These terms of sale (the “Terms”) are entered into between OGIRY, an EURL (French single-member limited liability company) with share capital of 21 euros, registered with the Lyon Trade and Companies Register (RCS Lyon) under number 978 960 672, 254 rue Vendôme, 69003 Lyon (“OGIRY”), and any legal entity or natural person acting for professional purposes who subscribes to the Marcel OS service (the “Customer”).
Article 1 — Definitions
Service or Platform: the Marcel OS software provided by OGIRY as software as a service (SaaS), accessible online, together with its subsequent versions.
Marcel: the artificial intelligence assistant built into the Service.
Workspace: a company’s working environment within the Service (strategy, goals, projects, actions, documents, team).
User: any natural person holding an account that gives access to a Workspace, whatever their role (business owner, co-leader, team member, consultant).
Consultant: an independent professional who supports one or more companies and works in their Workspace.
Beneficiary Company: the company on whose behalf a Subscribing Consultant (Article 8.2) operates a Workspace.
Plan: the subscription plan taken out by the Customer, as described at the time of subscription.
Discovery Offer: the free access to the Service described in Article 5.
Order: the online subscription process or the quotation accepted by the Customer.
Customer Content: the data, text, documents and information entered, imported or uploaded into the Service by the Customer or its Users.
Generated Content: the text and suggestions produced by Marcel in response to Users’ requests.
Customer Data: all Customer Content and Generated Content.
Article 2 — Purpose and scope
2.1 These Terms govern access to and use of the Service, whether for a fee, or free of charge under the Discovery Offer or a free trial.
2.2 The Service is intended exclusively for professionals. By subscribing or opening an account, the Customer declares that it is acting for purposes that fall within the scope of its professional activity; the provisions of the Code de la consommation (French Consumer Code) do not apply to it, including in particular the right of withdrawal.
2.3 These Terms prevail over any document issued by the Customer, in particular its general terms of purchase. Special terms (quotation, purchase order) may derogate from them; in that case, the special terms prevail solely on the points they address.
2.4 The following do not fall within the scope of these Terms and are governed by separate documents: human support services (engagement letter) and the affiliate programme (affiliate terms).
2.5 For customers who previously contracted with THE TANDEM SAS, acceptance of these Terms constitutes agreement to the substitution of OGIRY as contracting party, in accordance with Article 1216 of the Code civil (French Civil Code).
Article 3 — Contractual documents
The contract consists of the following documents, in decreasing order of precedence: (i) any special terms; (ii) the Personal Data Processing Agreement (Appendix 1), which prevails in all matters relating to personal data; (iii) these Terms; (iv) the description of the Plan and the prices in force at the time of the Order.
Article 4 — Subscription and acceptance
4.1 Subscription takes place online, by creating an account, or by accepting a quotation. The Customer accepts these Terms by ticking the box provided for that purpose, upon subscription or, for the Discovery Offer, upon first login; the accepted version and the date of acceptance are recorded.
4.2 The person subscribing declares that they have the authority to bind the Customer.
4.3 Upon first login, each invited User accepts the rules of use set out in Article 12 and acknowledges the Privacy Policy.
4.4 OGIRY may refuse a subscription for a legitimate reason, in particular a previous dispute or use contrary to these Terms.
Article 5 — Discovery Offer and free trial
5.1 Discovery Offer. OGIRY offers free access to the Service, with no payment method required and no time limit, covering: the first working session (the diagnostic of the company), the resulting Review and access to view it. The other functions of the Service remain visible, but can only be used with a paid Plan.
5.2 First working session without an account. The first working session can be carried out before an account is created. A first working session that is not linked to any account is deleted after thirty (30) days.
5.3 Applicable terms. These Terms apply to the Discovery Offer, with the exception of Articles 9 and 10 and Articles 11.1 and 11.2. The Review is produced by Marcel on the basis of the information available: it constitutes neither an audit nor professional advice (Article 13).
5.4 End of access. The User may close their account at any time. OGIRY may modify or end the Discovery Offer by giving thirty (30) days’ notice by email, and may end it with immediate effect in the event of abusive use (multiple accounts, circumvention of limits). Customer Data is deleted within thirty (30) days of the end of access, unless a paid Plan is taken out.
5.5 Upgrading to a paid Plan. Subscribing lifts the limits set out in Article 5.1, and the Customer Data in the Workspace is retained.
5.6 Free trial. OGIRY may also offer a free trial period, the duration and terms of which are stated at the time of subscription. At the end of the trial, access is suspended unless a paid Plan is taken out. Customer Data from a trial that is not converted is deleted within thirty (30) days. OGIRY may end a trial in the event of abusive use (successive trials, multiple accounts).
Article 6 — Description and development of the Service
6.1 The Service makes it possible, in particular, to formalise and challenge the company’s strategy, to break it down into goals, projects and actions, to produce documents and to interact with Marcel. Its features are described on the Site and in the application.
6.2 The Service is continuously evolving. OGIRY may add, modify or withdraw features. If a modification substantially degrades an essential feature of the Plan during a current period, the Customer may terminate without charge within thirty (30) days of being informed of it; the unused prepaid portion is then refunded to the Customer.
6.3 Features flagged as experimental (“beta”) are provided as is, with no commitment that they will be maintained.
Article 7 — Workspaces, Users and access
7.1 The Customer administers its Workspace: it invites Users, chooses their role and removes access, in particular when an employee leaves or an engagement ends. The Customer is answerable for the acts performed by its Users.
7.2 Login is by means of a one-time link or code sent to the User’s email address. Each access is strictly personal. The Customer ensures the security of the email accounts used and informs OGIRY without delay of any unauthorised use.
7.3 Rights depend on role: leadership and consultants write in the Workspace; team members view the strategy and work on their actions. Each User’s history of exchanges with Marcel is their own and is not visible to other Users.
Article 8 — Consultants
8.1 Invited Consultant. A Consultant invited into a Customer’s Workspace accesses it without being a customer of OGIRY. The Consultant is subject to the rules of use set out in Article 12. Their relationship with the Customer (engagement, fees) is outside OGIRY’s concern.
8.2 Subscribing Consultant. A Consultant may subscribe in their own name in order to operate Workspaces for the benefit of Beneficiary Companies. The Consultant is then the Customer within the meaning of these Terms and is solely liable for the sums owed to OGIRY. The Consultant is free to invoice their own clients; OGIRY is not a party to that relationship. The Subscribing Consultant warrants that they: (i) have a contract with each Beneficiary Company authorising them to use the Service on its behalf; (ii) have informed it of these Terms and of the processing of its data; (iii) have, where necessary, entered into an agreement with it that complies with Article 28 of the GDPR (the EU General Data Protection Regulation), OGIRY then acting as sub-processor.
8.3 Takeover of a Workspace. At the end of the Subscribing Consultant’s contract, or at the end of their relationship with a Beneficiary Company, the Beneficiary Company may request to take over its Workspace by subscribing directly with OGIRY. The Consultant accepts this transfer in advance; it takes place once the Beneficiary Company has provided proof of its identity and of its connection to the Workspace.
8.4 The Consultant is neither an authorised representative (mandataire) nor an agent of OGIRY and cannot bind OGIRY in any way.
Article 9 — Prices
9.1 Prices are those of the Plan in force at the time of the Order, as displayed on the Site, in the application or in the quotation. They are expressed in euros excluding tax; VAT is charged in addition at the applicable rate.
9.2 OGIRY may change its prices. Any change is notified to the Customer at least thirty (30) days in advance and applies from the next renewal period. A Customer who refuses the change may terminate before it takes effect.
9.3 An upgrade to a higher Plan takes effect immediately, pro rata for the current period; a downgrade to a lower Plan takes effect on the next renewal date.
Article 10 — Invoicing and payment
10.1 The price is payable in advance for each subscription period, by bank card or SEPA direct debit through OGIRY’s payment service provider, or, where so agreed, by bank transfer within thirty (30) days of the invoice date. Where payment is made by card or direct debit, the Customer authorises the recurring payments corresponding to its subscription.
10.2 Invoices are issued electronically and made available to the Customer.
10.3 Any late payment automatically gives rise, without prior formal notice, to late-payment penalties equal to three (3) times the statutory interest rate, together with a fixed indemnity for recovery costs of forty (40) euros (Article L.441-10 of the Code de commerce, the French Commercial Code), without prejudice to additional compensation upon presentation of supporting evidence.
10.4 If a formal notice remains without effect for fifteen (15) days, OGIRY may suspend access to the Service and then terminate the contract under the conditions set out in Article 11.4.
10.5 Any dispute concerning an invoice must be raised in writing within thirty (30) days of its issue. Unless otherwise stipulated, sums paid are non-refundable.
Article 11 — Term, renewal and termination
11.1 Monthly subscription. Entered into for one (1) month, it is tacitly renewed for successive periods of one month. It may be terminated at any time, with effect at the end of the current month.
11.2 Annual subscription. Entered into for twelve (12) months, it is tacitly renewed for successive periods of twelve months, unless notice of termination is given at least one (1) month before the renewal date.
11.3 Procedure. Termination is carried out from the account settings when this function is available, or by email to [email protected]. OGIRY acknowledges receipt.
11.4 Termination for breach. In the event of a serious breach by either party that has not been remedied thirty (30) days after formal notice, the other party may terminate the contract as of right. Termination is immediate in the event of a breach of the security of the Service or of manifestly unlawful use.
11.5 Effects. The end of the contract terminates access, subject to Article 21. Sums that have fallen due remain payable. No refund is due, except in the case of termination for breach by OGIRY, in which case the unused prepaid portion is refunded.
Article 12 — Rules of use
These rules are binding on the Customer and on each User. It is prohibited:
- to use the Service for unlawful purposes, or to enter or generate content that is unlawful, defamatory or misleading or that infringes the rights of third parties;
- to enter sensitive data within the meaning of Articles 9 and 10 of the GDPR (health, opinions, criminal convictions, etc.), except where there is a compelling need and under the sole responsibility of the Customer;
- to attempt to gain unauthorised access to a Workspace, an account or OGIRY’s systems, or to circumvent access restrictions;
- to decompile or reverse-engineer the Service, except in the cases permitted by Article L.122-6-1 of the Code de la propriété intellectuelle (French Intellectual Property Code);
- to extract the content of the Service by automated or bulk means, or to use the Service to design a competing service;
- to resell the Service or make it available to third parties, except in the case of the Subscribing Consultant (Article 8.2);
- to seek to circumvent the usage rules of the artificial intelligence providers on which Marcel relies, or to place an abnormal load on the Service.
In the event of manifestly abnormal use of Marcel in relation to the Plan subscribed to, OGIRY may, after informing the Customer, limit its volume.
Article 13 — Marcel and artificial intelligence
13.1 How it works. Marcel relies on artificial intelligence models supplied by a third-party provider, which are queried exclusively from OGIRY’s servers. OGIRY may change provider or model; the up-to-date list is set out in Appendix 1.
13.2 Nature of the output. Generated Content is produced automatically and may be inaccurate, incomplete or unsuitable. It is an aid to thinking and drafting, and not legal, tax, accounting, financial, employment or human resources advice. The Customer checks it before any use and remains solely responsible for the decisions it takes and the content it publishes.
13.3 No training. Customer Data is not used to train artificial intelligence models, either by OGIRY or by its provider.
13.4 Reading web pages. When a User provides a web address, Marcel may read its content, which it treats as information to be analysed. The Customer warrants that it has the right to use the content provided in this way.
13.5 Uploaded documents. Documents uploaded for analysis (the “Une idée, un doc ?” feature, meaning “Got an idea, or a doc?”) are processed for the duration of the analysis and are not retained afterwards; only their name is recorded.
13.6 Voice dictation. Dictation is an optional feature that relies on the speech recognition of the User’s browser. Depending on the browser, the audio may be processed by the browser’s publisher (for example Google for Chrome), under its own terms. OGIRY receives only the transcribed text.
13.7 Connection to third-party tools (MCP). On request, support may issue a token enabling a third-party tool chosen by the Customer to read the data in its Workspace. Data transmitted in this way leaves OGIRY’s scope and is the responsibility of the Customer and of that tool.
13.8 Excluded uses. The Customer shall not use the Service to take decisions based solely on automated processing that produce legal or significant effects concerning individuals (Article 22 of the GDPR), in particular in matters of recruitment, assessment, promotion or termination of employment contracts, nor, more generally, for any use classified as “high-risk” by Regulation (EU) 2024/1689 on artificial intelligence (the EU AI Act).
13.9 Fair use. Use of Marcel is included in the price of the Plan for ordinary professional use related to the activity of the Workspace. In order to preserve the quality of the Service for all Customers, in the event of exceptionally high consumption compared with the use observed for comparable Workspaces, or of automated or bulk use or use unrelated to the Customer’s business, OGIRY may: (i) inform the Customer and invite it to adjust its use; (ii) if the use is not adjusted within a reasonable time, temporarily and proportionately limit the volume of requests sent to Marcel; (iii) offer the Customer a suitable Plan or terms. No overage is charged without the Customer’s prior and express consent. This policy covers only the processing carried out by Marcel from OGIRY’s servers: the use of Claude, ChatGPT or any other third-party assistant connected to the Service is governed by the terms and subscription that the Customer or User has taken out with its publisher.
Article 14 — Intellectual property
14.1 OGIRY’s rights. The Service, its software and databases, the CED method and framework, the template catalogues, Marcel’s instructions, the editorial content and the trademarks are the exclusive property of OGIRY or its licensors. OGIRY grants the Customer, for the term of the contract and worldwide, a personal, non-exclusive and non-transferable right of access and use, limited to its internal needs (and those of its Beneficiary Companies in the case of Article 8.2). Viewing Marcel’s instructions in the application does not confer any right to reuse them outside the Service.
14.2 Customer Content. The Customer retains all its rights in Customer Content. It grants OGIRY, for the term of the contract and of the reversibility period, the right to host, reproduce and adapt Customer Content and to transmit it to OGIRY’s subcontractors, strictly to the extent necessary to provide the Service.
14.3 Generated Content. To the extent that Generated Content is capable of protection, OGIRY assigns to the Customer, as and when it is generated, all economic rights (droits patrimoniaux) in it — rights of reproduction, public performance, adaptation, translation and exploitation, on all media and by all means — worldwide and for the entire term of protection, this assignment being included in the price of the Plan. OGIRY’s pre-existing elements incorporated into Generated Content (the structure of a template, a method) are subject to a perpetual, royalty-free licence of use within that Content only. Given the way it is produced, OGIRY guarantees neither the originality nor the exclusivity of Generated Content, and the Customer checks that it does not infringe the rights of third parties before any public use.
14.4 Suggestions. OGIRY may freely use suggestions for improvement made by the Customer or its Users, without consideration.
14.5 Aggregated data. OGIRY may produce and use anonymised, aggregated statistics on the use of the Service (traffic, performance, adoption of features), which do not make it possible to identify the Customer, the Users or the content of Customer Data.
14.6 Customer reference. OGIRY may cite the Customer’s name and logo as a commercial reference, unless the Customer objects, which it may do at any time by email.
Article 15 — Confidentiality and access to Customer Data
15.1 Each party keeps confidential the non-public information received from the other party, for the term of the contract and for five (5) years after its end, except for information that has entered the public domain, was already known, was lawfully received from a third party or whose disclosure is required by law or by an authority.
15.2 OGIRY accesses Customer Data only to provide the Service, respond to a support request from the User, ensure the security of the Service or comply with a legal obligation. Such access is restricted to authorised personnel bound by confidentiality and limited to the purpose and duration of the intervention.
Article 16 — Personal data
16.1 OGIRY acts as controller for data relating to accounts, invoicing, the commercial relationship, support, security and its own prospecting. This processing is described in the Privacy Policy.
16.2 For personal data contained in Customer Data, the Customer acts as controller (or as processor on behalf of the Beneficiary Company, in the case of Article 8.2) and OGIRY acts as processor, under the conditions set out in Appendix 1.
16.3 The Customer warrants that it has a legal basis for the data it enters, that it informs the data subjects — in particular the employees who appear in the Team profiles and the people it invites — and that, where applicable, it informs and consults its employee representative bodies before rolling out the Service to its teams.
Article 17 — Availability, maintenance and support
17.1 OGIRY endeavours to make the Service accessible 24 hours a day, 7 days a week, under an obligation of means (best-endeavours obligation), with no commitment to an availability rate. The status of the services can be checked online.
17.2 Planned maintenance operations are, as far as possible, carried out outside business hours and announced in advance. Urgent maintenance may take place without notice.
17.3 Support is available on business days through the channels indicated in the application’s “Aide & Ressources” (Help & Resources) menu.
17.4 Access to the Service requires an internet connection and a recent browser, which are the Customer’s responsibility.
Article 18 — Security
OGIRY implements appropriate technical and organisational measures to ensure the security and confidentiality of Customer Data, as described in Appendix 1. The Customer ensures the security of its workstations, its email accounts and the management of its Users’ access.
Article 19 — Liability
19.1 OGIRY is bound by an obligation of means.
19.2 OGIRY is not liable for: use of the Service that does not comply with these Terms; Customer Content; decisions taken or content published on the basis of Generated Content; third-party services chosen by the Customer (connected tools, browser, email); failures of telecommunications networks.
19.3 OGIRY is not liable for indirect damage, such as loss of revenue, profit, customers or opportunity, or damage to reputation.
19.4 For all causes combined, OGIRY’s liability is limited to the amount, excluding tax, actually paid by the Customer in respect of the twelve (12) months preceding the event giving rise to liability. Under the Discovery Offer or a free trial, it is limited to one hundred (100) euros. The parties acknowledge that the price of the Plan reflects this allocation of risk.
19.5 These limitations do not apply in the event of gross negligence (faute lourde) or wilful misconduct (faute dolosive), personal injury, or where prohibited by law.
19.6 Any liability claim against OGIRY must be brought within one (1) year of the event giving rise to it.
Article 20 — Suspension
OGIRY may suspend all or part of the access to the Service, in a proportionate manner: in the event of a risk to the security of the Service, a breach of the rules of use, non-payment under the conditions set out in Article 10.4, or on the order of an authority. OGIRY informs the Customer and restores access as soon as the cause has ceased. Suspension does not relieve the Customer of the obligation to pay the sums due.
Article 21 — Reversibility
21.1 Throughout the term of the contract, the Customer may export its data from the application, in the formats offered.
21.2 At the end of the contract, the Customer may, for thirty (30) days, ask OGIRY to export its Customer Data in the available formats.
21.3 Customer Data is then permanently deleted no later than ninety (90) days after the end of the contract, including backups. OGIRY provides a certificate of deletion on request. Data that OGIRY must retain under a legal obligation (in particular for invoicing) is excluded.
21.4 Any migration assistance beyond these services is subject to a quotation.
Article 22 — Force majeure
Neither party is liable for a failure resulting from an event of force majeure within the meaning of Article 1218 of the Code civil, including a widespread failure of networks or of an infrastructure provider beyond its reasonable control. If the impediment lasts more than thirty (30) days, either party may terminate the contract without compensation.
Article 23 — Subcontracting and assignment
OGIRY may subcontract all or part of the Service, in compliance with Appendix 1. OGIRY may assign the contract to a company that it controls, that controls it or that is under common control with it, or in connection with a transfer or contribution of all or part of its business; the Customer consents to this in advance (Article 1216 of the Code civil) and is informed of it. The Customer may not assign the contract without OGIRY’s written consent, subject to Article 8.3.
Article 24 — Changes to the Terms
OGIRY may amend these Terms. Any amendment is notified at least thirty (30) days before it takes effect, by email or in the application, and a new acceptance is requested at the next login. A Customer who refuses the amendment may terminate without penalty before it takes effect; the unused prepaid portion is then refunded to the Customer. Amendments required by law or by the security of the Service apply immediately.
Article 25 — Evidence and notices
OGIRY’s computer records (time-stamped acceptances, login logs, histories) are authoritative between the parties, unless proven otherwise. Notices are validly sent by email to the Customer’s account address and, for OGIRY, to [email protected].
Article 26 — General provisions
Failure to rely on a provision does not constitute a waiver of it. The invalidity of a provision does not affect the other provisions. The parties are independent of each other. The contract constitutes the entire agreement between them on its subject matter. In the event of a translation, the French version prevails.
Article 27 — Governing law and disputes
The contract is governed by French law. In the event of a dispute, the parties shall seek an amicable solution for thirty (30) days from the notification of the dispute by either of them. Failing agreement, exclusive jurisdiction is conferred on the tribunal des activités économiques de Lyon (Lyon Economic Activities Court) (or any commercial court that may succeed it), including for summary proceedings (référé) and in the event of multiple defendants or third-party claims for indemnity (appel en garantie).
Marcel OS — Version 1.2 of 2 November 2026 — OGIRY, RCS Lyon 978 960 672