Terms of Sale

This English version is provided for convenience. In case of discrepancy, the French version prevails.

1. Publisher

Hatch OS, a French simplified joint-stock company (société par actions simplifiée, SAS) with share capital of €1,000
Registered office: 104 rue de la Folie-Méricourt, 75011 Paris, France
RCS Paris: 103 890 893
President: Patrick Rakotondrajao
Contact: cesar@gethatch.io

hereinafter “Hatch OS” or “the Provider”.

2. Purpose and scope

2.1. Hatch OS develops and operates a software platform called Hatch OS, accessible as Software as a Service (“SaaS”), incorporating features based on artificial intelligence technologies and intended to facilitate the dissemination, access, use and management of knowledge, procedures and operational content within organizations (the “Solution”).

2.2. These Terms of Sale (the “Terms of Sale”) set out the technical, legal and financial conditions under which Hatch OS makes the Solution available to its clients on a subscription basis, where the subscription is taken out online from within the Solution.

2.3. The Solution is intended exclusively for professionals acting for the purposes of their business (the “Client”). It is not offered to consumers or non-professionals.

2.4. The Terms of Sale supplement the Terms of Use (the “Terms of Use”) and the Privacy Policy. In the event of any conflict between the Terms of Use and the Terms of Sale regarding subscription, price, billing or termination, the Terms of Sale prevail.

2.5. Where the Client has signed a specific subscription agreement with Hatch OS, that agreement and its schedules prevail over the Terms of Sale, which apply to all matters it does not govern.

3. Definitions

• Authorized User: any natural person authorized by the Client to access the Solution (headquarters staff, location managers, employees).
• Administrator: the Authorized User designated by the Client to manage its environment, access rights and Authorized Users.
• Active Location: any operating unit, establishment, restaurant, franchise, branch, dark kitchen, ghost kitchen, corner, point of sale or operational entity operated directly or indirectly by the Client and having access to all or part of the Solution or benefiting from its use.
• AI Interaction: any single exchange between an Authorized User and the Solution, consisting of a request from the user and the response generated by the Solution. Each exchange is counted individually, regardless of its length, its complexity or the volume of data processed.
• Trial Period: the free period of access to the Solution described in Article 5.
• Billing Area: the page of the Solution reserved for the Administrator, from which it views its subscription, makes its payments and downloads its invoices.

4. Acceptance of the Terms of Sale

4.1. Acceptance of the Terms of Sale and the Terms of Use is obtained electronically, by means of a checkbox, when the account creation request is submitted. This acceptance is time-stamped and recorded together with the version of the documents accepted; it constitutes the Client’s signature and consent.

4.2. The person accepting the Terms of Sale represents that they have the authority to bind the Client.

4.3. Hatch OS may amend the Terms of Sale. Any amendment is notified to the Administrator by email or by a visible notice in the Solution at least thirty (30) days before it takes effect. Failing termination before that date, the new version is deemed accepted.

5. Account creation and Trial Period

5.1 Account request

The Client requests the creation of its account from the form in the Solution and undertakes to provide accurate, complete and up-to-date information. Hatch OS reviews each request and remains free to accept or refuse it, in particular in the event of inaccurate information, doubt as to the applicant’s professional status or risk of fraud. Submitting a request confers no right to the opening of an account.

5.2 Trial Period

5.2.1. When Hatch OS accepts the request, it activates the Client’s account and opens a free Trial Period lasting seven (7) days from activation, unless a different duration is communicated to the Client. No means of payment is requested during the Trial Period.

5.2.2. The Trial Period allows the Client to verify that the Solution meets its needs, its technical environment and its operational constraints.

5.2.3. The Trial Period does not automatically convert into a paid subscription. At its end, Hatch OS offers the subscription to the Client. Hatch OS may, at its discretion, extend the Trial Period or terminate the access of a Client who has not subscribed.

5.2.4. Taking out the subscription constitutes the Client’s acknowledgment that the Solution conforms to its needs and its acceptance of the Solution as is.

5.3 User accounts

Access to the Solution is strictly reserved for Authorized Users. The Client remains solely responsible for: (i) the use of the Solution made from its accounts; (ii) the safekeeping, confidentiality and security of login credentials and passwords; (iii) any access or use made by means of its credentials, unless a fault exclusively attributable to Hatch OS is demonstrated. The Client informs Hatch OS without delay of any unauthorized use, loss, disclosure or compromise of its credentials.

5.4 Deployment and onboarding

Where applicable, Hatch OS provides an onboarding phase for the Solution, carried out remotely, starting from the activation of the account. The Client undertakes to ensure the availability of its participants on the agreed dates.

5.5 Technical prerequisites

It is the Client’s responsibility to have, throughout the term of the subscription, the equipment, infrastructure, software, internet access, messaging services and, more generally, any technical environment necessary for the use of the Solution. Hatch OS does not guarantee the compatibility of the Solution with any third-party software, hardware, system, service or environment not expressly validated in writing.

6. Taking out the subscription

6.1. Hatch OS sends the Administrator a secure payment link, by email and in the Billing Area. The subscription is taken out when the Client pays the first installment by means of this link.

6.2. The Client chooses one of the following plans:

• Monthly subscription, with no minimum term: monthly billing, terminable under the conditions of Article 8.1;

• Annual subscription, with a twelve (12) month commitment: fifteen percent (15%) discount on the standard rate, single annual payment, automatic renewal, upon a commercial proposal from Hatch OS.

  6.3. The price is calculated on the number of Active Locations declared by the Client, under the conditions of Article 7.

  6.4. The subscription gives access to the modules and features of the Solution made available to the Client, including in particular:

• Operations Vertical: “Peep” and “Owl” AI agents, questionnaire, communication and know-how;

• Audit Vertical: “Finch” AI agent and Audit module;

• Builder Vertical: “Jay” AI agent and templates;

• Development Vertical: “Sparrow” AI agent;

• Training Vertical: “Pecker” AI agent and Training module;

• Synthesis Vertical: “Lark” AI agent;

• access to WhatsApp messaging for Authorized Users;

• two thousand (2,000) AI Interactions per Active Location per month;

• technical support by email during business hours;

• standard and corrective updates to the Solution;

• no setup fees, unless otherwise agreed between the parties.

  6.5. Hatch OS may develop, modify, improve or replace all or part of the Solution, provided that it does not remove an essential feature made available to the Client. Any new feature, module, vertical, integration or additional service developed after the subscription may be subject to specific pricing. No request from the Client creates any obligation of specific development, customization or evolution.

7. Price, billing and payment

7.1 Pricing

The price is due per Active Location per month, excluding taxes, according to the selected plan:

Plan	Type	Price / Active Location / month (excl. VAT)	AI Interactions included
S	Kiosks & Counters	€19	2,000 / Active Location / month
M	Dark kitchens & Host kitchens	€29	2,000 / Active Location / month
L	Franchises & Restaurants	€39	2,000 / Active Location / month

The applicable price is the one communicated to the Client and shown on the payment page at the time of subscription. Specific pricing terms may be agreed; they are then reflected in the payment link sent to the Client.

7.2 Declaration of Active Locations

The Client undertakes to provide Hatch OS with accurate, complete and up-to-date information about its network and the number of Active Locations operated. Any increase in the number of Active Locations may be billed pro rata from the time it is taken into account; any decrease takes effect from the billing cycle following its declaration.

7.3 Verification of the number of Active Locations

Hatch OS may, no more than once (1) per calendar year, request from the Client any document, supporting evidence or information reasonably necessary to verify the number of Active Locations declared. The Client undertakes to cooperate in good faith. In the event of a discrepancy, Hatch OS may adjust the amounts due from the date on which the discrepancy arose; where the discrepancy results from an intentional omission, fraud or bad faith on the part of the Client, over the entire period concerned. The adjusted amounts are payable upon receipt of the corresponding invoice.

7.4 Exceeding the included volumes

Any AI Interaction carried out beyond the included volumes gives rise to additional billing of five euro cents excluding taxes (€0.05 excl. VAT) per additional AI Interaction, or at the rate in force at the time of consumption, carried over to the invoice for the following cycle. In the event of abnormally high consumption or consumption likely to compromise the economic balance of the service, the security of the Solution or the quality of service for other users, Hatch OS may implement any reasonable measure of limitation, temporary suspension or additional billing, after informing the Client.

7.5 Payment terms

7.5.1. The subscription is payable in advance, monthly or annually depending on the selected plan, by automatic debit from the means of payment registered by the Client (bank card or any other means offered on the payment page).

7.5.2. Payments are processed by the payment service provider Stripe. Hatch OS does not have access to the Client’s full bank card data and does not store it.

7.5.3. Invoices are issued electronically and made available in the Billing Area, from which the Administrator can also update its means of payment.

7.5.4. Prices are stated excluding taxes and are increased by value added tax and any other tax applicable on the invoice date. Where the Client is established in another Member State of the European Union and provides a valid intra-community VAT number, the invoice is issued excluding taxes under the reverse-charge mechanism.

7.5.5. Any billing period that has begun is due in full and gives rise to no refund, including in the event of termination during the period.

7.5.6. No set-off, withholding, deduction or suspension of payment may be made by the Client without the prior written consent of Hatch OS.

7.6 Late payment or non-payment

7.6.1. Any late payment automatically entails, without prior formal notice: (i) the application of the late payment penalties provided for in Article L.441-10 of the French Commercial Code; (ii) the payment of the fixed indemnity for recovery costs of forty euros (€40) provided for in Article D.441-5 of the French Commercial Code; (iii) the reimbursement of the recovery costs actually incurred by Hatch OS where they exceed this indemnity.

7.6.2. In the event of late payment persisting more than seven (7) days after a formal notice that has remained unheeded, Hatch OS may, without prejudice to any other remedy: (i) suspend all or part of the access to the Solution; (ii) suspend support; (iii) make all outstanding amounts immediately due and payable; (iv) refuse any new service or change request.

7.6.3. Such suspension does not constitute a breach by Hatch OS, gives rise to no right to compensation and does not release the Client from the amounts due during the suspension period.

7.7 Price revision

Hatch OS may revise its prices on each anniversary date of the subscription subject to thirty (30) days’ written notice. Hatch OS may also carry out an exceptional revision in the event of a substantial increase in hosting, infrastructure, storage or telecommunications costs, or in the costs charged by the third-party providers necessary for the operation of the Solution, in particular providers of artificial intelligence models, APIs or messaging services, subject to the same notice. Failing termination before the new prices come into force, they are deemed accepted.

8. Term, termination and suspension

8.1 Monthly subscription

The monthly subscription is entered into for an indefinite term from its subscription. Either party may terminate it at any time subject to thirty (30) days’ written notice, sent by email. Termination takes effect at the end of the billing period during which the notice period expires.

8.2 Annual subscription

The annual subscription is entered into for a fixed initial term of twelve (12) months from its subscription. It is then automatically renewed for successive periods of twelve (12) months, unless notice of non-renewal is given by either party at least thirty (30) days before the end of the current period. Any early termination at the Client’s initiative has no effect on the amounts due for the current commitment period, which remain fully vested in Hatch OS.

8.3 Termination for breach

Either party may terminate the subscription automatically thirty (30) days after sending a formal notice that has remained unheeded, in the event of a serious breach by the other party of its essential obligations.

8.4 Suspension by Hatch OS

In addition to the case provided for in Article 7.6, Hatch OS may suspend access to the Solution, without notice where circumstances so require, in the event of fraudulent use, dissemination of unlawful content, breach of the security of the Solution or serious violation of the Terms of Use or the Terms of Sale.

8.5 Effects of the end of the subscription

At the end of the subscription, the access of the Client and its Authorized Users to the Solution is closed. The fate of the Client’s data is governed by Article 12.6.

9. Obligations of the parties and license

9.1 Obligations of Hatch OS

Hatch OS undertakes to make the Solution available to the Client in accordance with the Terms of Sale, to provide its hosting, maintenance and support under the conditions set out herein, and to implement the human, technical and organizational resources it deems appropriate. Hatch OS is bound by an obligation of means (best efforts), to the exclusion of any obligation of result. Hatch OS remains free to choose the technical means, infrastructure, tools, artificial intelligence models, subcontractors and methods used.

9.2 Obligations of the Client

The Client undertakes to: actively cooperate with Hatch OS; provide any information useful for the implementation and use of the Solution; designate an authorized main contact person; use the Solution in accordance with its intended purpose, the documentation and the instructions reasonably communicated by Hatch OS; ensure compliance with these terms by its Authorized Users; comply with the laws and regulations applicable to its business; pay the agreed price; hold all rights, authorizations and licenses necessary for the data and content used in the Solution; declare the number of Active Locations operated.

9.3 License of use

Subject to compliance with these terms and payment of the amounts due, Hatch OS grants the Client, for the term of the subscription, a non-exclusive, non-assignable and non-transferable license to access and use the Solution solely for the purposes of its professional activity. The Client shall in particular refrain from: (i) making the Solution available to a third party; (ii) marketing, distributing, reselling, renting, sublicensing or exploiting it for the benefit of a third party; (iii) copying, reproducing, adapting or modifying it without prior written authorization; (iv) decompiling or disassembling it, carrying out any reverse engineering or seeking to access its source code, except within the mandatory limits provided by law; (v) circumventing technical security or protection measures; (vi) using it to develop a competing solution; (vii) carrying out or publishing any benchmark or comparative test without the prior written consent of Hatch OS. The license entails no transfer of intellectual property.

10. Service level

10.1 Availability

Hatch OS implements the means reasonably necessary to maintain a monthly availability rate of the Solution of ninety-nine percent (99%), excluding scheduled maintenance periods, emergency maintenance operations, cases of force majeure, unavailability attributable to the Client or to a third party and interruptions resulting from the infrastructure, platforms or services provided by third-party providers. Hatch OS guarantees neither uninterrupted operation nor a total absence of errors.

10.2 Maintenance

Hatch OS carries out the corrective, preventive, evolutive and security maintenance operations it deems necessary. Scheduled maintenance is, as far as possible, carried out outside business hours and may be preceded by notice to the Client. Hatch OS may carry out emergency maintenance at any time, without notice where circumstances so require.

10.3 Classification of defects and support

Defects reported by the Client are classified by Hatch OS according to their severity:

Defect	Definition	Initial response target
Critical	Reproducible defect causing total unavailability of the Solution for all of the Client’s users, with no reasonable workaround	Six (6) business hours
Major	Reproducible defect affecting an essential feature made available to the Client and preventing its normal use, with no reasonable workaround	Two (2) business days
Minor	Defect not preventing the general use of the Solution, having a workaround or affecting only a secondary feature	Five (5) business days

These timeframes are not guaranteed correction or resolution times. Support is provided by email during Hatch OS’s business days and hours; the Client provides any information reasonably necessary for the diagnosis.

10.4 Exclusions and service credit

The commitments in this article do not apply where the difficulties result from misuse of the Solution, failure to comply with the technical prerequisites or the documentation, intervention by the Client or an unauthorized third party, the Client’s equipment or networks, a failure of a third-party provider (hosting, telecommunications, messaging, artificial intelligence models, APIs), a maintenance operation or a case of force majeure. In the event of failure to meet the availability rate, Hatch OS may, on a purely commercial basis and without admission of liability, grant the Client a credit note or a service credit, which then constitutes its sole remedy in this respect.

11. Intellectual property and content

11.1 Ownership of the Solution

Hatch OS remains the exclusive holder of all intellectual property rights relating to the Solution, in particular its architecture, source code, interfaces, databases, algorithms, artificial intelligence models, workflows, prompts, templates, documentation, trademarks, logos, names and domain names, as well as any evolution thereof. All rights not expressly granted to the Client remain reserved.

11.2 Client data and content

The Client remains the sole owner of the data, documents, content, procedures, information, graphic elements, trademarks and logos that it integrates, transmits or creates in the Solution. It warrants that it holds the rights necessary for their use and remains solely responsible for their lawfulness, accuracy and updating. It indemnifies Hatch OS against any action or claim by third parties relating to such content.

11.3 License granted to Hatch OS

For the term of the subscription, the Client grants Hatch OS a non-exclusive, non-transferable, non-assignable and royalty-free license to reproduce, host, store, index, organize, adapt, process and use its data and content solely to the extent necessary for the performance of these terms, the operation of the Solution, the provision of the subscribed services, and the maintenance, security and improvement of the Solution. This license ends upon expiry of the subscription, subject to legal retention obligations and backups made in the normal course of operations.

11.4 Content generated by the Solution

The Client holds the content generated by the Solution from its own data (quizzes, answers, training micro-paths, audit reports, action plans, document summaries), which it is free to use for the purposes of its business. This content is generated, in whole or in part, by artificial intelligence technologies likely to produce variable, incomplete, inaccurate or unsuitable results. Hatch OS guarantees neither its accuracy, nor its relevance, nor its completeness, nor its originality. The Client remains solely responsible for verifying, validating and using it before any dissemination or decision-making. Hatch OS is not a provider of legal, tax, accounting, employment, health or medical advice.

11.5 Suggestions and references

Hatch OS may freely use, without consideration, any suggestion or feedback communicated by the Client with a view to improving the Solution. Unless the Client objects in writing, Hatch OS may include its trade name, company name and logo among its commercial references.

12. Client data and personal data

12.1 Hatch OS’s access to Client data

Hatch OS accesses the data, content, documents and metadata integrated by the Client strictly to the extent necessary to: provide, operate, administer and maintain the Solution; provide support and resolve incidents; carry out maintenance, backup, security and restoration operations; develop and improve the features of the Solution; produce the reports and dashboards made available to the Client; comply with its legal obligations. This access is limited to authorized persons of Hatch OS and its subcontractors, all bound by a confidentiality obligation.

12.2 Usage data

Hatch OS may collect and use technical, statistical, usage and performance data of the Solution to ensure its proper operation, improve its performance, security and ergonomics, develop new features and compile statistics. Where such data is communicated to third parties or used outside the performance of these terms, it is in an aggregated form that does not allow the Client or its users to be directly identified.

12.3 Data segregation and no model training

Hatch OS refrains from using the Client’s data and content for the purposes of: training, retraining, fine-tuning or improving general artificial intelligence models, pooled models or models intended for other clients; resale, assignment or communication to third parties, other than the subcontractors listed in the schedule and acting solely for the purposes of the service; commercial prospecting directed at third parties. The use of third-party artificial intelligence models takes place under contractual terms whereby the provider does not use the requests and content transmitted to train its own models. Hatch OS implements logical isolation at the database level, ensuring that the Client’s data is not accessible to other clients.

12.4 Protection of personal data

Where Hatch OS processes personal data on behalf of the Client in the course of providing the Solution, the Client acts as controller and Hatch OS as processor, within the meaning of Regulation (EU) 2016/679 (“GDPR”). Hatch OS processes such data in accordance with the Client’s documented instructions resulting from these terms, implements appropriate technical and organizational measures, ensures the confidentiality of its authorized personnel and assists the Client, where reasonably possible, in responding to requests to exercise the rights of data subjects. Details of the processing are set out in the Privacy Policy.

12.5 Sub-processors, location and breaches

The Client authorizes Hatch OS to use the sub-processors listed in the schedule. Hatch OS informs the Client prior to any addition or replacement; the Client may object on legitimate grounds relating to data protection and, failing an alternative solution, terminate without penalty. The Client’s personal data is stored and backed up within the European Union or the European Economic Area. Certain ancillary processing operations (in particular artificial intelligence generation, message routing and email sending) may involve sub-processors established outside the European Economic Area; these transfers are governed by an adequacy decision, standard contractual clauses or any other legally recognized mechanism. Hatch OS notifies the Client of any personal data breach affecting the processing carried out on its behalf as soon as possible, and no later than seventy-two (72) hours after becoming aware of it.

12.6 Fate of data at the end of the subscription

At the end of the subscription, Hatch OS returns its data to the Client, upon request made within thirty (30) days following termination, in a commonly usable format. Failing a request within this period, Hatch OS may delete the data, subject to legal retention obligations, backup purge periods and normal technical operating constraints.

12.7 Audit

Hatch OS makes available to the Client the information necessary to demonstrate compliance with its obligations as processor and contributes to audits carried out by the Client or by an independent third-party auditor mandated by it, upon written request with thirty (30) business days’ notice, at the Client’s expense, no more than once (1) per twelve (12) month period except in the event of a proven security incident, without disruption of the services and in compliance with confidentiality. Hatch OS may fulfill this obligation by providing its security documentation and the audit reports of its subcontractors.

13. Confidentiality

Each party undertakes to preserve the confidentiality of non-public information communicated by the other party, to use it only for the purposes of performing these terms and to give access to it only to persons who need to know it and who are bound by a confidentiality obligation. The following are in particular confidential: for Hatch OS, the Solution, its architecture, models, prompts, workflows, templates, documentation, roadmap and commercial terms; for the Client, its data, documents, procedures and content, as well as the content generated by the Solution from them. These obligations do not apply to information already lawfully known, public through no fault of the receiving party, lawfully communicated by a third party or whose disclosure is required by law or by an authority. They remain applicable throughout the term of the subscription and for five (5) years after its end.

14. Limitation of liability

14.1. The total and cumulative liability of Hatch OS, for all causes of damage combined, is limited to the total amount excluding taxes actually paid by the Client during the twelve (12) months preceding the event giving rise to liability.

14.2. Hatch OS cannot be held liable for indirect damages, in particular loss of revenue, business, profits, customers, reputation, data or opportunity.

14.3. Hatch OS cannot be held liable for: decisions, actions or omissions of the Client or its users based on content generated by the Solution; data, content or documents provided by the Client; interruptions or malfunctions attributable to third-party providers, telecommunications networks, cloud services, APIs, messaging platforms or artificial intelligence models; use of the Solution not in accordance with these terms or its documentation.

14.4. These limitations do not apply in the event of fraud (dol), gross negligence, personal injury or in any case where such limitation would be prohibited by a mandatory provision of law.

15. Force majeure

Neither party can be held liable for the non-performance or delay in the performance of its obligations resulting from a case of force majeure within the meaning of Article 1218 of the French Civil Code, in particular: natural disasters, fires, acts of war, terrorist attacks, riots, officially recognized pandemics, general strikes affecting essential services, widespread power or telecommunications outages, major failures of hosting, cloud infrastructure or messaging providers or of any third-party provider essential to the Solution, administrative decisions or legislative changes preventing performance. The party concerned informs the other as soon as possible; the affected obligations are suspended for the duration of the event. Beyond thirty (30) calendar days, either party may terminate the subscription automatically, without compensation. Amounts due for services performed remain payable.

16. Assignment

The subscription is entered into intuitu personae with respect to the Client, which may not assign or transfer it without the prior written consent of Hatch OS. Hatch OS may freely assign or transfer the subscription to any affiliated company, to any successor or in the context of any restructuring operation, and informs the Client within a reasonable time.

17. Final provisions

17.1. If any provision of these terms is declared null and void or unenforceable, the other provisions remain in force; the parties endeavor to replace it with a valid provision of equivalent economic effect.

17.2. A party’s failure to rely on a provision does not constitute a waiver of its right to rely on it subsequently.

17.3. The provisions relating to intellectual property, confidentiality, personal data, liability, payment of amounts due and dispute resolution survive the end of the subscription for the time necessary for their performance.

18. Governing law and jurisdiction

These Terms of Sale are governed by French law. The parties undertake to seek in good faith an amicable solution to any dispute. Failing agreement within thirty (30) days from the written notification of the dispute, exclusive jurisdiction is expressly conferred on the Tribunal de commerce de Paris (Paris Commercial Court), including in the event of summary proceedings, multiple defendants or third-party warranty claims, unless otherwise provided by a mandatory legal provision.

Schedule · Sub-processors

Sub-processor	Service	Location	Transfer safeguard
Supabase	Database hosting, authentication, storage	EU (France)	Not applicable
Google	Generation of responses by artificial intelligence	United States	DPF + SCC
Twilio	Message routing	United States	DPF + SCC
Meta Platforms	Delivery of WhatsApp messages	Outside the EU (global infrastructure)	DPF + SCC
Vercel	Interface hosting (ephemeral processing, no persistent storage)	EU (France)	Not applicable
Railway	Content synchronization processing	EU (Netherlands)	Not applicable
Hostinger	Hosting of a technical orchestration component	EU (France)	Not applicable
Resend	Sending of transactional emails	United States	DPF + SCC
PostHog	Product analytics (pseudonymized)	EU (Germany)	Not applicable
ElevenLabs	Transcription of voice messages	United States	SCC
Stripe	Subscription payment and billing (Administrator’s name, email, billing address, VAT number; card data processed by Stripe only)	United States / EU (Ireland)	DPF + SCC
Cloudflare	Anti-bot protection of the account request form (Turnstile: IP address and technical browser signals)	United States	DPF + SCC