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End User License Agreement (CLUF)

License terms for installing and running the Excel add-in.

Last updated: April 22, 2025

END-USER LICENSE AGREEMENT (EULA) – COPILOT AUDIT

Last updated: December 8, 2025

PLEASE READ CAREFULLY: THIS DOCUMENT IS A LEGALLY BINDING CONTRACT.

Welcome to Copilot Audit! Before using our Excel add-in (the “Software”), please read this End-User License Agreement (the “EULA”) carefully. It sets out your rights and obligations regarding the use of the Software provided by NEXT BP (“we”, “us”, “our”).

BY INSTALLING, ACCESSING OR USING THE SOFTWARE, YOU (“you”, “your”) AGREE TO BE BOUND BY ALL TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL, ACCESS OR USE THE SOFTWARE.

1. LICENSE OF USE

1.1 Grant of License
Subject to payment of your subscription and your continuous compliance with this EULA, we grant you a personal, limited, non-exclusive, non-transferable and revocable license to install and use the Software. This license is strictly limited to your internal professional use, in accordance with the subscribed plan. Important: the Software is licensed, not sold.

1.2 Term
Your license is valid for the term of your active subscription period. It will automatically expire if your subscription is not renewed.

1.3 Your Users
If you allow employees or collaborators (“End Users”) to use the Software under your license, you are fully responsible for their access to the Software and for their compliance with this EULA.

1.4 Use by Affiliates
You may extend the use of the Software to your Affiliates, provided that they comply with this EULA. You remain the primary license holder vis‑à‑vis us and guarantee that your Affiliates comply with this EULA.

1.5 Reserved Rights
All rights not expressly granted to you in this EULA are reserved by NEXT BP. The Software is protected by copyright, trademark and other intellectual property laws and international treaties.

1.6 Restrictions
Unless expressly authorized by us, you must not:

  • copy, modify, adapt, translate, reverse engineer, decompile or disassemble the Software, or attempt to discover its source code;
  • use the Software without a valid, paid subscription;
  • rent, lend, sell, sublicense, distribute or transfer the Software to any third party;
  • integrate the Software with third‑party technologies in a way that would impose additional licensing obligations on us;
  • circumvent any technical protection measures of the Software;
  • use components of the Software separately;
  • use the Software for any illegal, fraudulent or unauthorized purpose.

1.7 Your Feedback
If you provide us with suggestions, ideas or feedback (“Feedback”) regarding the Software, you do so voluntarily. You grant us a worldwide, perpetual, irrevocable, royalty‑free, non‑exclusive license to use, copy, modify, distribute and commercially exploit such Feedback in any manner, without any obligation to you.

1.8 Acceptable Use and Types of Data
You are solely responsible for the content of the data and documents you submit to the Software. Unless we expressly agree in writing, you agree not to use the Software to process:

  • special categories of personal data within the meaning of the GDPR (including, but not limited to, health data, political opinions, religious or philosophical beliefs, biometric or genetic data, sexual orientation), where such processing is not strictly necessary or not properly safeguarded;
  • information subject to special confidentiality or secrecy regimes (state secrets, classified information, etc.);
  • any illegal, fraudulent content or content for which you do not have the necessary rights.

You warrant that you have all necessary rights and legal bases to submit such data to the Software.

2. SUBSCRIPTION AND PAYMENT

2.1 Subscription and Single Plan
Use of the Software requires an active subscription. We currently offer a single subscription plan, whose characteristics (price, term, features) are described on our website or in your account area. We may update these characteristics in accordance with Section 10 (Changes), subject to any required prior notice under applicable law.

2.2 Payment Processing via Stripe
Subscription payments are processed securely by our payment service provider Stripe. By subscribing, you agree that your payments are governed by Stripe’s terms and privacy policy. We do not store your full credit card details.

2.3 Taxes and VAT
Prices are shown exclusive of tax, unless indicated otherwise. VAT and any other applicable taxes are calculated and collected by Stripe based on the information you provide (including your country and, where applicable, your VAT number). You remain responsible for the accuracy of this information.

2.4 Automatic Renewal
Unless you cancel your subscription before the end of the current term, your subscription will automatically renew for a new period of the same length, using the payment method registered with Stripe.

2.5 Late or Failed Payment – Suspension of Access
In case of non‑payment, late payment or failed charge (expired card, bank refusal, etc.), we may:

  • notify you of the situation and invite you to remedy it;
  • temporarily suspend access to the Software until payment is regularized;
  • terminate this EULA in accordance with Section 8.

During suspension, access to the Software may be partly or fully blocked.

2.6 No Document Quotas
Your subscription does not include any document or page quotas limiting your use of the Software. However, we may implement reasonable technical safeguards (temporary rate‑limits, abuse control, etc.) to ensure the security, stability and performance of the service for all customers.

2.7 Refunds
Unless mandatory law provides otherwise, subscription fees already paid are non‑refundable.
On an exceptional basis, we may consider a refund if both of the following conditions are met:

  1. you have made no effective use of the Software (no document processing, no server‑side functionality used); and
  2. this absence of use has generated no variable cost on our side (for instance, OCR costs, AI compute or infrastructure costs).

Any decision to refund remains at our sole discretion.

3. DATA, PRIVACY AND SECURITY

3.1 Mutual Confidentiality
If we exchange non‑public information designated as confidential (or which should reasonably be considered confidential), each party agrees to protect it and not disclose it to third parties, except where required by law or as necessary to perform this EULA (e.g. to subprocessors bound by confidentiality obligations).

3.2 Protection of Your Personal Data
We process your personal data in accordance with our Privacy Policy. By using the Software, you consent to this processing. We invite you to read the Privacy Policy carefully.

3.3 International Data Transfers (GDPR)
If NEXT BP or its key subprocessors (such as payment or infrastructure providers) transfer Personal Data outside the European Economic Area (EEA) to a country not deemed to provide an adequate level of protection by the European Commission, we will ensure that such transfer is covered by appropriate safeguards under the GDPR (e.g. Standard Contractual Clauses). Additional information can be provided upon request.

3.4 Security of Processing and Technical Sub‑processors
We implement reasonable technical and organizational measures to protect your data, including encryption of communications (TLS) and access controls.

Certain operations may be performed on specialized infrastructure provided by subprocessors, such as:

  • Hetzner Online GmbH for hosting our servers in Europe;
  • Modal.com for providing GPU compute resources necessary for OCR processing and certain automated operations.

These subprocessors act on our behalf and are contractually bound to security and confidentiality obligations in line with applicable data protection law.

3.5 Ephemeral Processing of Documents
The content of documents you submit for processing (for instance via OCR) is processed on our servers only for as long as needed to perform the requested task. We do not permanently store the content of your documents after the processing is completed, except for temporary, technical purposes (caching, operational logs) which are managed securely and regularly purged.

4. INTELLECTUAL PROPERTY

The Software, its code, structure, look and feel, all related content (documentation, etc.) and the “Copilot Audit” brand are and will remain the exclusive property of NEXT BP and its licensors. This EULA grants you no intellectual property rights over the Software, only a limited right of use as described herein.

5. WARRANTY DISCLAIMER

5.1 General
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXT BP DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL OPERATE UNINTERRUPTED OR ERROR‑FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU USE THE SOFTWARE AT YOUR OWN RISK.

5.2 Results and Performance
We do not warrant the accuracy, completeness or relevance of the results generated by the Software, nor their suitability for any particular purpose.

5.3 No Audit, Accounting or Legal Advice
The Software is designed as a tool to assist with analysis and audit. It does not provide audit, accounting or legal opinions in any professional or regulatory sense. You remain solely responsible for:

  • interpreting the results provided by the Software;
  • the conclusions you draw from those results;
  • the reports, deliverables or decisions you make based on them.

Where necessary, you must have these elements reviewed by appropriately qualified professionals (auditors, chartered accountants, lawyers, etc.).

6. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NEXT BP ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR YOUR USE OF THE SOFTWARE (WHATEVER THE CAUSE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO NEXT BP FOR THE SOFTWARE LICENSE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL NEXT BP OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities; in that case, these limitations may not fully apply to you.

7. INDEMNIFICATION

7.1 Your Indemnification
You agree to indemnify, defend and hold harmless NEXT BP and its officers, employees and agents from and against any claims, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising from (a) your breach of this EULA, or (b) your use of the Software (except where the claim is directly caused by an intellectual property infringement by the Software itself as described below).

7.2 Our Indemnification
We will defend you against any third‑party claim alleging that the Software, as provided by us and used in accordance with this EULA, directly infringes such third party’s patent, copyright or trademark. Our obligations are subject to you promptly notifying us of the claim and allowing us to control the defense. This constitutes your sole and exclusive remedy for any intellectual property infringement claim related to the Software.

8. TERM, SUSPENSION AND TERMINATION

This EULA takes effect upon your first installation or use of the Software and remains in force as long as your subscription is active.

8.1 Termination by You
You may terminate this EULA at any time by ceasing all use of the Software, uninstalling it and cancelling your subscription in accordance with the applicable subscription terms. Termination does not entitle you to any refund of subscription fees already paid, except in the exceptional cases set out in Section 2.7.

8.2 Suspension or Termination by Us
We may:

  • immediately terminate this EULA if you materially breach any of its provisions;
  • terminate or suspend your license for non‑payment of the subscription;
  • temporarily suspend or restrict access to the Software in case of major technical incident, suspected abusive use or security risk, for as long as is necessary to resolve the issue.

During any suspension, access to the Software may be partly or fully blocked, including in case of delays, errors, anomalies or technical interventions.

8.3 Consequences of Termination – Data Reversibility
Upon termination or expiration of this EULA (for any reason), you must immediately cease all use of the Software and uninstall it from all your devices. The following sections will survive termination: 1.5, 1.7, 3, 4, 5, 6, 7, 8.3, 9, 10, 11.

Before your account is deleted or your subscription terminated, you are responsible for exporting or backing up any data and results you wish to retain (reports, enriched Excel files, settings, etc.). Since the Software does not permanently store the content of submitted documents, we cannot guarantee the recovery of such content afterwards.

As long as your account has not been completely erased from our systems, you may ask us to recover certain information still available (for example basic account or configuration information), within the limits of what is technically feasible and legally permitted. Once the account has been permanently deleted, no recovery can be guaranteed.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This EULA is governed by and construed in accordance with French law, without regard to its conflict of law rules. Any dispute arising out of or in connection with this EULA shall be submitted to the exclusive jurisdiction of the courts of Paris, France. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

10. GENERAL PROVISIONS

10.1 Entire Agreement
This EULA (including our Privacy Policy, the Data Processing Agreement and the specific terms of your subscription) constitutes the entire agreement between you and us regarding the Software and supersedes all prior or contemporaneous communications.

10.2 Independent Contractors
You and NEXT BP are independent contractors. Nothing in this EULA shall be construed as creating a partnership, joint venture, agency or employment relationship.

10.3 Assignment
You may not assign or transfer this EULA or any of your rights or obligations hereunder without our prior written consent. We may assign this EULA without restriction.

10.4 Severability
If any provision of this EULA is held illegal, void or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remainder of the EULA remains in full force and effect.

10.5 No Waiver
Failure by either party to exercise any right provided herein shall not be deemed a waiver of that or any other right.

10.6 Notices
Any notice required or permitted under this EULA shall be in writing (email being acceptable to the addresses provided by each party).

10.7 Force Majeure
Neither party shall be liable for any failure or delay in performance (except payment obligations) due to causes beyond its reasonable control (including natural disasters, war, pandemics, major infrastructure failures, etc.).

10.8 Headings
Section headings are for convenience only and shall not affect the interpretation of this EULA.

10.9 Marketing References
Unless you object in writing, you authorize us to mention your company name and logo as a reference customer on our commercial materials (website, presentations, reference lists), without disclosing confidential information.

10.10 Software Changes
We may evolve the Software (adding, modifying or removing features) to improve the service, fix errors or adapt our offering. We will ensure that such changes do not materially degrade the core features of the subscribed plan, except with reasonable prior notice allowing you, where appropriate, to terminate before major changes take effect.

11. DEFINITIONS

  • “Affiliate” means any legal entity which controls, is controlled by, or is under common control with a party (control meaning ownership of more than 50% of the voting rights or equity).
  • “Order Form” means any order document (online or offline) used to purchase a license to the Software, specifying the subscription, term, etc.
  • “Personal Data” means any information relating to an identified or identifiable natural person, as defined by the GDPR or any other applicable data protection law.
  • “Feedback” means any suggestions, ideas, improvements, comments or other feedback you provide about the Software.
  • “Software” means the Copilot Audit Excel add‑in, including any updates, bug fixes or new versions we may provide.
  • “End User” means any natural person (employee, contractor, etc.) that you authorize to access and use the Software under your license.