1. Scope
These Terms of Sale govern professional transactions entered into with UniXpanse for:
- dataset licensing;
- dataset delivery;
- data preparation and qualification;
- related data services.
They are intended primarily for customers acting for professional purposes.
Specific commercial or technical conditions may be set out in an accepted quotation, purchase order, order form or specific agreement.
Publisher contact: legal@unixpanse.com. Identity details not yet published are listed in the Legal Notice.
2. Contract documents
Depending on the transaction, the contractual documents may include:
- these Terms of Sale;
- an accepted quotation or order;
- a Dataset Licence Agreement;
- technical specifications;
- a Data Processing Agreement where applicable;
- any specific written amendments accepted by both parties.
In case of conflict, the specific agreement prevails over these Terms of Sale to the extent of the conflict.
These Terms of Sale do not constitute the complete dataset licence. Licence scope, permitted uses and restrictions must be set out in a Dataset Licence Agreement or equivalent specific contract.
3. Formation of the contract
A contract is formed when the parties have agreed on the essential contractual terms, including, where applicable:
- dataset scope;
- authorised uses;
- licence duration;
- territory;
- price;
- delivery conditions;
- applicable technical specifications.
A contact form or expression of interest does not constitute an order.
4. Dataset scope
Each licensed dataset is identified by a defined snapshot or equivalent version reference.
The applicable documentation may specify:
- files and assets included;
- format;
- duration;
- metadata;
- transcript or annotation availability;
- quality criteria;
- rights documentation;
- permitted uses;
- restrictions;
- delivery method.
UniXpanse does not guarantee the availability of assets outside the scope expressly agreed in the contract.
5. Price
Prices are determined in the quotation or specific agreement.
Unless otherwise stated, prices are expressed exclusive of VAT.
Applicable VAT is added according to the tax rules applicable to the transaction.
6. Payment
Payment terms are specified in the quotation, invoice or contract.
Unless otherwise agreed, invoices are payable according to the payment period stated on the invoice.
For transactions between professionals, late-payment interest and the legally applicable fixed recovery indemnity apply where required by French law.
7. Delivery
Delivery may be provided through:
- authenticated access;
- signed download URLs;
- secure transfer;
- another agreed technical mechanism.
The delivered content corresponds to the contractual dataset snapshot.
Signed URLs may be temporary and may require continued entitlement under the applicable licence.
8. Dataset licence
A dataset purchase does not automatically transfer ownership of the underlying intellectual-property rights.
Unless otherwise expressly agreed, the customer receives only the licence rights expressly specified in the Dataset Licence Agreement.
The licence may define:
- permitted purposes;
- training;
- fine-tuning;
- evaluation;
- research;
- commercial use;
- territory;
- duration;
- redistribution restrictions;
- sublicensing restrictions;
- derivative-use rules;
- confidentiality requirements.
The customer must comply with those restrictions.
9. Third-party rights
UniXpanse performs rights-related checks according to the applicable sourcing and qualification process.
However, automated or human review cannot constitute an absolute guarantee that no third party will ever assert a claim.
The specific rights representations and warranties applicable to a dataset must be specified in the relevant licence or contract.
10. Customer obligations
The customer must:
- use the dataset only within the authorised scope;
- comply with applicable law;
- respect third-party rights;
- maintain appropriate security;
- not attempt to circumvent access controls;
- not resell or redistribute the dataset where prohibited;
- not use the dataset beyond the agreed licence.
11. Personal data and GDPR
Where a dataset contains personal data, the parties shall determine their respective roles under applicable data-protection law.
Where UniXpanse processes personal data on behalf of the customer, the parties shall execute an Article 28 GDPR Data Processing Agreement before the relevant processing begins.
Such an agreement shall specify, where applicable:
- subject matter;
- duration;
- nature and purpose;
- categories of personal data;
- categories of data subjects;
- documented instructions;
- security measures;
- confidentiality;
- subprocessors;
- assistance with data-subject rights;
- assistance with security and breach obligations;
- deletion or return of data;
- audit and compliance provisions.
An Article 28 DPA is not replaced by the public Privacy Policy. The CNIL expressly recommends a separate contractual framework containing the Article 28 requirements when UniXpanse acts as a processor.
12. Delivery of personal data
Where the licensed dataset contains personal data, the parties must ensure that the intended use is legally authorised.
The customer is responsible for using the dataset only for the purposes covered by the applicable licence and data-protection framework.
13. Liability
To the extent permitted by mandatory law, a specific professional contract may define liability caps and exclusions appropriate to the transaction.
Any limitation must not apply where prohibited by applicable law, including in cases where liability cannot legally be excluded or limited.
14. Force majeure
Neither party shall be liable for failure caused by a force-majeure event within the meaning of Article 1218 of the French Civil Code.
The affected party shall notify the other party within a reasonable period.
15. Termination
The specific contract may provide for termination in the event of:
- material breach;
- non-payment;
- unlawful use;
- unauthorised redistribution;
- serious security breach.
Termination does not automatically extinguish obligations that are expressly intended to survive termination, including confidentiality, payment, intellectual-property and applicable data-protection obligations.
16. Governing law and jurisdiction
These Terms are governed by French law.
For disputes between professionals, the competent court is determined according to applicable French law and the jurisdiction clause contained in the specific contract where valid.
Mandatory rules applicable to the parties remain unaffected.
Notices: legal@unixpanse.com.
Last updated: 24 August 2026.