GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (“GTC”) govern all assignments, agreements, and orders for services provided by Coachello SAS (“Coachello”) to its clients. By placing an order or signing an agreement with Coachello, the Client accepts these GTC in full. Any general or special conditions of the

Client are expressly excluded and shall not apply.

These GTC are available at: https://coachello.ai/terms-of-service/. In the event of any conflict between these GTC and a specific signed agreement between Coachello and the Client, the terms of the signed agreement shall prevail.

1. About Coachello

1.1 Coachello SAS is a French technology company registered with the Paris Chamber of Commerce under SIREN 899 565 709, with its registered office at 103 Rue du Temple, 75003 Paris. Coachello develops and delivers personalised coaching solutions to organisations, combining human professional coaches, AI-powered coaching tools, and data analytics.
1.2 All coaching services are performed by persons associated with Coachello. “Persons associated with Coachello” means every natural or legal person directly or indirectly working for or with Coachello, including but not limited to current or former employees, contractors, advisers, managing directors, shareholders, partners, and coaches in Coachello’s global coaching community.
1.3 Coachello selects and continuously monitors the coaches in its global coaching community. All coaches hold recognised professional certifications (such as ICF PCC/MCC or EMCC accreditation). Coachello applies the same rigorous contractual, data protection, and professional standards to all coaches in its network worldwide.

2. Scope and Services

2.1 These GTC apply to all assignments, agreements, and orders between the Client and Coachello, including but not limited to: access to Coachello’s coaching platform (MS Teams application and web), individual human coaching sessions, AI coaching and hybrid coaching, support and consultancy services, and training.
2.2 Coachello shall deliver its services with the highest level of quality and professionalism. Coachello’s obligation is an obligation of means (“obligation de moyens”): Coachello commits to deploying all reasonable professional efforts to achieve the service objectives, but does not guarantee any specific outcome or result for participants.
2.3 Coachello may engage third parties, including coaches or coaching firms worldwide, to carry out assignments and may use digital tools and communication platforms, whether operated by third parties or by Coachello. Coachello shall exercise appropriate due care in the selection of such third parties and tools.
2.4 If the Client has a complaint or concern about any service provided by Coachello or a coach in Coachello’s network, the Client should contact Coachello at: legal@coachello.io. Coachello will acknowledge the complaint within five (5) business days and work to resolve it in good faith.

3. Pricing, Invoicing, and Payment

3.1 All amounts invoiced or quoted by Coachello are exclusive of VAT and any other applicable tax, surcharge, or levy, unless explicitly stated otherwise. VAT and applicable taxes will be added to invoices as required by law.
3.2 Unless a specific agreement provides otherwise, invoices are payable within thirty (30) days from the invoice date. If Coachello issues invoices at other intervals in accordance with a specific agreement, all invoiced amounts remain due and payable under the agreed terms.
3.3 In the event of late payment, and without prejudice to Coachello’s right to suspend the Services under Article 6.2, Coachello reserves the right to: (i) apply statutory late-payment interest in accordance with applicable French law from the due date until full payment; and (ii) invoice a fixed recovery indemnity of €150 per overdue invoice. If Coachello’s actual recovery costs exceed this fixed indemnity, Coachello may claim the excess amount upon presentation of supporting documentation.
3.4 If Coachello incurs any additional costs as a result of unilaterally imposed or electronically accepted billing conditions imposed by the Client (e.g., e-billing portals, obligatory vendor registration fees), such costs will be passed on to the Client.

4. Cancellation and Credit Validity

4.1 Coaching sessions cancelled by employees of the Client less than twenty-four (24) hours before the scheduled session time will be charged as consumed. For group coaching, team coaching, onboarding sessions, or training sessions, the cancellation notice period is extended to forty-eight (48) hours.
4.2 Coaching credits are valid for twelve (12) months from the program kick-off date, unless a specific agreement provides otherwise. Unused credits expire at the end of this period and will be declared null and void. Credits are transferable between employees of the Client within the program period.

5. Data Protection and Privacy

5.1 General compliance. Both Parties shall comply with all applicable data protection legislation, including Regulation (EU) 2016/679 (“GDPR”) and relevant national implementing legislation. In respect of personal data processed by Coachello on behalf of the Client, Coachello acts as data processor and the Client acts as data controller. Where Coachello processes personal data for its own legitimate purposes, it acts as an independent data controller.
5.2 Privacy by Design and by Default. Coachello applies privacy by design and privacy by default principles across all of its products, services, and internal processes. These principles are embedded in the architecture of Coachello’s platform, including data minimisation, access controls, pseudonymisation, and anonymisation of coaching analytics.
5.3 Data minimisation and retention. Coachello collects and retains only the personal data strictly necessary for the performance of services. Personal data is not kept for longer than is necessary for the purposes for which it was collected. Upon expiry or termination of the agreement, Coachello shall, at the Client’s request, delete or return all personal data processed on the Client’s behalf within thirty (30) days, except where retention is required by applicable law.
5.4 Coaching community standards. Coachello applies the same data protection and confidentiality standards to all coaches in its global coaching community. Coaches are contractually bound to comply with GDPR requirements and Coachello’s data protection policies before being admitted to the network.
5.5 Session confidentiality. Coaching conversations are strictly confidential. Coachello does not share the content of individual coaching sessions with the Client, line managers, or any third party.Reporting provided to the Client is always anonymised and aggregated.
5.6 Data subject rights. The Client and its employees may exercise their data subject rights (access, rectification, erasure, portability, objection) by writing to: Coachello SAS, 103 Rue du Temple,75003 Paris, or by email to: privacy@coachello.io. For further information, please consult

Coachello’s Privacy Policy and Data Processing Addendum, available at www.coachello.io

6. AI Services and Limitations

6.1 Coachello offers AI-powered coaching features including, but not limited to, AI chat coaching, AI-assisted coach matching, and avatar AI coaching. These features leverage large language models and other machine learning technologies operated by Coachello or trusted third-party providers.
6.2 Best-efforts standard and hallucination disclaimer. Coachello applies best efforts to ensure that AI-generated outputs are accurate, relevant, and appropriate. However, AI systems may produce outputs that are incomplete, inaccurate, or inconsistent with factual information, a phenomenon commonly referred to as “hallucinations”. Given the inherent limitations of current AI technology,
Coachello cannot guarantee the accuracy or completeness of AI-generated content and expresslyexcludes any liability for damages arising from AI outputs, including hallucinations or factual errors.
6.3 No regulated professional advice. AI coaching outputs do not constitute medical, psychological, psychiatric, legal, financial, or any other form of regulated professional advice. Users should exercise independent judgment and, where appropriate, consult a qualified professional.
EU AI Pact. Coachello is a signatory to the EU AI Pact and is committed to the responsible and transparent development and deployment of AI systems in accordance with the EU Artificial Intelligence Act and the voluntary commitments of the EU AI Pact.
6.5 Client responsibility. The Client is responsible for informing its employees of the AI limitations described in this Article before granting them access to AI coaching features.

7. Certifications and Compliance Standards

Coachello maintains the following certifications and compliance standards. Relevant documentation is available upon written request.

ISO 27001:2022	Microsoft 365	GDPR Compliant	EU AI Pact
Information Security	Certified Platform	EU Data Protection	Member & Signatory

• ISO 27001:2022 – Coachello is certified to the ISO 27001:2022 standard for Information Security Management Systems, covering its platform, data processing activities, and IT infrastructure.

• Microsoft 365 Certified – Coachello’s platform is built on and certified for the Microsoft 365 ecosystem, ensuring enterprise-grade security, compliance, and compatibility.

• GDPR Compliant – Coachello’s data processing activities, platform architecture, and internal policies are designed and maintained in full compliance with the General Data Protection Regulation (EU) 2016/679.

• EU AI Pact – Coachello is a member and signatory of the EU AI Pact, adhering to its commitments on transparency, human oversight, and responsible AI.

8. Professional Insurance

Coachello holds the following professional insurance policies:

Policy	Insurer & Policy No.	Coverage	Limit
Professional Civil Liability (RC Pro)	AIG Europe SANo. AIG23022774864	Coaching & training activitiesBodyy, material & immaterial damages	€1,500,000 per period
Cyber & Data Protection Insurance	DattakNo. 25121200007	Cyber liability, data breach, system & data reconstruction	€1,000,000 per incident

8.1 Professional Civil Liability (RC Pro). Coachello holds a professional civil liability insurance policy with AIG Europe SA (Policy No. AIG23022774864), covering bodily, material, and immaterial damage caused to third parties in connection with its professional activities (coaching and training), up to €1,500,000 per insurance period.
8.2 Cyber and Data Protection Insurance. Coachello holds a cyber insurance policy with Dattak (Policy No. 25121200007), covering up to €1,000,000 per incident for cyber civil liability, media liability, data breach notification costs, administrative investigations, and data and system reconstruction, among other covered events.
8.3 Certificates of insurance are available upon written request to legal@coachello.io.

9. Liability

9.1 Except to the extent that liability cannot be limited by law, the total aggregate liability of Coachello, persons associated with Coachello, and all persons involved in carrying out the Client’s assignment – whether jointly, severally, or jointly and severally – is limited to the amount paid out under the applicable insurance policy, plus the applicable deductible. In the absence of applicable insurance coverage, liability is limited to the total amount paid by the Client to Coachello in the twelve (12) months preceding the event giving rise to the claim.
9.2 Coachello shall not be liable for indirect, consequential, or incidental losses, loss of profits, loss of data, or business interruption, except in cases of gross negligence (“faute lourde”) or wilful misconduct (“dol”).
9.3 Coachello’s liability for AI-generated outputs is expressly excluded as described in Article 6.
9.4 These limitations of liability apply to Coachello, all persons associated with Coachello, and all third parties involved in the performance of services.

10. Suspension and Termination

10.1 In the event of non-performance by the Client of any of its obligations under an agreement with Coachello, in particular the obligation of payment, Coachello may suspend the Services at the exclusive fault of the Client, without prejudice to any damages it may claim.
10.2 Termination of an agreement for any reason shall result in all costs incurred by Coachello becoming immediately due and payable. Amounts already paid by the Client for services not yet delivered shall be refunded on a pro rata basis, except where termination is due to the Client’s breach, in which case amounts paid shall be retained by Coachello as a minimum estimate of damages suffered.

11. Non-Solicitation

11.1 During the term of any agreement with Coachello and for two (2) years following its termination for any reason, the Client undertakes not to directly or indirectly recruit, solicit, or engage any employee, coach, or contractor of Coachello (or of any company within Coachello’s group). A breach of this obligation will entitle Coachello to claim from the Client an amount equivalent to six (6) months of the last gross monthly remuneration of the person concerned, without prejudice to any further damages Coachello may claim.

12. Intellectual Property and Commercial Reference

12.1 All intellectual property rights in Coachello’s platform, tools, AI models, methodologies, content, and materials remain the exclusive property of Coachello. Nothing in these GTC or any agreement shall be construed as granting the Client any ownership rights over Coachello’s intellectual property.

12.2 The Client authorises Coachello to use its name, logo, and other distinctive signs as a commercial reference during the term of the agreement and for one (1) year after its expiry or termination, including on Coachello’s website and communications media. The Client may withdraw this authorisation at any time by written notice to Coachello, which shall take effect within thirty (30) days of receipt.

13. Force Majeure

13.1 Neither Party shall be held liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control. The following events shall be treated as force majeure, whether or not the legal conditions for force majeure under French law are met: acts of God, wars, riots, armed conflicts, states of emergency, pandemics, fires, natural disasters, social conflicts (including strikes), unavailability of transport or communications networks, and acts of government. The affected Party shall promptly notify the other Party and shall use reasonable efforts to resume performance as soon as practicable.

14. Governing Law and Jurisdiction

14.1 These GTC and all legal relationships arising from or related to them are exclusively governed by French law, to the exclusion of rules of private international law that may lead to the application of the laws of another jurisdiction.
14.2 Any dispute relating to these GTC or to any agreement with Coachello, including disputes based wholly or partly on non-contractual principles, or relating to the nullity, nullification, or existence of any legal act or agreement, shall be submitted exclusively to the competent courts of Paris, France.

15. General Provisions

15.1 Entire agreement. These GTC, together with any signed agreement and its appendices, constitute the entire agreement between the Parties on their subject matter. These GTC supersede all prior representations, discussions, and understandings.
15.2 Precedence. In the event of any conflict between these GTC and a specific signed agreement between Coachello and the Client, the terms of the signed agreement shall prevail.
15.3 Severability. If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.4 Amendments. Coachello may update these GTC from time to time. The updated version shall be published at www.coachello.io/generalconditions. Continued use of Coachello’s services after such publication constitutes acceptance of the updated GTC.
15.5 Notices. Legal notices under these GTC shall be sent in writing to Coachello SAS, 103 Rue du Temple, 75003 Paris, or to legal@coachello.io.