Skip to content

Terms & Conditions of Use

Last update: September 5, 2025

 

Definitions

  • “Agreement”: This Agreement comprises all understandings reached between Entropia and the Client, including these Terms, the Order Form, the Data Processing Agreement (DPA), and any other document signed between the parties.
  • "Client" : the entity or person explicitly identified as such in the relevant section of the Order Form.
  • "Client Data" : any and all files or information uploaded, transmitted, or otherwise made available by the Client or its representatives (possibly Users with Administrative or Manager Permissions) within the data room environment provided by Entropia.
  • “Confidential Information” shall mean any and all information, irrespective of its form, content, or the presence or absence of a confidentiality label, that is disclosed by or becomes known at the direction of either Party to the other in connection with the provision or use of the Services under this Agreement (including, but not limited to, Content).
  • “Content” : any file or information uploaded, transmitted, or otherwise made available by Users within the data room environment provided by Entropia (including, but not limited to, Client Data).
  • “Data room” refers to the secure, virtual workspace within the Solution, created under a specific Order for the purpose of storing, managing, and controlling access to Content. Each data room is administered by one or more Administrators designated by the Client and is accessible only to Users.
  • “Order” means the Client’s purchase of specific Services from Entropia, as described in an applicable Order Form. A Client may have multiple concurrent Orders under this Agreement, each typically relating to the setup and operation of an individual data room.
  • “Order Form” means the written or electronic document, executed by both Parties, that specifies the details of an Order, including the scope of Services, applicable fees, and any special terms. Each executed Order Form is incorporated into, and forms part of, this Agreement.
  • “Permissions” : The specific set of actions, operations, or functions within the Solution that a particular User is authorised to perform, as determined by the roles, access rights and restrictions assigned to that User by the Client or an authorised Administrator or Manager.
  • “Preparation Period” means a period during which the data room is only available to the Sell-Side extended team (not yet exposed to bidders). This option is available only for Sell-Side M&A projects.
  • “Project” refers to the Client's continuous business operations and initiatives for which the Solution and Services are specifically procured and applied.
  • “Service Plan” : The specific package of Services, features, usage limits, and pricing offered by Entropia under the Agreement, as described in the applicable Order Form or on the Entropia website. Each Service Plan defines the scope of access to the Solution, the duration of the subscription (if applicable), and any applicable restrictions or allowances.
  • “Services” : the software-as-a-service components of the Solution provided by Entropia, together with any related features, functionalities, support, professional services, or other provisions made available under the Agreement, as further described in the applicable Order Form(s).
  • “Solution” : The proprietary software platform operated and maintained by Entropia, primarily designed for the deployment and operation of electronic virtual data rooms. The Solution includes its user interface, databases, integrations, and underlying technology, and serves as the environment through which the Services are provided.
  • “Trust Center” refers to Entropia’s online resource, accessible at https://trust.entropia.io/, which provides Clients and Users with information about Entropia’s organisational and technical security controls, certifications, and compliance practices, as well as the current list of authorised Sub-Processors engaged by Entropia.
  • “User” : Any individual who is granted access to all or part of the Solution. Users may have different Permissions depending on their assigned role:
    • Administrator : A User role with the highest level of Permissions. An Administrator is, by default, a member of the Client’s legal entity and is responsible for the management of the data room. Administrators may provide access to the data room to other Users, manage their Permissions, and appoint additional Administrators, including from other legal entities.
    • Authorised User: A User role granted access to the Solution by an Administrator, without the ability to manage their own or others’ Permissions.

Foreword

  • Parties: The parties to these Terms and Conditions of Use are:
    • Entropia SAS (Simplified Joint Stock Company), located at 29 rue de Lafayette, 78000 Versailles, registered with the Versailles Trade and Companies Register under the Siren number 980705016, represented by Mr. Pierre-Louis Corteel, president of the company, referred to hereinafter as “Entropia”,
    • the Client (as contracting entity),
    • and all Users who access the Solution, once duly registered.
  • Purpose: The subject matter of these Terms and Conditions of Use is the definition of the contractual terms for the provision of Services offered by Entropia SAS.
  • Acceptance of Terms: Users must read and understand these Terms and Conditions of Use before accepting them. Users are required to duly acknowledge and consent to these Terms and Conditions of Use prior to engaging with the Services provided by Entropia SAS. Acceptance of these Terms is required to use the Solution. Agreement to these Terms is signified by checking "I agree to the Terms & Conditions of Use" during registration to the Solution, or by otherwise expressing consent. Disagreement with these Terms prohibits the use of the Solution.
  • Authority to bind: Individuals accepting these Terms and Conditions of Use on behalf of a business entity warrant that they possess the requisite authority to bind such entity to these Terms.
  • Designated contact person: The Client shall designate a contact person responsible for receiving all contract-related communications and authorised to act on behalf of the Client. By default, the individual who concludes the Order Form and whose name and email address are registered with Entropia shall serve as this primary contact person.
  • Client cooperation: The Client shall provide Entropia with all documentation, information, and materials necessary for the proper performance of the Services, fully, accurately, and without undue delay. Entropia’s performance obligations are contingent upon the Client’s timely and complete cooperation. The Client must promptly inform Entropia in writing (via email at support@entropia.io) of any changes to:
    • The Client’s or data room Administrator’s name, legal form, business address, billing address, email address, or bank account;
    • The initiation of insolvency proceedings or any similar legal events;
    • Any corporate succession relevant to the Agreement.
  • Terms of contract preservation: All pertinent Order data, including a reference to the applicability of these Terms and Conditions of Use, shall be transmitted to you via email in our Order Form.

Services

  • Entropia Solution: Entropia SAS offers a Software as a Service (SaaS) application, referred to in this Agreement as the “Solution”. The Solution functions as a virtual data room, specifically designed for the comprehensive management, secure storage, efficient sharing, and insightful analysis of various data and documents.
  • Scope of Services: The scope of the Services is determined by the specific Service Plan selected by the Client. Entropia SAS offers various Service Plans and reserves the right to modify its service offerings at its sole discretion. These Terms and Conditions of Use apply to all existing Service packages. Additional services may be available upon specific order by the Client, provided such orders are placed at least thirty (30) days in advance. Such orders will be subject to a new Order Form and an updated fee.
  • Unpaid Services: Each User is restricted to operating a single unpaid data room or service offering concurrently. Access to unpaid services is contingent upon the User's receipt of a confirmation email from Entropia. Entropia reserves the right to discontinue or modify any unpaid services at its sole discretion, without incurring any liability for refunds or damages. Users of unpaid services acknowledge that they do not possess a legal right to receive such services and agree to utilise them responsibly, avoiding excessive use.

Access and use

  • Licence: Entropia grants Clients a non-exclusive, non-transferable, and revocable right to use the Solution, limited to Clients’ User accounts and specific data rooms, for the duration of the Agreement.
  • Technical requirements: Access to the Solution is exclusively provided to Users via the Internet in a browser-based interface and a mobile application, enabling remote utilisation of the Solution.
    • Access to the Solution requires a web browser and a high-speed internet connection. The Client and each User are solely responsible for ensuring a functional Internet connection and all related network infrastructure. These external access components are not part of the Services provided by Entropia.
    • Entropia may block outdated browser versions that pose security or compatibility risks. Users are responsible for ensuring that the browser used to access the Solution is kept reasonably up to date and supported.
    • The User is responsible for ensuring that all devices used to access the Solution are equipped with up-to-date antivirus software to prevent the introduction of malware or other security threats.
    • The Solution is hosted on servers under the management and control of Entropia. Entropia shall furnish and manage the requisite hosting infrastructure. Entropia reserves the right to modify or replace its infrastructure at its sole cost.
    • While Entropia shall use all reasonable endeavours to ensure that the Solution is open for access by Users at all times, the Parties acknowledge that given the nature of the Internet and the technology involved, Entropia is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public Internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser producers etc.).
  • Purpose of use: The Solution allows registered Users to access their personal User accounts and related information, regardless of data room access. Access to any data room is conditional upon active authorisation, which must not have been revoked or terminated.
  • User identification: Users are required to authenticate their identity each time they access the Solution, using the authentication methods provided by Entropia. Users are responsible for safeguarding access credentials, including passwords. Passwords must be kept strictly confidential and must not be shared or disclosed to unauthorised third parties. Users must take reasonable steps to protect login credentials from being discovered, including changing passwords immediately upon suspicion of compromise and notifying Entropia without undue delay. The Client is liable for any unauthorised access to or use of data stored on the Solution if such access results from the Client’s or a User’s failure to comply with these security obligations.
  • User account access: Users may access and use their individual User accounts only for as long as their general authorisation to use the Solution remains valid and has not been revoked.
  • Data room access: To access a data room, Users must:
    • (i) be registered on the Solution, and
    • (ii) be authorised either under a Client’s contract or directly by a Client or designated data room Administrator.
      • A User’s authorisation to access and use any data room is contingent upon continued authorisation.
        • Authorisation may pertain to full or partial access, as defined by the Administrator.
        • Such rights may be restricted or revoked at any time by the Client and shall automatically terminate upon:
          • (i) closure of the data room,
          • (ii) termination of the Client’s contract with Entropia, or
          • (iii) revocation by the Client or data room Administrator.
  • Client and Administrator responsibilities: Clients are solely responsible for administering their respective data rooms. This includes, but is not limited to, managing the structure of the data room, indexing content, assigning and modifying Users’ access rights, and overseeing Users’ activity.
  • User management: Data room Administrators may grant, modify, or revoke access rights to data room Users at any time through the Solution’s interface. This includes adding or removing Users, and adjusting the scope or level of their Permissions.
  • Client authorisation expiration: For Clients, authorisation to use a data room terminates upon the earlier of (i) the closure of the data room or (ii) the expiration or termination of the Agreement.
  • Access revocation and suspension. Entropia reserves the right to temporarily or permanently revoke authorisation or block access to data rooms or the entire Solution in the event of a violation or suspected violation of these Terms & Conditions of Use, during maintenance periods, due to force majeure events, upon Client payment default, or upon termination of the Agreement.
  • Competitor access restriction: Access to and use of the Solution is strictly prohibited for individuals or entities who are, or are acting on behalf of, a direct competitor of Entropia, for purposes of monitoring availability, performance, functionality, or for any other competitive purpose. This restriction is intended solely to protect Entropia’s legitimate business interests and trade secrets and shall not prevent competitors from accessing the Services for bona fide business purposes unrelated to competitive intelligence.
  • Lawful and intended use: The User represents and warrants that all use of the Solution, including the uploading, storage, and distribution of Content, will comply with applicable local, national, and international laws and regulations. Use of the Solution shall be limited to its intended purpose as described in the Agreement and any official documentation.
  • User commitments : The User warrants that:
    • It has all necessary rights, licenses, and permissions to upload, store, and make accessible all Content it uploads to the Solution;
    • Use of the Solution will not infringe third-party rights, breach confidentiality, or disclose trade secrets to unauthorised parties;
    • Execution and performance of the Agreement does not and will not violate any applicable law, governmental decision, or third-party right.
    • Neither the Client nor its affiliates, shareholders, directors, officers, employees, representatives, or Authorised Users are subject to sanctions, or located in jurisdictions where provision or receipt of the Services is restricted by trade or export laws (including but not limited to Russia, Cuba, Iran, North Korea, Syria, or parts of Ukraine under temporary occupation);
    The Client is responsible for ensuring that all Users comply with applicable laws and these Terms.
  • Prohibited content: Users agree not to use the Solution to:
    • Upload, store, or distribute infringing, unlawful, or inappropriate contents, including those that are threatening, libellous, defamatory, harassing, violent, obscene, hateful, racist, or propaganda from unconstitutional or extremist associations, or content that violate privacy rights;
    • Violate anti-money laundering, counter-terrorist financing, or other compliance obligations.
    • Violate child protection laws, including by storing or making accessible pornographic materials.
  • Prohibited technical conduct: Users agree not to engage in any activity that may compromise the integrity, security, or availability of the Solution. In particular, the following conduct is strictly prohibited :
    • Deploying or executing systems, scripts, programs, or applications that interfere with or impair the operation of the Solution, including but not limited to denial-of-service attacks or automated interactions not authorised by Entropia;
    • Uploading, storing, sending, transferring, or making accessible any content that contains viruses, worms, Trojan horses, corrupted files, malwares, spywares or any other malicious code, file, or program designed to alter, disrupt, damage, or restrict the functionality of the Solution or any User’s data;
    • Downloading, copying, transferring, modifying, publicly presenting, or otherwise using Entropia’s system software or infrastructure components for any purpose not expressly authorised under the Agreement, or accessing such components without proper authorisation;
    • Attempting to gain unauthorised access to Entropia’s systems, networks, or infrastructure, including third-party data rooms or data stored therein, or otherwise seeking to bypass authentication or security mechanisms;
    • Monitoring, intercepting, or attempting to obtain information about the Solution, its use, or its Users without authorisation, including the unauthorised acquisition of passwords, login data, or confidential system behaviour;
    • Circumventing or attempting to circumvent access controls, or granting access to third parties who are not authorised under the Agreement or applicable law.
    Any suspected violation of this section may result in immediate suspension or termination of access, without prejudice to Entropia’s right to seek damages or pursue legal remedies.
  • Fair use and service limitations: The Solution is provided for the Client’s business use. Entropia reserves the right to restrict, suspend, or terminate access to the Services if, in Entropia’s sole discretion, a Client’s usage is deemed excessive, unreasonable, or degrades the performance, availability, or integrity of the Solution for other Users.
  • Indemnification in the event of a breach:
    • Entropia shall not be liable for any loss, cost, or damage arising from the Client’s or any Authorised User’s illegal use of the Platform.
    • To the extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless Entropia, its affiliates, officers, employees, and agents against all costs, losses, damages, liabilities, and reasonable legal expenses arising from any third-party claim alleging that:
      • Content uploaded, stored, or otherwise made accessible by the Client or its Authorised Users infringes any patent, trademark, copyright, or misappropriates a trade secret (except where caused by Entropia);
      • The Client’s or its Authorised Users' use of the Entropia Platform violates applicable law, regulation, or the Terms and Conditions of Use.
    • This indemnification obligation applies regardless of whether the direct harm was caused by the Client or by a third party acting under the Client’s responsibility.
  • Termination in case of breach: In the event of an actual or suspected breach of these Terms, including any activity that results in or may result in legal exposure for Entropia, Entropia reserves the right to, without prior notice:
    • Block or restrict access to specific data rooms, contents, or User accounts; and/or
    • Immediately terminate the Agreement for cause.
    The Client remains liable for all damages, losses, and legal costs incurred by Entropia in connection with such breach or enforcement actions, including costs related to the legal defence of third-party claims.

Confidentiality

  • All information disclosed by the parties is confidential: Each party agrees to maintain in strict confidence all Confidential Information disclosed by the other party or its affiliates, whether expressly designated as confidential or which by its nature or context should reasonably be understood as confidential, including but not limited to Content, business strategies, trade secrets, technical data, software design, and any type of proprietary information.
  • Confidential Information shall only be used to execute the Agreement: Confidential Information shall be used solely for purposes related to the performance of the Agreement and shall not be disclosed to any third party without the prior written consent of the disclosing party. Affiliates and employees of either party, as well as authorised subcontractors and agents, shall not be considered third parties for the purposes of this clause, provided they are bound by confidentiality obligations at least as protective as those set out herein.
  • Exclusions: This obligation of confidentiality shall not apply to information that:
    • (i) is or becomes publicly available through no breach of this Agreement;
    • (ii) is lawfully obtained from a third party not under an obligation of confidentiality;
    • (iii) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information;
    • (iv) is required to be disclosed by law, regulation, or a binding order of a court or governmental authority, provided that the receiving party gives prompt notice (where legally permitted) to allow the disclosing party to seek protective measures; or
    • (v) was already lawfully in the receiving party’s possession prior to disclosure by the disclosing party.
  • Duration: The confidentiality obligations set forth in this clause shall survive the termination or expiration of the Agreement for a period of twelve (12) months.
  • Client reference use: Unless the Client expressly objects in writing (email suffices), Entropia may use the Client’s name, trade name, trademark, and/or logo for marketing, promotional, and public relations purposes, including but not limited to Client lists, case studies, presentations, and website references. Such use shall be limited to the fact of the Client’s use of the Services and shall not disclose confidential information. The Client may withdraw its consent at any time by notifying Entropia in writing, in which case Entropia shall cease such use within a reasonable period.

Content ownership

  • Ownership of Content: All data room Content belongs to its owner and may be protected by copyrights and other rights. Users must not infringe on these rights or business/trade secrets. Entropia is not obligated to review Content for such rights.
  • User rights to Content: These Terms and Conditions of Use do not grant Users any rights to the Content. Rights to uploaded Content are determined between the User and the Client, as are confidentiality duties.
  • Users are responsible for Content: Users bear sole responsibility for the Content they make available on the Entropia Platform. Entropia does not verify Content for accuracy, completeness, or legality, only noting data required for contract performance.
  • Entropia's role: Entropia operates solely as a data room software provider and does not assume the role of a broker or representative in any transactions or interactions between Users or between Users and third parties.
  • Entropia’s right to access and inspect Content:
    • The Client acknowledges and agrees that Entropia may access, inspect, use, store, or disclose Content, in the following circumstances:
      • Where necessary for the provision, proper operation, improvement, maintenance or reparation of the Services;
      • To comply with applicable laws, regulations, court orders, or lawful governmental requests;
      • To investigate or enforce compliance with these Terms and Conditions of Use or applicable sanctions;
      • To detect, prevent, or address security incidents, fraud, or technical malfunctions;
      • To protect the rights, property, or safety of Entropia, its Users, or the public, as permitted or required by law.
    • Such access is exercised in good faith, with due regard for confidentiality and data protection obligations.
  • Entropia's right to review and block Content:
    • Users irrevocably grant Entropia the right to review all Content for compliance with these Terms and Conditions of Use.
    • Entropia is not obligated to conduct such reviews.
    • Should violations to these Terms and Conditions of Use be identified, Entropia reserves the right to block the infringing Content, restrict access to the data room, or disable access to the entire Solution. Furthermore, Entropia may terminate the contract for cause.
  • Content licensing to Entropia for the provision of Services:
    • By default, none of Entropia personnel shall have access to the data room and any Client Data.
    • By uploading or otherwise transmitting Content to the Solution, Users grant Entropia SAS a limited, non-exclusive, non-transferable, and royalty-free license for the duration of the contractual term. This license is strictly limited to the extent necessary for the operation, maintenance, and fulfilment of the Services and includes the right to:
      • Make Content available to the Client and to Authorised Users as designated by the relevant Client or Administrator;
      • Make Content accessible to third parties, where expressly instructed by the Client or Administrator;
      • Reproduce Content for the provision of Services, online transmission, and secure data backup;
      • Archive Content to fulfil contractual purposes;
      • Transfer Content to physical or digital data carriers;
      • Delete Content following the expiration or termination of the contract.
    • Ownership of Content remains with the User or the rightful holder.
  • No Content licensing for algorithm training: Entropia does not use, collect, or otherwise process Content for the purpose of creating datasets or training artificial intelligence or algorithmic models. Accordingly, Entropia does not claim or require any license rights in the Client’s Content for model training or similar purposes. All processing of Content by Entropia is strictly limited to what is necessary for the provision, maintenance, and secure operation of the Services in accordance with this Agreement and the Data Processing Agreement.
  • Sub-processors: Entropia might engage sub-processors for the provision of the Services. Client acknowledges and agrees that such sub-processors may process Content in accordance with the terms of the Agreement. Entropia's agreements with its sub-processors shall impose data protection-related processing terms on such sub-processors that are no less protective than those imposed on Entropia in this Agreement.
  • No intellectual property claim by Entropia: Entropia shall not claim any intellectual property rights in the Client Data or Content. Upon expiration or termination of the Agreement, Entropia shall release all such digital documents, whether stored on physical media or in an online archive, free of any claim or right, ensuring they remain the sole property of the Client.
  • Data Backup: Users must maintain complete, copyable, and machine-readable backups of all Content. Entropia is not responsible for data loss resulting from Users’ failure to maintain appropriate local backups.

Intellectual property rights

  • Ownership of Solution: Entropia SAS retains all right, title, and interest in and to the Solution, including all software, user interfaces, processes, methods, source code, documentation, future enhancements, and all associated intellectual property rights. The Solution is protected by copyright and other intellectual property laws. The Solution may only be used in accordance with its intended purpose and within the scope of the Agreement. No rights or licenses are granted to any User except as expressly set forth in this Agreement. Users may not copy, alter, reverse engineer, decompile, disassemble, reverse engineer, translate, or otherwise interfere with or modify the Solution or any portion thereof, unless expressly permitted by applicable law or Entropia in writing.
  • Trademarks: “Entropia,” its logos, service marks, and associated branding elements are registered or unregistered trademarks of Entropia SAS. Any other trademarks appearing in connection with Entropia services remain the property of their respective owners. The Agreement does not grant the User any rights, title, or license to use Entropia’s or any third party’s trademarks, whether registered or unregistered, unless explicitly authorised in writing.
  • 3rd party or open-source software: The Solution may incorporate third-party or open-source software components, which are subject to their respective licenses.
    • Entropia warrants that it holds the necessary licenses and rights for the commercial use of its Services and that its Services comply with applicable license terms. If the Client’s contractual use of a paid service is alleged to infringe third-party rights, Entropia may, at its option:
      • (a) obtain the necessary rights for continued use; or
      • (b) modify the Service to eliminate the infringement without materially reducing its functionality.
    • Entropia shall indemnify and hold harmless the Client against any third-party claims alleging that the paid Services, when used in accordance with the Agreement, infringe intellectual property rights, provided that:
      • the Client promptly notifies Entropia in writing of such claims,
      • refrains from making any admissions or settlements without Entropia’s prior consent, and
      • cooperates fully with Entropia in the defence and resolution of the claim.
    • Failure to meet these conditions will void all indemnity and warranty claims. This indemnity does not apply where the infringement is caused by the Client’s own actions or misuse.
    • Unpaid Services are provided “as is,” without warranties of any kind. Entropia disclaims all express or implied warranties regarding unpaid services, including warranties of non-infringement. Customers must promptly notify Entropia of any third-party infringement claims relating to Unpaid Services.
  • Other rights: All rights not expressly granted in the Agreement are reserved by Entropia and its licensors, including all intellectual property rights in and to the Solution, its software, trademarks, documentation, and other proprietary materials.

Personal data protection

  • Entropia as Processor :
    • The Client is the Controller, within the meaning of Regulation (EU) 2016/679 (GDPR), for all Personal Data contained in the Content.
    • The Client is solely responsible for ensuring that the collection and processing of personal data contained in the Content complies with applicable data protection laws, including the GDPR.
    • For such personal data, Entropia acts as a Processor on the Client’s behalf pursuant to Article 28 GDPR and will process it solely on the Client’s instructions and in compliance with applicable data protection law.
  • Entropia as Controller :
    • Entropia collects and processes certain User-related data, including but not limited to email addresses, IP addresses, documents accessed, time spent in the data room, and interactions with data room functionalities.
    • This data is used to ensure security, monitor and document user activity, support access control, enforce compliance with data room policies, or generate reports for the Client.
    • Such monitoring and analysis are essential for the secure and proper operation of the Services and cannot be disabled.
    • By accessing or using the Services, Users expressly consent to the collection, storage, processing, and use of their usage data for the purposes set out in these Terms. Entropia may disclose such data to third parties only where required to do so by applicable law or regulatory obligation.
  • Data Processing Agreement:
    • For all personal data processed in connection with the provision of Services, whether Entropia acts as a Controller or as a Processor on behalf of the Client, the Parties agree to the terms of Entropia’s Data Processing Agreement (“DPA”) pursuant to Article 28 GDPR.
    • In the event of any inconsistency between the data protection provisions of the DPA and any other contractual terms, the DPA shall prevail.
    • Here is the current version of Entropia's Data Processing Agreement.

Availability

  • Uptime: Entropia applies industry best practices to maximise the availability and resilience of the Services. Nevertheless, historical uptime percentages do not constitute a guarantee of future service availability. Entropia does not guarantee continuous uptime or any specific minimum service availability level. Access may be temporarily restricted due to technical reasons, including but not limited to necessary maintenance or repairs.
  • Maintenance work: Regular maintenance is performed to ensure the proper operation of the Services. Services may be temporarily discontinued or functionalities suspended as a result of necessary maintenance work. Entropia will make reasonable efforts to minimise the duration of any interruption. Where feasible, Entropia will provide timely prior notice of scheduled maintenance.
  • 24/7 technical chat or email support: Users may report technical malfunctions via a chat and a contact form from within the Solution, or via email at support@entropia.io, on a 24/7 basis. Entropia shall aim to confirm and commence remediation of reported malfunctions within 24 hours of notification. Users furnish reasonable cooperation and relevant information necessary for the effective definition, delineation, and diagnosis of such malfunctions.

Liability and warranties

  • Solution integrity: Entropia represents and warrants that:
    • It applies tools, methods, and processes consistent with current industry standards, and will remedy any material defects in a timely manner;
    • The Solution is reasonably designed to provide secure storage and distribution of Client Data;
    • It holds all necessary and valid licenses for any third-party software used in the provision of the Services.
  • General usability: Entropia warrants that its paid Services are, in general, usable and operational in accordance with their description and the features ordered by the Client. However, given the current state of technology and the nature of software, Entropia does not warrant that software errors or bugs can be entirely excluded under all conditions of use.
    • Except for the express warranties set forth above, and to the maximum extent permitted by applicable law, the Solution and all Services are provided “as is” and “as available,” without any other warranties express, implied, statutory, or otherwise. In particular, Entropia expressly disclaims all implied warranties, including but not limited to: merchantability or satisfactory quality; fitness for a particular purpose; non-infringement of third-party rights; continuous, error-free, or uninterrupted operation; security, retention, or integrity of Content; accuracy or reliability of outputs; any warranties arising from prior dealings, usage of trade, or course of performance.
    • The Client expressly acknowledges that the Services may contain technical inaccuracies, typographical errors, or defects that do not materially impair overall functionality.
  • Integrity of Client Data: Entropia shall take appropriate measures to avoid any unauthorised alteration, corruption, or modification of Client Data during the processing or upload of content to the data room, unless such changes are explicitly coordinated with the Client. If any such unintentional corruption or alteration is discovered, Entropia shall promptly correct or eliminate the issue to restore the data to its original or intended state, to the extent reasonably possible.
  • AI and machine learning models outputs: Entropia may employ automated features and/or machine learning models and similar AI-based technologies as part of its Services. These models are used to support certain functionalities, such as but not limited to document classification, translation, summarisation, or content analysis.
    • Entropia is constantly working to make these functionalities more accurate, reliable, safe, and beneficial. However, given the probabilistic nature of machine learning, these functionalities may in some situations result in incorrect outputs that does not accurately reflect real people, places, or facts.
    • These functionalities operate without human review and are provided strictly as automatic assistance tools. Entropia makes no warranties, express or implied, regarding the accuracy, completeness, adequacy, timeliness, usefulness, reliability, or legal validity of any outputs generated through these features.
    • Users acknowledges that such outputs may contain errors or omissions and accepts that any reliance on them is at the User’s sole risk. Entropia shall not be liable for any damages, losses, or expenses arising from the use of, or reliance upon, these automated functions.
    • The User remains fully responsible for verifying the correctness, appropriateness, and legal relevance of any such outputs before using them for decision-making or operational purposes.
  • Liability for intentional breach and essential obligations:
    • Nothing in these Terms shall exclude or limit Entropia’s liability for:
      • Fraud or fraudulent concealment of defects;
      • Breach of express warranties provided by Entropia;
      • Death or personal injury caused by Entropia’s intentional misconduct or negligence, or that of its legal representatives, employees, or agents.
    • Except where unlimited liability applies, Entropia’s liability is limited as follows:
      • Where Entropia breaches an essential contractual obligation (meaning an obligation whose performance is fundamental to the execution of the Agreement and on which the Customer may reasonably rely), Entropia may be held liable for ordinary negligence, but only for damages that are reasonably foreseeable and typical in the context of this Agreement;
      • In all other cases, Entropia is liable only for intentional misconduct or gross negligence.
  • Liability for indirect damage: To the fullest extent permitted by applicable law, Entropia shall not be liable, whether to the Client or any third party, for any indirect, consequential, incidental, special, exemplary, or punitive damages. For the purposes of this Agreement, such damages expressly include, without limitation: loss of profit, loss of revenue, loss of anticipated savings, loss of contracts or opportunities, loss of customers, damage to reputation, or loss of business. Entropia shall also not be liable for the loss, alteration, or corruption of data except where such loss is caused by Entropia’s proven negligence or wilful misconduct. These limitations apply regardless of the legal basis of the claim, whether in contract, tort (including negligence), statutory liability, or otherwise.
  • Lost data liability:
    • The Client is responsible for maintaining complete backups of all documents and data provided to Entropia.
    • Entropia shall use commercially reasonable efforts to protect the integrity and security of Client Data during storage and processing on its systems.
    • Entropia may use third-party infrastructure or hosting providers to deliver the technical services necessary to operate the Services. These providers are selected based on their ability to offer reliable, secure environments for the storage and processing of Client Data. Entropia remains responsible for the availability and integrity of the Services provided through such third-party infrastructure and shall ensure that appropriate technical and operational safeguards are in place to minimise the risk of data loss or corruption.
    • In the event of data loss or corruption, Entropia’s liability is limited to the typical and reasonable costs of restoring the data, provided that adequate backups existed at the time of the incident. Entropia shall not be liable for any loss or alteration of digital content unless such loss is caused by its negligence or wilful misconduct.
  • Liability cap: Except where Entropia is subject to unlimited liability, Entropia’s total aggregate liability under this Agreement, regardless of the legal basis, shall be limited to the amount equivalent to twelve (12) months of Service fees agreed under the Agreement, calculated on the basis of the Customer’s standard or average monthly invoicing amount.
  • Warranty claims and remedies: The Client must report any defects in the Services without undue delay after discovery, by email to support@entropia.io. Failure to report a defect promptly may result in the loss of warranty rights.
    • If a defect exists, Entropia shall have the right to remedy it within a reasonable period, either by correcting the defect or providing an updated version of the affected functionality. If the defect is not resolved after repeated reasonable attempts, the Client may, at its discretion, reduce the applicable fees proportionally or terminate the Agreement for cause.
    • Warranty claims are excluded if the defect results from unauthorised modifications to the Solution or Services made by the Client or third parties acting on the Client’s behalf.
    • No warranty claims shall exist beyond those expressly set out in these Terms, except where mandatory statutory provisions require otherwise.
  • No warranty for Content accuracy:
    • Entropia makes no representations or warranties as to the accuracy, completeness, currency, legality, or fitness for any particular purpose of the Content.
    • Entropia shall not be liable for any loss, error, or damage arising from reliance on such Content or from any infringement of third-party rights.
    • The Client shall indemnify and hold harmless Entropia from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:
      • unlawful, inaccurate, outdated, or incomplete Content;
      • infringement of copyright, trademark, data protection, trade secrets, or other intellectual property or proprietary rights; or
      • any other unlawful acts or omissions related to the Content or its use by Users.
  • No warranty for misuse: Entropia shall not be liable for any damages, losses, or expenses arising from the acts or omissions of Users, including but not limited to:
    • Misuse of the Services;
    • Failure to follow Entropia’s instructions, documentation, or usage guidelines;
    • Breach of contractual obligations by the Client or any User.
    The Client remains solely responsible for any consequences resulting from unauthorised, improper, or non-compliant use of the Services.
  • No warranty for unpaid Services: Any services provided by Entropia free of charge, including trial or demo access, are offered strictly “as is” and without any warranties or liability of any kind.
  • No liability for Client’s failure to terminate Services: Entropia shall not be liable for any costs, charges and claims incurred due to the Client’s failure to properly terminate the Agreement or close its data room(s) in accordance with these Terms upon completion of its Project. Service charges specified in the applicable Order Form will continue to apply for as long as the Client’s data room(s) remain active, regardless of whether the Client’s internal project has concluded. The Client remains fully responsible for all such charges until the data room(s) are formally deactivated. 
  • Limitation period for claims: Unless a longer period is required by applicable law, all claims by the Client for compensatory or reliance damages arising out of or in connection with this Agreement shall be time-barred twelve (12) months after the date on which the statutory limitation period begins. This limitation does not apply to claims arising from:
    • Fraud or fraudulent concealment;
    • Intentional misconduct or gross negligence by Entropia or its representatives;
    • Death or personal injury;
    • Any other cases where a longer limitation period is mandated by law.
    No action, regardless of its legal form, may be brought by the Client more than twelve (12) months after the cause of action first arose, except where applicable law requires a longer period.
  • Force majeure:
    • Neither party shall be liable for any failure or delay in performing its contractual obligations caused by events beyond its reasonable control, including but not limited to fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government actions, labor disputes, or interruptions to utilities or communications networks (“Force Majeure Event”).
    • The affected party must promptly notify the other party in writing of the occurrence and expected duration of the Force Majeure Event. Performance obligations shall be suspended for the duration of the event.
    • If the Force Majeure Event continues for more than thirty (30) days, the parties shall attempt in good faith to agree on a modification of the Agreement. If no agreement is reached within an additional thirty (30) days, either party may terminate the Agreement with immediate effect by written notice.
  • Application to Entropia personnel: All exclusions and limitations of liability set out in these Terms apply equally to Entropia’s officers, directors, legal representatives, employees, agents, and contractors, to the same extent as they apply to Entropia itself.
  • Mandatory legal Liability: Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law. This includes:
    • any applicable mandatory product liability or consumer protection laws in the United States,
    • liability under the EU Product Liability Directive 85/374/EEC and its local transpositions such as the articles 1245 to 1245-17 of the French Civil Code, the German Product Liability Act (§14 ProdHaftG), or the UK’s Consumer Protection Act 1987.

Payment

  • Payment terms:
    • All paid Services are charged at the prices displayed in the Order Form, exclusive of VAT.
    • Invoices shall be issued in the chosen available currency.
    • Invoices will be sent via email and made available in the customer's account.
    • Any objections to an invoice must be submitted within fourteen (14) days of receipt.
  • Price adjustments initiated by Entropia:
    • Entropia reserves the right to automatically and unilaterally increase the Service fees on each anniversary of the Order Form, in proportion to the change in the official Consumer Price Index (Indice des prix à la consommation – INSEE) published by INSEE, or any successor index replacing it.
    • Entropia reserves the right to adjust the prices of its offerings to reflect changes in the total costs associated with the provision of the Services.
      • Such cost elements may include, but are not limited to,
        • production and licensing costs,
        • technical deployment and distribution costs,
        • customer service,
        • sales costs (e.g., invoicing, payment processing, marketing),
        • general administrative and overhead costs (e.g., rent, financing, personnel, IT systems, energy), and
        • government-imposed fees, contributions, taxes, and levies.
      • Any price changes will take effect no earlier than thirty (30) days after notification to the Client.
      • The Client retains the right to cancel their membership at any time during this notice period to avoid future charges.
  • Contract modification (Upgrades / Downgrades) initiated by the Client.
    • Clients may upgrade or downgrade their Service Plans.
    • All upgrades and downgrades shall require a binding online process, confirmed by email.
    • Upgrades shall take effect immediately.
    • Downgrades apply from the following billing month.
  • No proration of fees. All subscription fees, including User-based fees, are billed on a fixed monthly basis and are due in full for each contract month. Fees are non-refundable and will not be prorated or reduced for periods of non-use, partial use, inactivity, or where the subscription begins or ends mid-month. Unless expressly stated otherwise in the applicable Order Form, these billing terms apply to all Services.
  • Use of the Preparation Period :
    • This clause applies exclusively to Sell-Side M&A projects under the single-project invoicing model.
    • During the Preparation Period, Client Data may only be made accessible to the Client’s internal team and its direct agents, consultants, or advisors strictly involved in the Sell-Side M&A project. Client Data shall not be disclosed to third parties such as bidders, investors, merger partners, or their representatives until the project formally transitions beyond the Preparation Period.
    • If the Client (i) makes Client Data accessible to such third parties during the Preparation Period, or (ii) uses the Preparation Period for a project that is not a Sell-Side M&A project, Entropia reserves the right to immediately invoice the Client in accordance with the applicable Order Form. Such invoicing shall apply retroactively from the date on which (a) third-party access first occurred, or (b) the project type was identified as not being a Sell-Side M&A project, whether through the Client’s disclosure to Entropia or through Entropia’s reasonable determination.
  • Updates and add-ons to the Services initiated by Entropia:
    • Entropia reserves the right to modify or adapt the Services, including the Solution, to incorporate new technical developments.
    • Clients shall be notified of any such changes in advance.
    • Should any modification result in a material limitation of a paid service, Entropia will notify the Client, and the Client shall have the right to terminate the contract with two weeks' notice following such notification.
  • Payment methods: The Client may effect payment via bank wire, credit card, or any other method expressly agreed upon in writing within the Order Form.
  • Third-party payment processors: Should payment be processed through a third-party application (e.g., PayPal), the Client acknowledges and agrees that the terms and policies of such third party shall govern the payment transaction.
  • Payment Defaults:
    • Should payment not be received by the due date, the Client shall be deemed in default without further notice.
    • Entropia reserves the right to charge interest on overdue payments, in accordance with applicable laws, and to seek recovery of additional proven damages.
    • In the event of a payment default, Entropia may, without prior notice, suspend Services and block access to the Solution until full payment of all outstanding amounts is received.
      • The Client remains liable for all agreed fees during any period of access suspension.
      • Access will be reinstated upon settlement of all outstanding balances, unless the contract has been terminated.
    • The Client is solely responsible for ensuring timely payment of all outstanding balances and for keeping payment information up-to-date.
  • Offsetting claims: The Client may only offset counterclaims against Entropia's claims if such counterclaims have been established by a final and conclusive court judgment, are undisputed, or have been expressly acknowledged and accepted by Entropia.

Services termination

  • Automatic termination of unpaid Services: For unpaid Services, the Order term shall be the duration specified in the applicable Order Form, beginning on the activation date. Unless the Client upgrades to a paid Service Plan before the end of that term, the Order shall terminate automatically, and the corresponding data room shall be closed in accordance with the “Data room closure and Client Data deletion” clause.
  • Services duration and termination of monthly-paid Service Plans:
    • The initial term for a monthly-paid Service Plan is one (1) contract month, beginning on the date the Solution is made available, unless otherwise stated in the Order Form.
    • If the Order is not terminated before the end of the current term, it shall automatically renew for successive periods of one (1) contract month. Upon such renewal, the new one-month period shall become the current term for the purposes of this clause.
    • Either party may terminate the Order effective at the end of the current term by providing at least seven (7) days’ prior written notice (email suffices) before the end of that term.
  • Services termination for non-subscription (one-off) Service Plan: Unless renewed, extended, or converted to a subscription, non-subscription Service Plans shall terminate automatically on the date stated in the applicable Order Form, or on the date the data room is closed by one of the Administrator, whichever comes first.
  • Termination for payment default: If the Client fails to pay any invoice when due and does not cure the default within seven (7) days after written notice from Entropia, the Order shall terminate automatically at the end of the current contract month.
  • Termination for cause: Either party may terminate the contract for cause at any time without notice if the other party commits a material breach of the Agreement or becomes subject to insolvency or liquidation proceedings. Termination for cause must be communicated by email. Entropia’s designated contact for extraordinary termination is: support@entropia.io.

Data room Closure, Hibernation, Archive, and Content deletion

Closure

  • Closure by Client: The Client, acting through its designated Administrators, may close a data room at any time via the Solution’s administrative interface. Closure takes effect immediately upon confirmation and permanently revokes access for all Users. Once closed, the data room cannot be reopened.
  • Closure upon Order termination: Upon termination of the Order, the corresponding data room will be closed on the effective termination date. As of that date, Entropia’s obligation to provide Services for the data room ceases and all User access is blocked.
  • Client responsibility for backup: Prior to closure or termination, the Client is solely responsible for exporting or otherwise securing any Content it wishes to retain. Entropia does not guarantee access to Content after closure.
  • Final index export: Upon closure, Entropia provides the option to export the final index (list of file names and index points) in a structured format suitable for integration into legal documentation.

Archive

  • Hibernation: Upon the Client’s request, Entropia may place the data room, with all its parameters and associated Content, into hibernation mode. In this state, the data room is frozen and inaccessible to Users but can later be restored as a new data room (for example, if a deal has stalled and may need to be reopened to new bidders). Hibernation is subject to a monthly fee as specified in the applicable Order Form. Restoration of a hibernated data room constitutes a new Order and requires execution of a new Order Form.
  • Archive: At the Client’s request, Entropia will provide an export of the data room, including all Content, index, and the audit logs of User access and actions. The export is delivered in a digital format (e.g. zip file) via secure transfer methods such as email or FTP. Delivery on physical media (e.g. USB key) may be subject to additional fees, as specified in the Order Form.

Content deletion

  • Content deletion after closure: Thirty (30) days after closure, the data room and all Content will be irreversibly deleted from Entropia’s servers without further notice, including backup copies detained by Entropia, unless a different retention period is required by applicable law or expressly agreed in writing with the Client. The Client acknowledges that it has no claim against Entropia for lawful deletion of the data room, its Content, or any associated backup copies. Entropia may retain non-Content records (e.g. evidence of processing activity) for the duration required under applicable law, corporate bylaws, or contractual obligations.

Modification of Terms

  • Entropia may amend these Terms & Conditions of Use, including incorporated policies, at any time for valid reasons, such as changes in applicable law, technical developments, or updates to the Services.
  • Clients will be notified in writing (email suffices) within any legally required notice period, or otherwise as soon as reasonably practicable before the changes take effect. The notice will state the effective date and, where applicable, the Client’s rights in relation to the changes.
  • Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If the Client does not agree to the changes, they may terminate the Agreement for good cause, in writing, with effect from the date the changes take effect.

Applicable laws, jurisdiction, severability

  • Entire Agreement:
    • These Terms of Use, together with the Order Form and any documents expressly incorporated by reference, constitute the entire agreement between Entropia and the Client in relation to the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, or communications, whether oral or written.
    • No terms, conditions, or warranties other than those expressly set out in this Agreement shall be binding on Entropia unless made in writing and signed by a duly authorised representative of Entropia.
    • The Client acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, or warranty (whether made negligently or innocently) that is not expressly set out in this Agreement, except in the case of fraud or fraudulent misrepresentation.
  • Exclusive Applicability. These Terms and Conditions of Use shall apply exclusively. Any conflicting or divergent terms from the Customer are hereby rejected unless Entropia provides express written consent. The application of these Terms and Conditions shall remain effective even if Entropia proceeds to render Services with knowledge of the Customer's inconsistent terms.
  • Language and prevailing version: These Terms are drafted in English as they are intended for international use. They may be translated into other languages for convenience only. In the event of any discrepancy or inconsistency between the English version and any translated version, the English version shall prevail and be binding on the Parties.
  • Governing Law and Jurisdiction: These Terms of Use, and all agreements between Entropia and the Client, are governed by the laws of France. The courts of Versailles, France, shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement. Notwithstanding the foregoing, Entropia reserves the right to bring proceedings against the Client in the courts of the Client’s domicile or in any other court of competent jurisdiction.
  • International Use: The Client acknowledges that the Solution is accessible globally and may be subject to other legal provisions due to cross-border data flows or international law conflicts. However, the governing law of this Agreement remains French law.
  • Severability: If any provision of this Agreement is or becomes invalid or unenforceable, or if a necessary provision is inadvertently omitted, the validity of the remaining provisions shall remain unaffected. The invalid or missing provision shall be replaced by a valid one that best reflects the original purpose and intent.
  • Acknowledgment of Terms: The Customer confirms that it has been provided a reasonable opportunity to review these Terms of Use and the associated contractual documents. Entropia shall render its services exclusively on the basis of the Customer’s acceptance of these Terms