Terms of Service

Introduction

These Terms of Service are entered into between Entropia SAS, a French simplified joint stock company (société par actions simplifiée), registered with the Versailles Trade and Companies Register under number 980 705 016, with its registered office at 29 rue de Lafayette, 78000 Versailles, France, represented by Mr. Pierre-Louis Corteel, President (“Entropia”), and the entity identified in the applicable Order (the “Client”).

These Terms of Service govern the provision, access to, and use of the Services provided by Entropia to the Client and any User.

By entering into these Terms of Service, the Client acknowledges and agrees that its employees, agents, and any User may access and use the Services under the Client’s responsibility.

The Client warrants that all Users will comply with the Acceptable Use Policy.

Definitions

“Agreement”: these Terms of Service, together with any Order(s), the Acceptable Use Policy, the Data Processing Agreement, and any other documents expressly incorporated by reference.
"Client": the entity or person explicitly identified as such in the relevant section of the Order.
"Client Data": any and all files or information uploaded, transmitted, or otherwise made available by the Client within the Data Room provided by Entropia.
“Confidential Information”: any and all information, irrespective of its form 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”: 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.
“Entropia”: Entropia SAS, as identified in the introductory paragraph.
“Preparation Period”: 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”: the Client's continuous business operations and initiatives for which the Solution and Services are specifically procured and applied.
“Quote”: A non-binding commercial offer issued by Entropia that describes the proposed Services, scope, pricing, payment terms, term and any special terms. A Quote is an offer only; it does not create contractual obligations until signed by the Client. Upon the Client’s signature (including electronic signature), the Quote automatically converts into an Order as defined below. Any effective date stated in the Quote will govern commencement of the resulting Order.
“Order”: The binding agreement formed when a Quote is signed by the Client (and, where applicable, counter-signed or electronically accepted by Entropia). Each Order incorporates the then-current Terms, the signed Quote (as converted), and any documents expressly incorporated by reference therein. A Client may have multiple concurrent Orders under this Agreement.
“Sell-Side”: the Client, together with its advisors, offering a company, business, or assets for sale and responsible for organising and managing the Virtual Data Room during a mergers and acquisitions (“M&A”) process.
“Service Plan”: the specific package of Services, features, usage limits, and pricing offered by Entropia under the Agreement, as described in the applicable Order. 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.
“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.
“Terms”: means the Terms of Service
“Trust Center”: 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 authorised by the Client (acting through its Administrators) to access 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 for Client’s Projects, including external advisors or representatives of other legal entities, provided such appointment is expressly permitted by the Client.
- Participant: a user who is granted access to the Solution by the Data Room Administrator(s). Participants may perform actions strictly within the scope of the permissions and access levels assigned by the Data Room Administrator(s), but cannot manage their own or others’ permissions or access rights.

Acceptance and Client Cooperation

Acceptance of Terms: By signing a Quote (which converts into an Order) and clicking ‘I agree to the Terms of Service’ during registration to the Solution, the Client accepts these Terms, effective on that date.
Authority to bind: The individual accepting on behalf of the Client represents and warrants they have authority to bind the Client. Entropia may suspend access if authority cannot be verified.
Designated contact person: Client will designate a primary contact person for all contract and billing communications, authorised to act on behalf of the Client. Unless updated in writing, the signer of the Order is the Client primary contact person. Notices may be sent to that person’s email.
Client cooperation: The Client shall provide Entropia with all information 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: order details and a reference to these Terms will be provided with the Order and made available in the administrative interface. The current Terms are posted at https://entropia.io/terms. Entropia will archive prior versions and indicate the ‘Last Updated’ date.

Services

The Services provided are determined by the Service Plan selected in the applicable Order. Entropia may modify its service offerings from time to time, provided that material reductions to core functionality will not apply during the then-current subscription term. Additional services may be ordered by executing a new Order at least thirty (30) days in advance.
Free Services: Entropia may offer limited Free Services. Free Services are provided without warranty, indemnity, or SLA, and may be modified or discontinued at any time without liability. Clients recognise that they have no entitlement to Free Services. Each Client is restricted to operating a single free Data Room concurrently.

Access and Use

Licence: Entropia grants Clients a non-exclusive, personal, 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: The Solution is hosted on servers under the management and control of Entropia. Entropia will furnish and manage the requisite hosting infrastructure and reserves the right to modify or replace such infrastructure at its sole cost.

Entropia will use commercially reasonable efforts to ensure the Solution is available for access at all times; however, Entropia is not responsible for delays, disruptions, or faults caused by factors beyond its reasonable control, including issues with the public Internet, Client’s systems, or third-party providers (e.g. ISPs, mail providers, browser vendors).
Purpose of Use: The Solution enables Users to access their personal User accounts and related information. Access to any Data Room requires an active authorisation, which may be revoked or terminated at any time by the Client, or an Administrator designated by the Client.
User identification: The Client is liable for any unauthorised access to or use of the Solution resulting from failure by the Client or its Users to safeguard credentials in accordance with the AUP.
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 relate 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 Agreement with Entropia, or
      - (iii) revocation by the Client or an Administrator.
The Client is responsible to ensure that the User accounts of people who are no longer its employees and who should no longer have a valid access to a given Data Room are rapidly deactivated.
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 and permissions of Data Room Users at any time through the Solution’s interface.
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 Order.
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 the Agreement, including Client payment default, in accordance in particular with the legal provisions relating to the exception of non-performance, during maintenance periods scheduled by Entropia, due to force majeure events.
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.
Fair Use and Service limitations: The Services are provided for the Client’s normal business use. Entropia may suspend or limit access where Client’s usage materially degrades performance or availability of the Solution for others. Specific fair-use obligations are detailed in the AUP and/or the applicable Order.
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 User’s illegal use of the Solution.
- 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 Users infringes any patent, trademark, copyright, or misappropriates a trade secret (except where caused by Entropia);
  - The Client’s or Users' use of the Solution violates applicable law, regulation, or the Terms.
  This indemnification obligation applies regardless of whether the direct harm was caused by the Client, Users, 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, Content, 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 (notice by email is sufficient), 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 in the future within a reasonable period.

Content ownership

Ownership of Content:
- All Content remains the property of its respective rightful owner. Entropia does not acquire any ownership rights in the Content.
- This Agreement does not grant Users any ownership rights in the Content.
- As between Client and its Users, all rights of access to, and confidentiality obligations regarding, the Content are determined exclusively by the Client.
Entropia’s role: Entropia provides the Solution as a SaaS platform only and does not act as a broker, representative, or intermediary in transactions or interactions between Clients, Users, or third parties.
Entropia’s right to access and inspect Content: The Client acknowledges and agrees that Entropia may access, use, store, or disclose Content only:
- to provide, maintain, repair, or improve the Services;
- to comply with applicable law or lawful requests;
- to investigate or enforce compliance with this Agreement (including the AUP);
- to detect, prevent, or address security, fraud, or technical issues; or
- to protect the rights, property, or safety of Entropia, its Clients, or the public.
Such access will be limited and exercised in good faith, consistent with confidentiality and data protection obligations.
Entropia's right to review and block Content: Entropia may review Content for compliance with this Agreement, though it has no obligation to do so. If Content violates the Agreement or applicable law, Entropia may block or remove the Content, restrict access to the Solution, or terminate the Agreement for cause.
Content licensing to Entropia for the provision of Services: By uploading or otherwise transmitting Content to the Solution, Users grant Entropia a limited, non-exclusive, personal, non-transferable, and royalty-free license for the term, solely to the extent necessary to operate and provide the Services. This licence includes the rights to:
- make Content available to Users;
- share Content with third parties only upon Client or Administrator instruction;
- reproduce Content for provision of the Services, transmission, and backup;
- archive Content for contractual purposes;
- transfer Content to storage media; and
- delete Content upon expiry or termination of the Agreement.
Entropia personnel will not access Client Content except as strictly necessary for the above purposes. Ownership remains with the Client or rightful owner.
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, the Data Processing Agreement, and applicable law.
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 does not claim any intellectual property rights in Content. Upon expiry or termination of the Agreement, Entropia will make Client Content available for export and will thereafter delete or securely destroy it, retaining no rights or claims over it.
Data Backup: The Solution enables the Users to store Content. UNDER NO CIRCUMSTANCES SHOULD IT BE CONSIDERED AS AN EXCLUSIVE MEANS OF DATA STORAGE. The Client and Users must maintain complete, copyable, and machine-readable backups of all Content integrated in the Solution. The Services include standard backup procedures. Entropia is not responsible for data loss resulting from the Client’s or Users’ failure to maintain appropriate backups.

Intellectual Property

Ownership of Solution:
- Entropia 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. The Client has no right to sub-license its contractual access rights to the Solution, unless expressly authorised in writing by Entropia (for example, to allow use by the Client’s parent or subsidiary companies).
Trademarks: “Entropia,” its logos, and associated marks are trademarks of Entropia. Other marks appearing in the Services are the property of their respective owners. This Agreement does not grant the Client or Users any rights or licences to use Entropia’s or any third party’s trademarks, unless expressly authorised in writing.
Third 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, Entropia taking the lead of the defence.
  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.
- Free Services are provided “as is,” without warranties of any kind. Entropia disclaims all express or implied warranties regarding free Services, including warranties of non-infringement. Clients must promptly notify Entropia of any third-party infringement claims relating to free 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 for all personal data contained in the Content, within the meaning of Regulation (EU) 2016/679 (GDPR). 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.
- 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 the Data Processing Agreement (”DPA”) and applicable law.
- In case of conflict between the DPA and any other contractual terms, the DPA prevails.
- The current version of the DPA is available at https://entropia.io/dpa.
Entropia as controller:
- Entropia acts as controller for personal data it collects and processes about Users (e.g. registration data, usage logs, metadata such as IP addresses, documents accessed, activity reports).
- This processing is carried out to ensure the security, monitoring, auditing, and proper operation of the Services.
- Such processing is necessary for the provision of the Services and cannot be disabled.
- Entropia may disclose such data only where required by law or regulatory obligation.
- Details of how Entropia collects, uses, stores, and protects such personal data are described in its Privacy Policy.
- The current version of the Privacy Policy is available a https://entropia.io/privacy.

Availability

Uptime: Entropia applies industry best practices to maximise the availability and resilience of the Solution. 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 Solution. 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 take the necessary measures with a view to remedying 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 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 fraud or death:
- Nothing in these Terms shall exclude or limit Entropia’s liability for:
  - Fraud or fraudulent concealment of defects;
  - Intentional misconduct or gross negligence 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 may be held liable only for damages that are reasonably foreseeable in the context of this Agreement.
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 CLIENT’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 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 the Terms upon completion of its Project.
- Service charges specified in the applicable Order 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;
- Death or personal injury;
- Any other cases where a longer limitation period is mandated by law.
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 ninety (90) days, the Parties shall attempt in good faith to agree on a modification of the Agreement, while retaining provisions that protect the initial balance of the relations between the Parties. If no agreement is reached within an additional ninety (90) 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 including any applicable mandatory product liability or consumer protection laws.

Payment

Payment terms:
- All paid Services are charged at the prices displayed in the Order, exclusive of VAT.
- Invoices shall be issued in the chosen available currency.
- Invoices will be sent via email and made available in the administrative interface.
- 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 annual anniversary of the Order, in proportion to the change in the Syntec Index (Indice Syntec) published by the Fédération Syntec, 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
    - legal and government-imposed fees, contributions, taxes, and levies or additional legal or regulatory costs or constraints related to a change in the applicable provisions regulating the Services.
  - 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, resulting in an updated Quote/Order, and 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, these billing terms apply to all Services.
Use of the Preparation Period :
- This clause applies exclusively to Sell-Side M&A projects under a non-subscription 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. 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 features.
- 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 Agreement with two weeks' notice following such notification.
Payment methods: The Client may pay via bank wire, credit card, or any other method expressly agreed upon in writing within the Order.
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, at a rate equal to three times the statutory interest rate, 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, rely on the exception of non-performance to 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 Agreement has been terminated fifteen (15) days after a formal notice remained without effect.
  - In the event of late payment, all outstanding invoices shall become immediately due and the Client shall be liable, in addition to interests on overdue payments, to a legal fixed compensation per invoice for recovery costs or, if the recovery costs are higher, additional compensation equivalent to all these effective costs.
  - The Client waives the right to make any unilateral compensation or deduction on the grounds of sums claimed to be owed by Entropia.
- 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 free Services: For free Services, the Order term shall be the duration specified in the applicable Order, 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 Content deletion” clause.
Termination of non-subscription (one-off) Service Plans: Unless renewed, extended, or converted into a subscription, a non-subscription Service Plan shall automatically terminate on the earlier of (i) the date stated in the applicable Order, or (ii) the date the Data Room is closed by one of the Administrators.
Duration and termination of subscription-based Service Plans:
- Monthly subscription plans: The initial term is one (1) month, beginning on the date the Solution is first made available, unless otherwise specified in the Order. Unless terminated in accordance with this clause, the subscription shall automatically renew for successive one (1) month periods. Either Party may terminate effective at the end of the then-current monthly term by giving at least seven (7) days’ prior written notice (notice by email is sufficient) before that term expires.
- Annual subscription plans: The initial term is twelve (12) months, beginning on the date the Solution is first made available, unless otherwise specified in the Order. During the initial twelve (12) month term, the Client is committed for the full year and may not terminate early for convenience. Unless terminated in accordance with this clause, the subscription shall automatically renew for successive twelve (12) month periods. Either Party may terminate effective at the end of the then-current annual term by giving at least thirty (30) days’ prior written notice (email sufficing) before that term expires.
Termination for payment default: If the Client fails to pay any invoice when due and does not cure the default within fifteen (15) 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 Agreement for cause at any time without notice if the other Party commits a material breach of the Agreement or, subject to applicable law, 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.
Accrued rights & survival: Termination does not affect accrued rights and obligations. Sections on fees, confidentiality, IP, indemnities, limitations of liability, governing law, dispute resolution, data protection, and this survival clause survive termination.

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.

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 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 of Service, 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 (notice by email is sufficient) 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 of Service. 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, together with the Acceptable Use Policy, the Order, 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 shall apply exclusively. Any conflicting or divergent terms from the Client are hereby rejected unless Entropia provides express written consent. The application of the Terms shall remain effective even if Entropia proceeds to render Services with knowledge of the Client'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: The Terms of Service, and all agreements between Entropia and the Client, are governed by the law of France. THE COURTS OF VERSAILLES, FRANCE, SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
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.