Terms of Sale

• Customer: the automotive parts distributor, wholesaler, distribution group or aftermarket buying centre that subscribes to the Service and contracts with PartnAir.
• Service: the PartnAir SaaS platform and its AI agents, accessible online.
• Subscription: the right to access the Service under the chosen plan, for a fixed term.
• Order: the quote, purchase order or online subscription accepted by the Customer.
• Partner Workshops: workshops or body shops equipped by the Customer to benefit from the Service within its Subscription scope; they are neither contractual customers nor direct subscribers of PartnAir.
• Users: the Customer's staff and authorised personnel at its Partner Workshops whom the Customer permits to access the Service.
• Customer Data: the data and content submitted to the Service by the Customer or its Users.

The ToS apply exclusively to subscriptions to the Service entered into by a Customer meeting the definition in §1, to the exclusion of any other terms, including the Customer's purchasing terms. They are deemed accepted upon signature of the quote, validation of the Order or first effective access to the Service.

The Customer subscribes to the Service exclusively for business purposes. Partner Workshops access it solely as beneficiary Users equipped by the Customer: they are neither parties to the contract nor billed directly by PartnAir. Consumer-law provisions, including the right of withdrawal, do not apply.

The Order specifies the plan subscribed to by the Customer, scope (number of Partner Workshops and Users), term, price and billing terms. It is firm upon acceptance. Any change of scope is subject to an amendment or a billing adjustment addressed to the Customer.

• Prices are stated in euros and exclusive of tax; applicable VAT is added at the prevailing rate.
• The Subscription price is the one stated in the Order. Pricing depends on the plan and volume (garage network).
• PartnAir may revise its prices for the renewal period, subject to reasonable prior notice to the Customer before the term.

• The Subscription is billed at the frequency stated in the Order (monthly or annual), in advance.
• Payment is made by direct debit, card or bank transfer, as agreed. Card payments are processed via our provider Stripe; PartnAir does not store card numbers.
• In the event of late payment, penalties equal to three times the legal interest rate are due, plus a fixed recovery indemnity of €40 (Art. L.441-10 and D.441-5 of the French Commercial Code).
• In the event of persistent non-payment after formal notice, PartnAir may suspend access to the Service.

• The Subscription starts on the date stated in the Order, for the agreed initial term.
• Unless otherwise stated, the Subscription renews by tacit renewal for equivalent successive periods, unless terminated by either party before the term, within the notice period set in the Order.
• Either party may terminate in the event of a serious breach by the other that remains unremedied within 30 days of a formal notice.
• On termination, access to the Service ceases at the end of the current period. Amounts due for the committed period remain payable.

PartnAir provides the Service under a best-efforts obligation and uses reasonable efforts to ensure availability and performance. Maintenance interruptions, preferably outside business hours, may occur. Any availability commitments (SLA) and support are set out in the Order or a dedicated annex.

• Use the Service in accordance with the ToU and its professional purpose.
• Provide accurate information, manage its Users' permissions, including those at its Partner Workshops, and keep access credentials confidential.
• Ensure it holds the necessary rights over Customer Data and over the catalogues and licences it connects to the Service.
• As an informed professional, verify the information produced by the AI agents before any binding decision (order, fitting, re-invoicing the end customer).

As part of the Service, PartnAir acts as a processor for the distributor Customer (controller) regarding personal data of end customers, vehicles and requests, including data originating from the Partner Workshops it equips. The terms of this processing, compliant with Article 28 GDPR, are set out in the Data Processing Agreement (DPA) entered into with the Customer and forming an integral part of the contract. Partner Workshops do not thereby become contractual customers of PartnAir. Processing for which PartnAir is the controller is described in the Privacy Policy.

The Service and all its components remain the exclusive property of TBF. The Customer receives a non-exclusive, non-transferable right of use, limited to the Subscription term and subscribed scope. It may authorise its Users, including those at its Partner Workshops, to benefit from that right solely within this scope, without transferring the contract or creating a separate subscription. The Customer retains ownership of its Customer Data.

Each party undertakes to keep confidential the other party's non-public information it accesses under the contract, to use it only for the contract's performance, during the contract and for two years after its term.

The Service is provided "as is" as continuously improving software. AI agent outputs (references, prices, availability) are decision support that may contain errors; they do not exempt the Customer from verification. PartnAir provides human escalation for sensitive cases. PartnAir does not warrant the accuracy of data from third-party catalogues or ERPs connected by the Customer.

• PartnAir's liability is limited to direct, proven damage resulting from a fault in performing the Service.
• It does not cover indirect damage (loss of business, revenue, data, customers, commercial or reputational harm).
• In any event, PartnAir's total liability, all claims combined, is capped at the amounts actually paid by the Customer for the twelve (12) months preceding the triggering event.
• These limitations do not apply in the event of wilful misconduct, gross negligence or personal injury.

Neither party is liable for a failure resulting from force majeure within the meaning of Article 1218 of the French Civil Code, including failures of networks, hosting or third-party providers beyond its control.

At the end of the contract, the Customer may request, within 30 days, the export of its Customer Data in a structured, commonly used format. After this period, PartnAir deletes or anonymises the data, subject to legal retention obligations.

• Assignment: the Customer may not assign the contract without PartnAir's written consent.
• Sub-contracting: PartnAir may use sub-processors to perform the Service, under its responsibility.
• References: unless the Customer objects in writing, PartnAir may cite it as a commercial reference (name and logo).
• Entirety: the contract (Order, ToS, ToU, DPA) constitutes the entire agreement. The invalidity of one clause does not affect the others.

The ToS are governed by French law. Failing an amicable resolution within 30 days, any dispute relating to their validity, interpretation or performance shall be subject to the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Toulouse, including in the event of multiple defendants or third-party proceedings.