1.1 Purpose

These General Terms and Conditions of Sale ("GTCS") govern the commercial, pricing and financial terms under which SUBNOTO SAS ("Subnoto" or the "Provider") supplies its electronic signature services to its professional customers (the "Customer").

1.2 Services offered

Subnoto operates an electronic signature platform built on a confidential computing architecture, ensuring that documents remain encrypted during processing, including from the Provider’s own infrastructure. The platform provides simple electronic signatures (SES) as defined by Regulation (EU) No 910/2014 (eIDAS). Advanced electronic signatures (AES) and qualified electronic signatures (QES) are not currently offered.

1.3 Hierarchy of contractual documents

These GTCS complement the Terms of Use (ToU), which govern technical access to the platform. In the event of conflict, the GTCS prevail for commercial and financial matters; the ToU prevail for technical matters. These GTCS prevail over any document issued by the Customer, including its general purchasing conditions, unless Subnoto has expressly agreed otherwise in writing.

The following terms have the meanings set out below:

"Subscription": subscription to one of the Subnoto commercial plans (Free, Solo, Pro, Ultimate), determining accessible features and pricing.

"API": application programming interface made available to Pro and Ultimate Customers, enabling automated integration of signature services into third-party systems.

"API Credit": unit of consumption for API-based signature services. One credit equals one signature operation. Purchased credits do not expire so long as the account remains active on an eligible plan.

"Customer": any professional or organisation that has subscribed to a Subnoto plan.

"Account": personal secure space created for each user on the platform.

"Editor": user entitled to create, send and manage signature envelopes.

"Viewer": user with read-only access to signed documents.

"Evidence Folder": set of technical metadata and evidentiary elements automatically generated for each signing operation (signatory identity, timestamp, cryptographic hashes, audit logs).

"Platform": all technical components, interfaces and services provided by Subnoto via the SaaS model.

"GDPR": Regulation (EU) 2016/679 of 27 April 2016 on the protection of personal data.

"Site": the website accessible at subnoto.com.

3.1 Restriction to professionals

Subnoto's services are exclusively intended for professionals and organisations acting in the course of their commercial, industrial, craft, liberal or associative activity. This restriction applies to all plans, including the Free plan.

3.2 Exclusion of consumers

The exclusion of private individuals acting for personal purposes is an essential condition of the offering. This restriction excludes the application of consumer protection provisions, including the right of withdrawal under applicable consumer law. By subscribing, the Customer acknowledges acting in a professional capacity and agrees to be bound by the commercial regime applicable to B2B contracts.

3.3 Customer declaration

By registering, the Customer declares and warrants that it is acting in the course of its professional activity and has the authority to bind its organisation. Subnoto reserves the right to suspend or terminate access if a Customer does not meet this eligibility criterion.

4.1 Web application plans

Applicable pricing for each plan is published and kept current at subnoto.com/pricing. Prices in force at the date of subscription apply. The Free plan requires no credit card and no commitment. Subnoto reserves the right to modify pricing and included features subject to the notice periods set out in Article 9.

4.2 Viewer accounts

All plans include unlimited Viewer accounts. Viewers cannot create or send signature envelopes but may view signed documents to which they have been granted access.

4.3 API plan

Access to the Subnoto API is available exclusively to Customers with an active Pro or Ultimate subscription. It is not a standalone subscription.

API services are charged on a usage basis via separately purchased API Credits, according to the pricing grid published at subnoto.com/pricing-api. Volume-based discounts apply. Pro and Ultimate plans include 10 and 25 API Credits per month respectively at no charge; unused monthly included credits do not roll over.

API Credits purchased separately do not expire so long as the Account remains active on a Pro or Ultimate plan. Upon cancellation or downgrade below Pro, purchased API Credits are frozen but not forfeited; they become available again upon reactivation of an eligible plan.

4.4 Features by plan

Feature details for each plan are available at subnoto.com/pricing. Subnoto reserves the right to modify included features with the notice periods set out in Article 9.

5.1 Subscription process

Subscriptions are made exclusively online via the Site. Acceptance of these GTCS by checking the relevant box, or confirmation of payment via the payment processor, constitutes full and unreserved acceptance of these GTCS and forms the contract between the parties. Acceptance is recorded in Subnoto's systems as proof.

5.2 No right of withdrawal

As these GTCS govern contracts between professionals, no right of withdrawal applies. Furthermore, the Customer expressly acknowledges that access to the services begins immediately upon payment confirmation and waives any applicable right of withdrawal for digital content services.

5.3 Right of refusal

Subnoto reserves the right to refuse any subscription, including in cases of doubt about the Customer's professional status, a history of unpaid invoices, or abusive use. No amount is charged in the event of refusal.

6.1 Prices and VAT

Prices are quoted in euros, exclusive of tax. Applicable VAT is added at the prevailing rate. Customers established in another EU member state with a valid VAT registration number benefit from the reverse-charge mechanism.

6.2 Billing and collection

Subscriptions are billed monthly in advance on the first day of each monthly period and collected automatically via Stripe. Separately purchased API Credits are payable upon order.

6.3 Late and failed payment

In the event of a failed collection, Subnoto will retry. After three (3) unsuccessful attempts, access to the services is suspended until payment is regularised. Late payment penalties at the statutory commercial rate, plus a flat recovery fee of forty (40) euros pursuant to Article L. 441-10 of the French Commercial Code, apply automatically and without prior notice.

6.4 Pricing changes

Subnoto reserves the right to modify its prices. Any price increase is notified to the Customer by email with a minimum sixty (60) calendar days' notice. A Customer who does not accept the change may cancel their subscription before the new prices take effect. Continued use after that date constitutes acceptance.

7.1 Determining the required signature level

The Customer is solely responsible for determining the signature level required (simple or qualified) for its documents, based on the nature of the act, applicable law and sector-specific regulations. Subnoto provides technical signing tools and does not advise on the legal qualification of acts.

Certain categories of acts may require a qualified electronic signature that Subnoto does not offer, including certain acts subject to a written form requirement, employment contracts, mortgage deeds or financial instruments in some jurisdictions. The Customer should verify these requirements with its legal advisers. Information at subnoto.com/signature-legality is informational only and does not constitute legal advice.

7.2 Verifying signatory identity

Subnoto provides signatory authentication mechanisms (email validation and/or SMS depending on the subscribed plan). The Customer remains solely responsible for the adequacy of the authentication level chosen for the legal requirements applicable to the act concerned. For high-stakes acts or acts subject to specific regulatory requirements, the Customer must, where necessary, implement additional identity verification measures independently of the authentication tools provided by Subnoto. Indicative information on recommended signature levels by act type is available at subnoto.com/signature-legality and does not constitute legal advice. The Customer shall retain documentation of its identity checks to justify them in the event of a dispute.

7.3 Lawfulness of documents

The Customer warrants that documents submitted for signature are lawful, do not infringe third-party rights and comply with applicable regulations. Subnoto has no obligation to verify document content. The Customer agrees to indemnify Subnoto against any loss arising from a breach of this warranty.

7.4 Sector compliance

The Customer is solely responsible for compliance with sector-specific regulations applicable to its business, including requirements as to the form of acts, document retention and required signature security levels.

8.1 Platform availability

Subnoto commits to a monthly availability target of 99.0%, calculated excluding scheduled maintenance windows notified with at least forty-eight (48) hours’ notice.

In the event of non-achievement, eligible Customers may request a service credit on their next invoice according to the following schedule:

Credits are applied to the next invoice, are not redeemable for cash, and are capped at one month’s subscription fee. They constitute the Customer’s sole remedy for non-achievement of the availability target, within the limits of Article 13. The Free plan is excluded from this mechanism. The Customer must submit their credit request within thirty (30) days of the incident.

8.2 EU hosting

Subnoto commits to hosting Customer data exclusively with providers established in the European Union (currently Scaleway, France). Any hosting provider change resulting in a transfer outside the EU will be notified to Customers with reasonable notice and subject to appropriate GDPR safeguards.

8.3 Security

Subnoto implements appropriate security measures including encryption of data in transit and at rest, a confidential computing architecture for document processing, and strict internal access controls.

Subnoto reserves the right to amend these GTCS at any time. Material amendments — meaning any amendment affecting the essential rights or obligations of the Customer — are notified by email with thirty (30) calendar days’ notice. Non-material amendments take effect upon publication on the website without prior notice, with a notification sent to the Customer on the day of publication. Subnoto determines whether an amendment is material.

Material amendments include changes affecting the essential rights and obligations of either party, pricing, liability caps, data retention periods or termination procedures. Continued use of the services after the effective date of amendments constitutes acceptance. A Customer who does not accept may cancel without penalty before that date.

10.1 Term and auto-renewal

Monthly subscriptions are open-ended and renew automatically by tacit extension. The Customer may cancel at any time from their Account. Cancellation takes effect at the end of the current monthly period. No pro-rata refund is made.

10.2 Effects of Customer cancellation

The Customer retains read-only access to their signed documents for six (6) months from the effective cancellation date, enabling data recovery.

Three (3) months before permanent document deletion, Subnoto sends a reminder notification with export instructions.

Upon written request made within the six-month window, a full data export in a standard, interoperable format can be provided.

After the six (6)-month window, documents are permanently deleted, subject to any legal retention obligation binding on Subnoto.

10.3 API Credits after cancellation

Purchased API Credits remain usable for six (6) months after the effective cancellation date, within available functionality. Remaining credits are forfeited after that period without compensation.

10.4 Validity of prior signatures

Electronic signatures executed prior to cancellation retain their legal validity regardless of the contractual relationship between the Customer and Subnoto, in accordance with the eIDAS Regulation.

10.5 Termination by Subnoto

Subnoto may terminate the contract by right fifteen (15) days after a formal notice to remedy has gone unanswered in the case of a material Customer breach. Immediate termination without notice may be applied in cases of fraud, unlawful use of the services, interference with platform security, or conduct harmful to other Customers.

11.1 Retention periods

Signed documents and associated evidence folders are retained by Subnoto for the following periods, calculated from the date of the last signature event on the document concerned:

For the Free plan, the period runs from account creation. For paid plans, the period runs from the date of the last signature event on the document concerned, regardless of the subscription cancellation date. No document is retained beyond ten (10) years under any plan. Upon expiry of the applicable period, documents are permanently and irreversibly deleted.

11.2 Retention on downgrade

The retention period applicable is that of the subscription active at the time of signing. A document signed under a higher-tier plan retains the longer retention period even if the subscription is subsequently downgraded.

11.3 Pre-deletion notice

Three (3) months before expiry of the applicable retention period, Subnoto notifies the Customer by email with recovery instructions. In the absence of a recovery request, documents are permanently deleted.

11.4 Access

Signed documents may be downloaded at any time from the Customer's Account during the retention period.

In providing the services, Subnoto acts as a data processor under the GDPR with respect to personal data contained in documents submitted for signing. The Customer is the data controller.

Subnoto's data processing obligations are detailed in the Data Processing Agreement (DPA) available on request. Subnoto's privacy policy is accessible at subnoto.com/privacy.

13.1 Direct damages

Each party is liable for direct and foreseeable losses arising from non-performance of its contractual obligations, within the limits set out in this article.

13.2 Liability cap

Subnoto’s total aggregate liability, for all causes combined and over the entire term of the contract, is limited to the amounts actually received from the Customer in the three (3) months preceding the event giving rise to the claim. For Free plan users, liability is capped at one hundred (100) euros. This cap applies reciprocally to the Customer’s liability towards Subnoto.

13.3 Exclusion of indirect damages

Subnoto is not liable for indirect losses, including loss of revenue, profit, customers, data (other than data entrusted to Subnoto), chance, business disruption or operational disturbance, even if Subnoto has been advised of the possibility of such losses.

13.4 Scope of liability — specific exclusions

the legal validity or enforceability of a simple electronic signature for a particular act in a particular jurisdiction, Subnoto making no warranty as to the legal sufficiency of signatures generated via the platform for any specific use;

the Customer’s choice of a signature level inappropriate for the act in question;

the content of documents submitted for signing by the Customer;

the Customer’s failure to comply with sector-specific regulations or legal obligations applicable to its business;

interruptions, degradation or failures of third-party services outside Subnoto’s control, including hosting providers, network security, email delivery or payment processing providers;

the Customer’s IT environment, technical integrations, proprietary code or interfaces with the platform;

any use of the platform that does not comply with these GTCS or the technical documentation;

losses suffered by the Customer or its end users resulting from the integration, use or malfunction of SDKs, libraries or development tools made available by Subnoto within the Customer’s technical environment, where such losses result from use that does not comply with the technical documentation or from reliance on functionality outside the scope of the guaranteed service.

13.5 Claims notification deadline

Any claim relating to a loss must be notified to Subnoto in writing within six (6) months of the date on which the Customer became aware, or ought reasonably to have become aware, of the event giving rise to the claim. Any claim notified after this deadline is inadmissible, save where a mandatory legal provision provides otherwise.

13.6 Force majeure

Neither party is liable for non-performance resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code. If the event persists beyond three (3) months, either party may terminate without compensation.

13.7 Exception — gross negligence and personal injury

No limitation or exclusion of liability set out in this article applies to losses resulting from Subnoto’s gross negligence or wilful misconduct, or to personal injury.

Subnoto or its licensors hold all intellectual property rights in the platform. Subscription grants the Customer a personal, non-exclusive, non-transferable, revocable licence to use the platform for its professional needs during the subscription term.

The Customer retains all intellectual property rights in the documents and content it submits. Subnoto acquires no rights over such content. Unauthorised reproduction, modification or exploitation of the platform is prohibited.

Each party undertakes to keep confidential the other party's information disclosed in the course of the contract. This obligation survives termination for five (5) years.

16.1 Governing law and jurisdiction

These GTCS are governed by French law. Any dispute relating to their formation, interpretation or performance is subject to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris), following a good-faith attempt to resolve the matter amicably within thirty (30) days.

16.2 Language

The contractual language of these GTCS is French. In the event of translation, the French text governs.

16.3 Severability

If any provision is held void or unenforceable, the remaining provisions remain in full force. The parties agree to negotiate in good faith a replacement provision of equivalent economic effect.

16.4 No waiver

Subnoto's failure to enforce any provision at any given time does not constitute a waiver of its right to do so subsequently.

16.5 Notices

Notices between the parties are made by email to the addresses provided at registration. Important notices (formal notice, termination for cause) may be supplemented by registered electronic letter or postal mail.

16.6 Entire agreement

These GTCS, together with the Terms of Use and the Data Processing Agreement, constitute the entire agreement between the parties regarding their subject matter.