Terms and conditions

1. The solution

1.1 Order

(a) By submitting an order for access to the Solution on the aersyn.ai website, or by responding to a quote from us indicating that you would like us to provide automated trading workflows tailored to your process (Order), you represent and warrant that you have the legal capacity and are of sufficient age to enter into a binding contract with us, and that you are authorized to use the debit or credit card you provide with your Order, if applicable.

(b) Submitting or agreeing to an Order constitutes your intention and offer to enter into these Terms.

1.2 Your subscription and the solution

(a) (The Solution) The Solution includes the provision of automated trading workflows powered by AI-assisted processing, and any additional services as agreed upon in the Order.

(b) (Pricing Model) The Solution is billed on a fixed subscription model, which includes a determined number of processing credits (for example an incoming request for quotation (RFQ), vendor quote (VQ), or purchase order (PO)). Usage exceeding the included processing credits is billed as overage.

(c) (Third-Party Costs) If your process requires third-party services (for example ILSmart API integration or other external APIs), you may be responsible for additional payments directly to the third-party providers.

(d) (Term of Access) Access to the Solution commences on the date we make it available to you (subject to receipt of payment) and continues for the duration of the subscription term until terminated in accordance with these Terms.

1.3 Accounts

(a) To access and use the Solution, users must create an account on the aersyn.ai website. During registration and continued use, you may be required to provide personal and business details, including name, email, billing information, and company details. You warrant that all provided information is accurate, honest, and up to date. aersyn.ai reserves the right to suspend or cancel an account in case of misuse, non-compliance with these Terms, or non-payment.

1.4 Software licensing

(a) (License) The software, workflows, and processes remain the sole property of aersyn.ai. You purchase credits to use the Solution but do not gain ownership of the software, models, or any underlying intellectual property.

(b) (Restrictions) You may not:

• copy, modify, or reverse-engineer the software or underlying technology;
• resell access to the Solution without prior written agreement;
• use the Solution outside the intended industry-specific applications without written authorization.

(c) (Updates & Enhancements) aersyn.ai may release software updates or enhancements that improve the performance of the Solution. Such updates may be applied automatically without prior approval and may result in brief service downtimes.

(d) (Compliance) aersyn.ai will ensure that the Solution complies with relevant French laws and industry standards within the aviation sector.

2. Services

2.1 Hosted services & support

(a) (Hosting) aersyn.ai provides hosting for the Solution through a third-party cloud provider.

(b) (Support) aersyn.ai offers customer support via email atjp.morice@aersyn.com.

2.2 Additional services

(a) aersyn.ai offers consulting and customization services beyond the initial setup upon request. You may request new features or integrations, which will be evaluated on a case-by-case basis. Consulting, customization, and additional feature requests may incur separate charges beyond the credit system.

2.3 Customer obligations

(a) You must provide necessary documentation, data, or credentials as requested for setup and integration of the Solution, and adhere to the data security and compliance measures outlined in the aersyn.ai Privacy Policy.

3. Fees, proof and term

A 12-month term that opens with a 3-month paid proof. Measure the value on your own numbers; if the ROI isn't there at 3 months, you walk, no penalty. After that, the term runs to 12 months, then renews unless you give 60 days' notice.

3.1 Fee structure

(a) (Subscription Plans) The Solution is billed on a monthly subscription basis. Available plans are as follows, subject to the pricing in force at the date of the Order as published on the pricing page:

• Starter: €500 a month, includes up to 500 quotes a month.
• Team: €800 a month, includes up to 1,500 quotes a month.
• Pro: €1,600 a month, includes up to 4,000 quotes a month.
• Enterprise: Custom pricing, negotiated on a case-by-case basis.

(b) (Follow-up) Automated follow-up is included in every plan at no additional charge.

(c) (Overage) Quotes beyond the plan allowance are charged at the per-quote overage rate applicable to your plan, as published on the pricing page. Overage is invoiced at the end of each month based on actual usage.

(d) (Definition of a quote) One quote is one quote processed, inbound or outbound, up to 50 part numbers: a quote issued in response to a customer request for quotation (RFQ), or a vendor quote (VQ) taken in and recorded. Above 50 part numbers, a quote counts as one unit per 50 part numbers (rounded up). Automated follow-ups are included and are never counted as a quote.

(e) (Setup) A one-time setup fee, as set out in your Order, covers Phase 1, connecting aersyn.ai to your Outlook and your commercial rules.

(f) (Term and proof) The proof is the first quarter of that same term and it is paid; it is not a separate free trial. The one no-penalty exit is at the 3-month decision point. Past that point, the term runs its full 12 months, then renews unless you give 60 days' notice.

(g) (Annual option) Clients who commit to a twelve-month term paid upfront benefit from a 10% discount on the total annual amount. Overage is invoiced at the end of the year based on actual usage.

3.2 Billing cycle

(a) The base plan fee is invoiced at the beginning of each monthly billing period.

(b) Overage charges are invoiced at the end of the billing period based on actual usage.

(c) All amounts are invoiced in Euros.

3.3 Late payments & refunds

(a) (Non-Payment) If you fail to make timely payment, aersyn.ai reserves the right to suspend access to the Solution until the outstanding balance is settled.

(b) (Refund Policy) Subscription fees paid in advance are non-refundable in the event of early termination by the Client, except where aersyn.ai terminates the agreement without cause, in which case a pro-rata refund of the unused portion of the pre-paid period will be issued.

3.4 Taxes & payment methods

(a) (Taxes) All fees are stated exclusive of applicable taxes. VAT or equivalent taxes will be applied where required by law.

(b) (Accepted Payment Methods) Payments may be made by credit card or wire transfer (SEPA).

(c) (Payment Processing) Payment processing is handled by Stripe. Any applicable Stripe processing fees are borne by aersyn.ai and will not be passed on to the Client.

4. Cancellation and modifications

4.1 Cancellation policy

(a) (Client Exit) You may exit without penalty at the 3-month decision point of the term. After that point, the twelve-month term applies and renews unless you give 60 days' notice. Early termination by the Client during a committed term does not entitle you to a refund of fees already due.

(b) (Credits) Upon cancellation, any remaining volume credits remain available for life within the same organization and can be applied to another workflow configuration. Credits are non-transferable to another organization or user.

(c) (Refunds) No refunds are provided for early cancellation, save as set out in clause 3.3(b).

4.2 Modifications to service

(a) The Solution is designed to adapt to your process and does not have predefined service levels or upgrade/downgrade options. As there are no different service levels, changes to platform usage limits and related billing cycle adjustments do not apply.

4.3 Reversibility and exit

(a) (What stays yours) aersyn.ai runs on infrastructure you already own. Your Microsoft 365 tenant, your domain, and your mailboxes remain yours throughout and after the term. Delegated access is scoped, logged, and revocable by you at any time.

(b) (Your data, exportable) Your data is yours. You can export all of it to CSV or JSON at any time, and on termination you may request a full export in accordance with clause 11.4. We do not hold your operation in a way that prevents you from leaving: if you stop, you are back on Excel or your own ERP with your data in hand, with no hostile retention.

(c) (Runbook) The concrete steps to leave, export your data, revoke delegated access, and return to Excel or your ERP, are set out in our published exit runbook.

(d) (What reversibility does not change) Reversibility concerns your tenant, your domain, and your data. It does not by itself change the Fees due under the term (see clause 3 and clause 4.1): the one no-penalty exit remains the 3-month decision point.

5. Obligations

5.1 Your obligations

(a) You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge that we will have no liability for any damage, loss, or expense arising from your breach, your Personnel's breach, or any User's breach of these Terms, and you shall indemnify us against any such damage, loss, or expense.

(b) You must not, and must not encourage or permit any User, Personnel, or third party to, without our prior written approval:

• upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic, or racist material using the Software;
• upload any material owned or copyrighted by a third party without proper authorization;
• make unauthorized copies of the Documentation or the Software;
• adapt, modify, or tamper with the Software in any way;
• remove or alter any copyright, trademark, or other notice on or forming part of the Software or Documentation;
• act in any way that may harm our reputation or that of associated parties;
• use the Software in a way that infringes upon any third party's Intellectual Property Rights;
• create derivative works from or translate the Software or Documentation;
• share access to the Solution or Documentation with unauthorized third parties;
• attempt to reverse engineer or decompile the Software, or circumvent any security features.

5.2 User account and security

Each User must:

• create and maintain their own individual User Account;
• keep their account credentials strictly confidential;
• notify us immediately of any unauthorized access or security breach;
• use the Solution only for its intended purposes;
• not share or transfer their account access to any other person.

5.3 Hosted services

(a) We provide hosting for User Data through third-party providers. Data is hosted primarily in France, with potential backup locations in the European Union. While we implement industry-standard security measures, we cannot guarantee uninterrupted access or complete freedom from errors. We maintain regular backups but cannot guarantee complete data recovery in all circumstances.

5.4 Support services

(a) We provide technical support for issues related to the core functionality of the Solution. You should attempt basic troubleshooting before requesting support. Response times will be reasonable but not guaranteed. Support is provided in English and French.

5.5 Billing and usage

(a) Service charges are based on platform usage and are measured and billed according to our current pricing structure. We reserve the right to modify pricing with reasonable notice. Detailed usage reports will be available through your account dashboard.

6. Posted material

6.1 Warranties and indemnity

(a) By providing or posting any information, material, or other content in connection with the Solution (Posted Material), you represent and warrant that you are authorized to provide it, that it is free from harmful, discriminatory, defamatory, or maliciously false implications, that it contains no offensive or explicit material, that it will not harm our reputation or that of associated parties, that it does not infringe any Intellectual Property Rights, that it is free from viruses or harmful code, and that it complies with all applicable Laws.

(b) You agree to indemnify us against all damages, losses, costs, and expenses arising from any third-party claim that Posted Material infringes their Intellectual Property Rights.

6.2 Removal

(a) While the Solution acts as a passive conduit for processing Posted Material, we reserve the right to review and remove any Posted Material at our discretion, without explanation. You are responsible for maintaining your own records of Posted Material.

7. Intellectual property and data

7.1 Intellectual property rights

(a) If you become aware of Posted Material that infringes any Intellectual Property Rights, please contact us immediately. When submitting an infringement complaint, you warrant the complaint is accurate and true, acknowledge that groundless threats of legal proceedings may be prohibited under French law, and agree to indemnify aersyn.ai against any losses related to groundless complaints.

7.2 Software and platform intellectual property

(a) We retain ownership of all materials provided through the Solution, including outputs generated by the Solution, graphics, logos, and design elements, software architecture and algorithms, documentation and training materials, and pricing information and usage metrics.

(b) You are granted a limited license to use the Solution and related content solely for your authorized purposes. You may not reproduce, modify, distribute, or create derivative works without our written consent.

7.3 Client data

(a) You grant us a non-exclusive, royalty-free license to use Client Data solely to provide the Solution's services as described in these Terms and to maintain service quality, security, and integrity.

(b) We commit to implementing robust security measures to protect Client Data, maintaining transparency about our security procedures, notifying you of significant security changes, and complying with applicable data protection laws.

(c) We reserve the right to remove any Client Data that violates our acceptable use policies, contains inappropriate or illegal content, or poses security risks to our systems.

(d) You are responsible for ensuring appropriate sharing of Client Data, maintaining its legality and appropriateness, and obtaining necessary rights and permissions for data processing. You warrant that our use of Client Data will not infringe third-party rights, and you will indemnify us against claims arising from such infringement.

7.4 Personal data processing and protection

(a) For the purposes of the General Data Protection Regulation (GDPR), aersyn.ai acts as a Data Controller for account and billing information, and as a Data Processor for any personal data contained within Client Data processed by the Solution.

(b) Legal bases for processing are contract performance (processing necessary to provide the Solution), legal obligation (compliance with French and EU laws), legitimate interests (service improvement and security), and consent (where specifically requested and provided).

(c) When submitting personal data, you must ensure you have the legal right to process such data, obtain necessary consents from data subjects, comply with applicable data protection laws, notify us of any data subject rights requests received, and implement appropriate technical and organizational measures.

(d) Our Privacy Policy, available at https://aersyn.ai/privacy, forms part of these Terms and details the categories of personal data processed, the purposes and means of processing, retention periods, international transfer mechanisms, and the complete list of data subject rights (access, rectification, erasure, restriction, portability, and objection).

(e) We implement appropriate technical and organizational measures, including encryption of data in transit via TLS/HTTPS; encryption of data at rest provided by our infrastructure partners (Supabase, hosted on the AWS EU region) using AES-256 disk-level encryption by default, noting that we do not currently implement additional application-level field encryption; role-based access controls and authentication mechanisms enforced at the infrastructure level; data breach notification procedures; and limitation of data access to personnel with a legitimate operational need. We will notify you without undue delay of any personal data breach, cooperate with supervisory authorities as required, and maintain a record of all data breaches.

8. Third-party software and integrations

8.1 Third-party terms

(a) You acknowledge that terms and conditions of third-party suppliers (Third Party Terms), which may include AI model providers, hosting services, and integration partners, may apply to your use of the Solution, and that you must comply with applicable Third Party Terms.

(b) We will not be liable for any loss or damage related to Third Party Terms. You must promptly notify us if you do not agree to any Third Party Terms, which may affect our ability to provide the Services.

8.2 Third-party integrations

(a) You acknowledge that integration of the Solution with other software may present technical challenges, that data transfer between systems may encounter errors or delays, and that we cannot guarantee error-free integration with third-party systems.

(b) We disclaim liability for the functionality of third-party services or software, for the Solution's performance when integrated with unauthorized third-party systems, and for the consequences of unauthorized modifications to the Solution.

(c) If you implement custom integrations or modifications (Custom Modifications), you acknowledge potential adverse effects on our Services, you indemnify us against resulting damages, and we may suspend service or remove the Custom Modifications until they are resolved.

9. Confidentiality

9.1 Definition of confidential information

Confidential Information means any and all non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in connection with the use of the Solution, whether disclosed in writing, orally, electronically, or by any other means, and whether or not marked as confidential. This includes, without limitation:

• commercial data: pricing, margins, cost structures, discount schedules, and quote history;
• inventory and stock data: stock levels, part availability, lead times, and sourcing conditions;
• customer and supplier information: identity, contact details, transaction history, relationship terms, and purchasing behaviour;
• operational data: internal workflows, automation configurations, processing volumes, and performance metrics;
• business strategy: pipeline data, prospecting lists, market positioning, and commercial negotiations;
• technical information: software architecture, integration configurations, API keys, and system access credentials;
• any other information that a reasonable person in the aviation trading industry would treat as confidential given its nature and the context of disclosure.

Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party; was already known to the Receiving Party prior to disclosure and without restriction; is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or is required to be disclosed by applicable law or court order, provided the Receiving Party gives prompt written notice and cooperates in seeking a protective order.

9.2 Confidentiality obligations

(a) Each party agrees to:

• hold all Confidential Information of the Disclosing Party in strict confidence;
• not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
• use Confidential Information solely for the purpose of performing or receiving the services under these Terms;
• limit access to those Personnel, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those set out here;
• notify the Disclosing Party promptly upon becoming aware of any actual or suspected unauthorized access, use, or disclosure.

(b) aersyn.ai specifically commits to:

• not disclosing any Client data or Confidential Information to any competitor, third-party trader, or market participant;
• not using Client data for any purpose beyond the direct delivery of the services described in these Terms, that is, operating the automated workflows for the Client, including the pricing suggestions and the supplier ranking, and nothing else;
• not using Client Confidential Information to train, fine-tune, or improve any AI model, whether proprietary or third-party. Client data is never used as training material under any circumstances;
• maintaining logical and technical segregation between data belonging to different clients, such that no client's Confidential Information is accessible to or commingled with that of another.

9.3 Survival

The confidentiality obligations set out in this Section 9 survive the termination or expiry of these Terms for a period of five (5) years. Obligations relating to trade secrets survive indefinitely to the extent permitted by applicable law.

9.4 Security incidents

(a) Each party must notify the other without undue delay, and in any case within 72 hours of becoming aware, of any unauthorized access to Confidential Information, any actual or suspected data breach, or any security compromise that may affect the integrity of the other party's data. Upon notification, both parties will cooperate in good faith to investigate and contain the incident, make required notifications to applicable regulatory authorities, and implement appropriate remediation measures without delay.

9.5 Relationship with NDA

These Terms establish baseline confidentiality obligations applicable to all clients of aersyn.ai. Where the parties have entered into a separate Non-Disclosure Agreement (NDA) or Mutual Confidentiality Deed, such instrument supplements and prevails over this Section 9 to the extent of any inconsistency. The existence of this Section does not limit or replace the Client's right to request a dedicated NDA governing their specific relationship with aersyn.ai.

9.6 Privacy compliance

The handling of personal data within Client Confidential Information is additionally governed by our Privacy Policy at https://aersyn.ai/privacy, which forms part of these Terms and details our obligations as a data processor under the GDPR.

10. Liability

10.1 Warranties and limitations

(a) We warrant that the Solution will perform substantially in accordance with its Documentation, that the Services will be provided as described in these Terms, and that, to our knowledge, use of the Solution in accordance with these Terms will not infringe third-party Intellectual Property Rights.

(b) We will correct errors in the Solution that arise during the subscription period and are reported to us, except when such errors result from integration with unauthorized third-party systems, arise from misuse, or result from use not compliant with these Terms or Documentation.

(c) Our Services are provided as is. We cannot guarantee error-free or uninterrupted service, constant accessibility, immediate processing of all requests, complete accuracy of automated outputs, or suitability of the Solution's outputs for specific purposes.

(d) You acknowledge that we are not liable for unauthorized access, loss, or alteration of User Data; that automated outputs are provided for informational purposes only and do not constitute professional advice; and that you are responsible for compliance with applicable Laws, including data protection and industry-specific regulations. All warranties not expressly stated in these Terms are excluded to the maximum extent permitted by French law. Nothing in these Terms limits your statutory rights under French consumer law and EU regulations.

10.2 Limitation of liability

(a) Our maximum aggregate liability for any losses under these Terms is limited to the total Fees paid in the 3 months preceding the first event giving rise to liability.

(b) You agree to indemnify aersyn.ai and its officers, employees, and agents against losses arising from breach of these Terms, negligent or wrongful acts, or misuse of the Solution.

(c) We will not be liable for indirect or consequential losses, loss of data, business opportunity, or profits, or damages arising from platform or model limitations, except where such liability cannot be excluded under French law or EU regulations.

11. Cancellation and disputes

11.1 Dispute resolution

(a) Parties must attempt to resolve disputes through good faith negotiation before initiating legal proceedings, except for urgent interim relief. The dispute process is: written notice containing dispute details, a 14-day good faith negotiation period, and mediation through approved French mediation services if needed.

11.2 Termination by aersyn.ai

(a) We may terminate these Terms immediately if you breach any term, become insolvent, or if your use threatens system integrity. For termination without cause, we will give 30 days written notice and a pro-rata refund of unused subscription fees.

11.3 Termination by client

You may terminate these Terms if we materially breach them and fail to remedy within 30 days of notice, if we become insolvent, or if service availability falls below guaranteed levels.

11.4 Post-termination

Upon termination, access to the Solution ceases, you must pay outstanding fees, you may request data export within 30 days, and we will securely delete your data after 90 days.

12. Force majeure

(a) aersyn.ai (Société AE JP Morice 948 312 954) shall not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises from a Force Majeure Event as defined under Article 1218 of the French Civil Code (événement échappant au contrôle du débiteur, imprévisible, irrésistible, et externe).

(b) In the event of Force Majeure, aersyn.ai shall promptly notify the other party via email and registered mail (lettre recommandée avec accusé de réception) of the details of the event and its anticipated impact on our ability to perform.

(c) Force Majeure Events include acts of God, natural disasters, epidemics or pandemics; strikes, terrorism, war, or civil unrest; cyberattacks, data breaches, or regulatory changes affecting service delivery; and government actions disrupting operations. Obligations are suspended for the duration of the event, and no termination right is granted solely due to Force Majeure.

13. Notices

(a) Notices must be in writing (French or English) and sent via email tojp.morice@aersyn.com and by registered mail to: aersyn.ai, Jean-Philippe Morice, 6 bis rue Relin, 34500 Béziers, France.

(b) Notice is deemed received, for email, 24 hours after sending (excluding weekends and French public holidays), and for registered mail, on the date of delivery confirmation. The sender must verify receipt if delivery issues arise.

14. General

14.1 Governing law & jurisdiction

This agreement is governed by French law. Disputes shall be resolved exclusively by the Commercial Court of Paris.

14.2 Waiver

Waivers are valid only if signed in writing.

14.3 Severability

If a clause is invalid, the remainder of the agreement stands.

14.4 Assignment

No assignment without prior written consent, except for corporate restructurings (for example mergers) with advance notice.

14.5 Entire agreement

This agreement supersedes all prior negotiations. Pre-contractual statements create no liability.

14.6 Currency

All amounts are in Euros.

14.7 Language

This English version prevails unless a French version is required by law.

Definitions

Client Data

means any data, document, or other Material supplied by you to us under or in connection with these Terms or a Subscription, including any Intellectual Property Rights attaching to those materials.

Confidential Information

means information of or provided by a party that is by its nature confidential, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.

Documentation

means all manuals, help files, and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.

Fees

means the Subscription Fees, fees for Additional Services, and any other fees the Client must pay in accordance with an Order.

Hosted Services

means the hosting of the Solution described in clause 2.1.

Intellectual Property Rights

means any and all present and future intellectual and industrial property rights throughout the world, whether registered or unregistered, including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, trade secrets, know-how, technical data, confidential information, and the right to have information kept confidential.

Material

means tangible and intangible information, documents, reports, software (including source and object code), inventions, data, and other materials in any media.

Personnel

means, in respect of a party, its officers, employees, contractors (including subcontractors), and agents.

Services

means the Hosted Services, the Support Services, the Additional Services, and any other services we agree in writing to provide.

Software

means the software as described on our Website, licensed to you in accordance with these Terms.

Solution

includes the Software and the Services.

Subscription

has the meaning given in the first paragraph of these Terms and includes the limitations set out on the Website.

Subscription Fees

means the fees set out in clause 3.

Support Services

means the technical support described in clauses 2.1 and 5.4.

User

means end users of the Solution and any other third party granted access to the Software by you.

User Data

means files, data, materials, or any other information uploaded to the Software by you or any other User, including any Intellectual Property Rights attaching to it.

Website

means the website at https://aersyn.ai and any other website operated by us in connection with the Solution.