Client shall owe:
(a) a fixed recovery fee of forty (40) euros (where applicable); and
(b) late interest on amounts due at the European Central Bank rate for its euro refinancing operations plus ten (10) percentage points, calculated from the due date until payment in full.
The Client shall reimburse Qucit for reasonable costs incurred to collect unpaid amounts (including attorney fees where recoverable).
10.6 Disputes. Any invoice dispute must be notified in writing with proof of receipt within fifteen (15) days of the invoice date, specifying the disputed items and reasons. Undisputed portions remain payable on time.
10.7 Price changes. Qucit may update its standard pricing and packaging. Unless otherwise specified in the Contract, any changes apply to new Clients immediately and to existing Clients upon renewal of the Subscription Term. Qucit may apply changes earlier where required for legal, regulatory, or security reasons.
Confidentiality - use restrictions - security
11.1 Definition. “Qucit Confidential Information” includes any non-public information relating to Qucit or the Services, including: software, Applications/Modules, interfaces, documentation, know-how, pricing, commercial terms, roadmaps, technical architecture, security measures, and any API details (credentials, keys, certificates, tokens, endpoints), as well as any evaluations, benchmarks, or results derived from the Services.
11.2 Strict confidentiality. The Client shall keep Qucit Confidential Information strictly confidential and shall not disclose it to any third party except as expressly permitted below.
11.3 Permitted recipients (need-to-know). The Client may disclose Qucit Confidential Information solely to its Users and individual contractors who:
(a) have a legitimate need to know to operate the Services for the Client’s internal business purposes; and
(b) are bound by confidentiality obligations at least as protective as this Section 11.
The Client remains fully responsible for any breach by such persons.
11.4 No external access, demonstrations, or provisioning. Unless expressly authorized in writing by Qucit, the Client shall not:
(a) demonstrate, present, or make the Services (or any part thereof) available to any third party;
(b) create, provision, share, or allow the use of any Account by any third party;
(c) share credentials or otherwise allow access from outside the Client’s controlled environment;
(d) publish or communicate any benchmark, performance test, comparison, or evaluation of the Services.
11.5 No disclosure to certain third parties (described category). Without limiting Sections 11.2–11.4, the Client shall not disclose, provide access to, or otherwise make available the Services or Qucit Confidential Information to any third party that develops, markets, integrates, operates, advises on, or provides products or services that are similar to, substitutable for, or could reasonably be considered competitive with the Services, nor to any person acting on behalf of such third party.
11.6 Security measures. The Client shall implement appropriate technical and organizational measures to protect Qucit Confidential Information, including secure credential handling, least-privilege access controls, logging where appropriate, and prompt removal of access upon role changes.
11.7 Incident notification. In case of actual or suspected unauthorized disclosure or compromise, the Client shall promptly notify Qucit and cooperate in good faith to contain and remediate.
11.8 Remedies. Any breach of this Section 11 constitutes a material breach. Qucit may suspend access and/or terminate the Subscription in accordance with these GTCSU and the Contract. The Client acknowledges that unauthorized disclosure may cause irreparable harm and that Qucit may seek injunctive relief in addition to any other remedies.
Intellectual property
12.1 Qucit IP. Qucit (and/or its licensors) owns all rights, title, and interest in and to the Services, Applications, documentation, and all related intellectual property rights. All rights not expressly granted are reserved.
12.2 Client Content. As between the Parties, the Client retains ownership of its Content. The Client grants Qucit a worldwide, non-exclusive license to host, process, transmit, and display Content solely to provide, secure, maintain, and improve the Services, including model improvement, subject to applicable law.
12.3 Restrictions. The Client and Users shall not remove or alter proprietary notices and shall not use Qucit trademarks without prior written consent.
Data protection (GDPR) - processor terms
This Section 13 constitutes the data processing terms required by Article 28 GDPR, where Qucit processes Personal Data as processor on behalf of the Client.
13.1 Roles. The Client acts as data controller and Qucit acts as processor for Personal Data processed through the Services, except where Qucit acts as controller for its own business purposes (e.g., billing, account administration, sales, security, legal compliance).
13.2 Subject matter and duration. Processing is performed to provide the Services during the Subscription Term and any limited retention period described in these GTCSU.
13.3 Nature and purpose. Processing includes hosting, storage, organization, transmission, access control, support, troubleshooting, backup, security monitoring, and improvements necessary to provide the Services.
13.4 Types of data and data subjects. Depending on the Client’s use, Personal Data may include identifiers and contact details, account credentials, usage data, logs, IP addresses, and any Personal Data included in Client Content. Data subjects may include the Client’s employees, contractors, end users, and other individuals whose data the Client uploads or processes.
13.5 Client obligations. The Client warrants it has a lawful basis to process Personal Data and provide it to Qucit, and that it has provided all required notices and obtained all required consents.
13.6 Processor obligations. Qucit shall:
(a) process Personal Data only on the Client’s documented instructions (the Contract and these GTCSU constitute documented instructions);
(b) ensure persons authorized to process Personal Data are bound by confidentiality;
(c) implement appropriate technical and organizational measures to protect Personal Data;
(d) assist the Client, to the extent applicable and reasonable, with data subject requests and GDPR obligations, taking into account the nature of processing and information available to Qucit;
(e) notify the Client without undue delay after becoming aware of a Personal Data breach affecting Client Personal Data;
(f) make available information reasonably necessary to demonstrate compliance, subject to Section 13.10 (Audits).
13.7 Subprocessing. The Client authorizes Qucit to engage subprocessors. Qucit maintains agreements with subprocessors imposing data protection obligations consistent with these GTCSU. Qucit remains responsible for subprocessors’ performance of their obligations.
Current categories of subprocessors may include infrastructure and hosting providers, monitoring, support tooling, CRM, productivity tools, and communications tools. Qucit’s commonly used subprocessors include (non-exhaustive): OVH, Amazon Web Services, Pipedrive, Google, Atlassian, New Relic, Slack. Qucit may update this list.
13.8 Changes to subprocessors — objection. Qucit will notify the Client of material additions or replacements of subprocessors. The Client may reasonably object in writing within ten (10) days. If the Parties cannot resolve the objection, either Party may terminate the Subscription in accordance with the Contract (or, if not specified, at the end of the current Subscription Term).
13.9 Data location and international transfers (EU-first). Qucit primarily hosts and processes Client Content and Service data in the European Economic Area (EEA), including in France and Ireland. Certain subprocessors used for the provision, security, support, and improvement of the Services may process limited categories of Personal Data (e.g., contact details, support ticket information, technical logs). Where processing involves transfers outside the EEA, Qucit ensures appropriate safeguards in accordance with applicable law (including, where applicable, EU Standard Contractual Clauses and supplementary technical and organizational measures).
13.10 Audits. The Client may request an audit to verify compliance, subject to:
(a) a prior written request stating scope and justification;
(b) reasonable advance notice (at least thirty (30) business days);
(c) use of an independent auditor of recognized reputation, not a competitor of Qucit, bound by confidentiality;
(d) audit limited to information relevant to the Services and processing;
(e) audit frequency limited to once per year; and
(f) the Client bearing all audit costs and reimbursing Qucit for reasonable time spent supporting the audit.
13.11 Return and deletion. Upon termination or expiry, and upon Client request, Qucit will provide the Client with a reasonable means to export Content in a commonly used structured format, within a reasonable time. Where technically available, Qucit may also provide a copy of the last available backup. Any assistance beyond making available the standard export means (including custom exports, data transformations, repeated requests, or requests that the Client could reasonably have performed through the Services) may be billed at Qucit’s then-current professional services rates. If delivery on external media is requested or required due to volume, media and shipping costs shall be borne by the Client. Qucit may retain and delete data in accordance with its retention practices and legal obligations; backups may persist for a limited period but will not be used for active processing beyond what is necessary for security, integrity, and compliance.
Data access, recovery, and retention (service-level)
14.1 Client responsibility. The Client is responsible for exporting and backing up its Content during the Subscription Term, using the export features and APIs made available in the Services. The Client acknowledges that Qucit is not a long-term archiving service and that the Client must download/export its Content before the end of the Subscription Term.
14.2 Post-termination requests. Upon termination or expiry, the Client’s access to the Services may be disabled and Qucit does not guarantee any post-termination access window. For a period of up to three (3) months after termination or expiry, the Client may submit a written request for retrieval of its Content. Qucit may, at its discretion, provide such retrieval within a reasonable time using commercially reasonable means, subject to security and technical constraints. Any retrieval assistance provided by Qucit after termination or expiry (including exports performed by Qucit, custom exports, data transformations, or repeated requests) may be billed at Qucit’s then-current professional services rates. If delivery on external media is requested or required due to volume, media and shipping costs shall be borne by the Client.
14.3 Retention. Qucit may retain Content and backups for a limited period (typically up to twelve (12) months) after termination, except where longer retention is required by law or regulation, after which it is deleted or anonymized in accordance with Qucit policies.
Term, renewal, and termination
15.1 Term. The Subscription Term is specified in the Contract. If not specified, it is twelve (12) months starting on the Subscription start date.
15.2 Renewal. Unless otherwise specified in the Contract, the Subscription renews automatically for successive twelve (12) month periods unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the current Term.
15.3 Termination by the Client (default rule). Unless otherwise specified in the Contract, the Client may terminate effective at the end of the current Term by providing written notice with proof of receipt. Fees paid are non-refundable and the Client remains liable for all Fees due for the current Term.
15.4 Termination by Qucit. Qucit may terminate or suspend the Subscription:
(a) for material breach not cured within a reasonable cure period after notice;
(b) for non-payment (including where an invoice remains unpaid more than thirty (30) days after due date);
(c) where required to comply with law or to mitigate security risk; or
(d) where Client Content or usage causes material operational or security issues.15.5 Effect of termination. Upon termination, the Client’s right to access the Services ceases except for any agreed export window. Sections intended to survive termination shall survive.
Warranties, disclaimers, and liability
16.1 Obligation of means. Qucit provides the Services under an obligation of means. The Client acknowledges that the Services are complex and may not be uninterrupted or error-free.
16.2 Disclaimer. To the extent permitted by applicable law, the Services are provided “as is” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
16.3 No advice. Information provided by Qucit does not constitute legal, financial, or operational advice. The Client remains solely responsible for its operations and decisions.
16.4 Limitation of liability. To the maximum extent permitted by law:
(a) Qucit shall not be liable for indirect or consequential damages (including loss of profit, revenue, business, goodwill, or data), even if advised of the possibility;
(b) Qucit’s total aggregate liability arising out of or relating to the Services shall not exceed the total Fees actually paid by the Client to Qucit under the Subscription during the twelve (12) months preceding the event giving rise to liability (or, if shorter, during the Subscription Term).
Nothing excludes liability that cannot be excluded under applicable law.16.5 Client indemnity. The Client shall indemnify and hold harmless Qucit from third-party claims arising from the Client’s Content, unlawful use of the Services, or breach of these GTCSU or the Contract.
Interoperability
In accordance with Article L.122-6-1 of the French Intellectual Property Code, the Client may request interoperability information by registered mail to Qucit’s registered office. Qucit will respond within two (2) months. Information is disclosed solely to satisfy legal obligations and must not be shared with third parties.
Subcontracting
Qucit may subcontract all or part of the Services, while remaining responsible for performance of its obligations under these GTCSU, subject to Section 13 (subprocessors) for Personal Data processing.
Miscellaneous
19.1 Non-solicitation. During the Subscription Term and for twenty-four (24) months thereafter, the Client shall not actively solicit or hire Qucit employees involved in delivering the Services, except where the employee responds to a general job advertisement not targeted at Qucit. In case of breach, the Client shall pay a contractual penalty equal to twenty-four (24) months of the employee’s net monthly salary (excluding employer/employee social contributions) at the date of breach, without prejudice to Qucit’s right to seek injunctive relief.
19.2 Assignment. The Client may not assign the Subscription or these GTCSU without Qucit’s prior written consent. Qucit may assign to an affiliate or successor in connection with a merger, acquisition, reorganization, or sale of assets.
19.3 No waiver. Failure to enforce a provision does not constitute waiver.
19.4 Severability. If a provision is held invalid, the remainder remains in force and the Parties will replace it with a valid provision reflecting the original intent.
19.5 Notices. Notices must be sent by written means providing proof of receipt (including email with acknowledgment, registered letter, or other agreed method). Qucit notices may be sent to the Administrator email on file.
19.6 Reference. Unless otherwise agreed in writing, the Client authorizes Qucit to list the Client’s name and logo as a commercial reference.
19.7 Ethics. The Parties commit to comply with applicable labor, health and safety, environmental, and anti-corruption laws.
19.8 Survival. Sections relating to confidentiality, IP, data protection, fees due, limitation of liability, and miscellaneous provisions intended to survive shall survive termination.
Force majeure
No Party shall be liable for failure or delay due to force majeure within the meaning of Article 1218 of the French Civil Code (including cyber-attacks, ISP interruptions, strikes, natural disasters). Obligations are suspended during the force majeure event. If it lasts more than fifteen (15) days, the Parties will discuss mitigation; if no solution is found, either Party may terminate by written notice without liability.
Applicable law and jurisdiction
These GTCSU are governed by French law. To the extent permitted by applicable law, any dispute shall be subject to the exclusive jurisdiction of the Commercial Court of Bordeaux (France), notwithstanding multiple defendants or third-party proceedings.
Language
If versions in multiple languages exist, and unless otherwise required by applicable law, the French version shall prevail in case of inconsistency.