Terms

Published at Jan 14, 2025 · Last edited Dec 10, 2025

GENERAL TERMS AND CONDITIONS OF USE OF THE DATAMARKIN SOLUTION

DATAMARKIN has developed and operates a solution enabling the creation of custom machine learning models based on artificial intelligence or the use of ready-to-use learning models.

THE RIGHT TO USE THE SOLUTION IS SUBJECT TO THESE GENERAL TERMS AND CONDITIONS.

Article 1. DEFINITIONS

In the Contract, terms and expressions identified with a capital letter have the meaning indicated below, whether used in singular or plural form:

Client: any natural or legal person designated in the Order, using the Solution for professional purposes, having the capacity to contract, who commits according to the Contract.

Order: any order by the Client, expressly accepted by DATAMARKIN, for the right to use the Solution, and constituting the contract between the Client and DATAMARKIN together with these General Terms and Conditions.

Account: space accessible on the Solution, which any Client and/or User may create, and from which they may use the Services.

General Terms and Conditions: these general terms and conditions of use of the Solution and any document annexed to or referred to in these general terms and conditions.

Contract: the combination of the Order and the General Terms and Conditions.

DATAMARKIN: DATAMARKIN company, a simplified joint-stock company (société par actions simplifiée), registered under number 891 856 676 in the Trade and Companies Register of Marseille, FRANCE, with its registered office at 118 boulevard Baille, 13005 Marseille, represented by its acting President.

Documentation: paper and/or electronic documentation concerning the Solution.

Client Data: data, images and information provided by the Client, intended to be used, stored and/or processed by the Solution or for the purpose of using the Solution.

DATAMARKIN Data: algorithms, data and information possibly provided by DATAMARKIN in connection with the use of the Solution, enabling the implementation of the Services offered in connection with the use of the Solution, whether publicly available data or data acquired or produced by DATAMARKIN to make available in connection with the use of the Solution.

Data: Client Data, DATAMARKIN Data and Reports.

Personal Data: Client Data that enables the designation or identification, directly or indirectly, of a natural person, within the meaning of Law No. 78-17 of January 6, 1978, as amended, known as the Data Protection Act (Informatique et Libertés) and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016 (known as "GDPR"), this regulatory framework being hereinafter referred to as "Applicable Regulations."

Credentials: usernames and passwords chosen by the User that allow them to access the Solution.

Prerequisites: IT infrastructure, hardware and any other specification and/or instruction that the Client must implement, particularly concerning Client Data, to enable the correct use of the Solution, including Client Data formats. The Prerequisites may evolve during the use of the Solution.

Reports: all information, statistics, data, analyses and results resulting from the use of the Solution and provided to the Client pursuant to the Contract.

Service(s): service provisions associated with the provision of the Solution, in particular the Custom AI Service, Training, Deployment, Labeling and/or the Ready-to-Use AI Service. These services include notably the hosting of the Solution, the maintenance of the platform in operational conditions and any service expressly mentioned in the Order.

Custom AI Service: service provision for the creation and use of custom artificial intelligence learning models based on Client Data according to criteria determined by the Client.

Ready-to-Use AI Service: service provision for the use of ready-to-use artificial intelligence learning models for the recognition of predetermined objects in images within Client Data (subject to available models).

Solution: software (web application), developed and hosted by DATAMARKIN and accessible remotely via the address datamarkin.com including all its improvements and updates, for which a right of use is granted to benefit from the Service(s) specified in the Order, according to the terms of this Contract.

User: means any employee of the Client accessing and using the Solution. The Client guarantees compliance with this Contract by Users in connection with the use of the Solution.

Article 2. PURPOSE OF THE CONTRACT

These General Terms and Conditions, together with the Order, are intended to define the terms and conditions of use of the Solution by the Client and Users and the provision of Services.

The use of the Solution is subject to acceptance of and compliance with the Contract.

Acceptance of the General Terms and Conditions and the Order by one of its employees or collaborators is deemed to be made in the name and on behalf of the Client by a duly authorized person.

The Contract prevails over any other document issued by DATAMARKIN or the Client, in particular over any purchasing conditions of the Client that have not been expressly accepted by DATAMARKIN, and cancels and replaces any written or oral agreement entered into between the Parties having the same purpose.

The indications or restrictions contained in the Documentation or on the Solution, in particular the instructions for use of the Solution or release notes, govern its use in addition to this Contract.

Article 3. OPERATION OF THE SOLUTION

Description of the Solution and Services

The Solution provides access to two different Services, which do not offer the same functionalities:

Custom AI Service: allows Users, based on Client Data and possibly DATAMARKIN Data, to create models for the analysis of images from Client Data in order to generate Reports according to parameters and criteria selected by the User, determined by the Client during a model learning phase in which the User imports data into the Solution, applying parameters to it, to then allow the learning model to automatically assign these parameters to new data imported by the Client.
Ready-to-Use AI Service: allows Users, based on Client Data and possibly DATAMARKIN Data, to use preconfigured AI models to analyze images from Client Data in order to generate Reports enabling the recognition of predetermined objects in images from Client Data. Reports will be generated based on the models available in the Solution.

Client Data must be entered and/or imported by Users on the forms available in the Solution (or via an import tool made available by DATAMARKIN at the Client's request and subject to a separate written agreement).

The provision of the Solution to the Client includes hosting and maintaining the Solution in operational condition, as detailed in this Contract.

DATAMARKIN may freely subcontract all or part of its obligations to one or more partner(s) of its choice and remains responsible for their performance. DATAMARKIN's subcontractors having access to or processing the Client's Personal Data are subject to the provisions set out in Appendix 1.

Unless otherwise stipulated, this Contract does not include configuration, adaptation, customization, migration of existing data, or the suitability of the Solution to the Client's specific needs.

Any other service requested by the Client, not included in these General Terms and Conditions or the Order, must be the subject of an Order by the Client and may be invoiced additionally at DATAMARKIN's current rates or according to an agreed quote.

DATAMARKIN reserves the right to modify the Solution, in particular by making new functionalities available, by modifying or removing certain functionalities, or by changing the applicable rates after informing the Client. In the event of disagreement over a price change or a major functionality, the Client may terminate the Contract without compensation other than, where applicable in the case of annual payment, the pro rata temporis refund of sums paid for the period following the effective date of termination.

Access to the Solution

The Solution allows Clients and/or Users to create an Account to use the Solution and Services.

To create an Account, the Client and/or User must follow the steps below:

Provide the User's surname, first name, and email address.
Choose a password and confirm it.

The Solution is then accessible using the Credentials chosen by the User when creating their Account.

The Client acknowledges that the Credentials are strictly personal and confidential. The Client is responsible for their confidentiality and therefore undertakes not to communicate or share them with third parties.

In the event that the Client or a User discloses or uses these elements in a manner contrary to their intended purpose, DATAMARKIN shall be entitled to terminate the Contract. To prevent fraudulent use of the Credentials, the Client undertakes to choose a password ensuring a high level of security in accordance with currently applicable standards and recommendations.

The Client has the option to delete at any time (i) the Client Data (if this deletion occurs after the model learning phase, the deletion of Client Data does not have the effect of deleting the effects of the model learning) or the learning performed by the Solution as part of a custom model. The Client may also choose not to save the Client Data in the Solution after the learning phase and/or after obtaining the Results.

Article 4. FINANCIAL CONDITIONS

Access to the Solution and the provision of Services is subject to the conclusion of an Order and payment of the price.

The prices, the rate of which depends on the options selected, are set in the Order according to the rates in effect, which form an integral part of this Contract. Early termination of the contract or deletion of the account does not entitle the Client to a refund of sums paid.

Certain Services provided by DATAMARKIN may be invoiced in addition to the price agreed in the Order. In this case, the price will be invoiced upon completion of the Services. The payment period is 30 days from receipt of the invoice. No discount is due for early payment.

The means of payment are specified in the Order.

Any late payment in relation to the agreed due date will result in the application of penalties at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, and a fixed minimum compensation for recovery costs of €40, without the need for any prior formal notice, and without this clause preventing any action for the recovery of the debt or the right for DATAMARKIN to suspend access to the Solution or terminate the Contract. All costs resulting from such default shall be or remain borne by the defaulting debtor.

Article 5. OBLIGATIONS OF DATAMARKIN

DATAMARKIN undertakes to implement all reasonable diligence in accordance with professional standards in the provision of access to the Solution and its functionalities, as well as access to the Data. In addition, DATAMARKIN undertakes to use its best efforts to ensure maintenance and hosting, including the security, confidentiality and integrity of Data hosted in connection with the use of the Solution.

DATAMARKIN strives to implement the means to limit the risks of interruption of the Solution and Services and the risks of data loss, as well as, where applicable, to limit the consequences of an error or security flaw in the Solution and to remedy these as soon as possible.

That being said, the Client is aware that no one can guarantee absolute security, nor that the Solution will operate without errors. DATAMARKIN commits to a best efforts obligation (obligation de moyens).

DATAMARKIN shall not be liable for technical constraints related to the specific characteristics of the Internet network or for any interruption that is not attributable to its fault.

The Client is informed that the Service is not a storage or backup service for Client Data. In particular, DATAMARKIN is not responsible for any data loss, and the Client undertakes to regularly back up Client Data by its own means, on its own media. Reports are not retained by DATAMARKIN and must be retained by the Client.

The Client is aware that the generation of Reports based on the Data is automated, based on the developments and expertise of DATAMARKIN in artificial intelligence, image analysis, and the design of the Solution and its functionalities.

The Results are made available for informational purposes only but depend on the Client Data imported, their quality, the number of images provided by the Client for the learning phase, and the criteria selected by the Client during this phase. The Client thus plays a predominant role in the choice of Client Data and information communicated to DATAMARKIN enabling the generation of Reports. Consequently, DATAMARKIN cannot be held liable in the event of inaccuracy of the Reports, which it is the Client's responsibility to verify.

Article 6. OBLIGATIONS OF THE CLIENT

The Client must have the equipment (software and hardware) and Internet access necessary to use the Solution. In general, all technical means, as well as the telecommunications costs enabling access to and use of the Solution, are the exclusive responsibility and sole liability of the Client.

The Solution must be used by the Client in an environment and with Client Data that comply with the Prerequisites. The Client undertakes to comply with these instructions and recommendations as well as any updates communicated subsequently.

The Client undertakes to use the Solution in accordance with its intended purpose and the limitations provided therein. The Client undertakes not to make abusive use of the Solution and not to attempt to circumvent the limitations, for example by systematically deleting Client Data in order not to reach the limits and attempt to obtain unlimited use.

The Client undertakes to use the Solution in compliance with applicable regulations and in particular to fulfill all of its obligations, whether towards its Users or any third party. The Client is solely responsible for the proper completion of all formalities, particularly administrative, tax and/or social formalities, and for all payments of contributions, taxes or duties of any kind incumbent upon it, where applicable, in connection with its use of the Services. DATAMARKIN's liability cannot under any circumstances be incurred in this respect.

The Client guarantees that all information communicated to DATAMARKIN during registration is accurate and up to date. The Client undertakes to update this information in the Solution in the event of any modification.

The Client is responsible for the accuracy of the Client Data provided in connection with the use of the Solution as well as for the absence of any virus or program likely to harm the proper functioning of the Solution and associated infrastructures. With respect to files imported by the Client into the Solution, the Client is responsible for and shall personally handle the retention and backup of the original files on its computer system.

The Client guarantees that the Client Data does not contravene any applicable regulations or any third-party rights (in particular intellectual property rights and personality rights) and that they are not harmful to third parties.

The Client guarantees that it holds all rights (including intellectual property rights where applicable) or has obtained all authorizations necessary for the import of Client Data into the Solution.

THE CLIENT ACKNOWLEDGES AND ACCEPTS THAT IT IS SOLELY RESPONSIBLE FOR THE LAWFULNESS OF ITS CLIENT DATA AND THEIR CONTENT.

The Client hereby indemnifies DATAMARKIN against any claim and/or action based on DATAMARKIN's use of the Client Data in connection with the Solution. In particular, the Client undertakes to indemnify DATAMARKIN against any direct or indirect damage resulting from the Client's breach of this Contract or applicable regulations, including any recourse or action that may be brought against it and their consequences (including compensation, judgments, attorney's fees and legal costs that it would be required to pay, or that would be provided against it under a settlement agreement signed with such third party), notwithstanding any damages that DATAMARKIN may claim by reason of the Client's harmful acts.

The Client acknowledges that, in light of the information received from DATAMARKIN, the Solution and Services meet its business needs and constraints.

Furthermore, the Client authorizes DATAMARKIN to use the Client Data to create its own learning models and improve the Solution and Services, without DATAMARKIN using the images and Client Data separately and autonomously.

Article 7. DURATION AND TERMINATION OF THE CONTRACT

The Contract is valid for the duration indicated in the Order.

Upon expiration of the term, the Contract shall be tacitly renewed for a period equal to that of the initial duration, unless terminated by sending a registered letter with acknowledgment of receipt, observing a notice period the duration of which is mentioned in the Order.

In the event that a party breaches the provisions of the Contract, the complaining party may terminate the Contract, automatically, by operation of law and without any formality, 10 days after a formal notice sent in writing by post or electronic means that has remained without effect, without prejudice to any damages that may be claimed from the defaulting party. In particular, the following breaches give rise to the right of termination: failure to fulfill obligations to provide the Solution, non-performance of Services, non-compliance with Appendix 1, non-payment of the price, or any breach of Article 8.

The end of the contract, regardless of the reason, whether early or upon its term, shall result in the cessation of the right to use the Solution, deletion of the access granted to the Client, of the Account, of Client Data and Reports within 30 days from the effective date of termination.

Upon written request to DATAMARKIN made before this deadline, DATAMARKIN may return the Client Data to the Client, under conditions to be agreed upon by the Parties. It is the Client's responsibility to ensure that the exported data returned to them is complete.

Article 8. INTELLECTUAL PROPERTY

The Client acknowledges that copyrights and other rights relating in particular to intellectual and industrial property, patents, trademarks, trade secrets, know-how, ideas, concepts and inventions, any interest, whether or not covered by applicable law, concerning the Solution, including but not limited to all modifications, translations, adaptations, improvements, corrections, updates or new versions, derivative works, compilations, technical know-how, are and remain reserved at all times to DATAMARKIN.

DATAMARKIN grants the Client a right to use the Solution in its executable form. This right of use is personal, limited, temporary, non-transferable and non-exclusive to the Client, under the conditions detailed in the Order, and may not be assigned or lent to other persons. The rights granted under this Contract do not have the effect of transferring to the Client or Users any rights other than those expressly granted hereunder.

Any use not provided for herein is prohibited and, in particular but without limitation, the Client (including Users) undertakes not to (nor authorize a third party to):

use the Solution for purposes other than those provided for in the Contract;
copy, reproduce, alter, adapt, modify in any way whatsoever, translate in any way whatsoever, integrate into another product, all or part of the Solution, create derivative works from the Solution, disassemble or reverse engineer, or attempt to discover the source codes (deemed strictly confidential), including for the purpose of correcting errors, DATAMARKIN alone reserving this right;
infringe in any way whatsoever the rights of DATAMARKIN or the security and protection measures of the Solution;
distribute, grant or sell sublicenses, broadcast, assign, rent, lend, lease, or otherwise transfer for commercial purposes, even free of charge, all or part of the rights conferred hereunder, by any means, to anyone, except with the express prior consent of DATAMARKIN.

Given the method of distribution of the Solution, this Contract constitutes a right of access to the Solution and the Client does not have the right to make a single backup copy thereof.

In the event that a final prohibition on the operation of the Solution is issued, the Parties may terminate the Contract, without further compensation.

Article 9. WARRANTIES AND LIABILITY OF DATAMARKIN

As the Solution falls within the particularly complex field of computer technology and given the current state of knowledge, it cannot materially be tested for all possible uses or operating environments, and no warranty other than those described in the Contract can be assumed.

The operation of the unmodified Solution, correctly used in accordance with the Prerequisites and DATAMARKIN's instructions and regularly updated, is warranted and maintained in conformity with the functional and technical characteristics described in the Documentation, for the duration of the Contract.

The right to use the Solution is granted "as is," without any other warranty of any kind, express or implied, as to its quality, performance or Reports, or as to the absence of infringement of third-party rights.

Being subject to a best efforts obligation (obligation de moyens), DATAMARKIN cannot be held liable for any damage, of whatever nature, resulting from the unavailability of the Solution that is not due to proven fault on the part of DATAMARKIN. In general, DATAMARKIN disclaims all liability related to any malfunction that is not attributable to it, including malfunctions due to the Client's hardware or software or to telecommunications operators providing the Client Data.

Under no circumstances shall DATAMARKIN be liable to the Client for any indirect damages including but not limited to any loss of profit, loss of business, profits, data, records or content, any business interruption or inability to access the Solution outside the cases provided for in the General Terms and Conditions.

The amount of damages for which DATAMARKIN may be held liable, under the conditions provided above, shall be limited to the sum that the Client has actually paid for the provision of the Solution and Services during the twelve (12) month period preceding the event giving rise to the damage.

Neither party shall be liable for any failure to perform its obligations hereunder if such failure results from an act, fact or event beyond its control, more particularly as a result of force majeure, including in particular events recognized as such by case law, and, without limitation: strikes, wars, riots, embargoes, accidents, fires, blockades, natural disasters, including water damage, and weather conditions, epidemics, governmental, regulatory or legislative decisions or any other restriction, disruptions, outages and anomalies affecting transmissions through telecommunications networks, power outages or any other technical difficulty or malfunction of the Internet network, or any other cause beyond the control of either party the effects of which could not be avoided by appropriate measures. Either Party may terminate the Contract if the event continues for a period exceeding 3 months.

Article 10. RESPONSIBILITIES OF THE CLIENT

The Client uses the Solution under its entire and exclusive responsibility.

In particular, the Client is solely responsible for the use it makes of the Solution and the Reports, which are only a tool for performing image classification or recognition of predetermined objects in images based on the Client Data and possibly DATAMARKIN Data. The provision of the Solution does not in any way substitute for the Client's responsibility with regard to its choices concerning the use of Reports or decision-making based on the Reports. In general, the Client acknowledges that the Solution offers an additional but not alternative solution to the means it already uses elsewhere to achieve the same objective, and that the Solution cannot substitute for these other means.

The Client is fully aware that the Reports are the result of the communication of reliable, accurate and up-to-date Data, that Users play a predominant role in the use of the Solution, particularly in the choice of Data and criteria selected for their analysis. Therefore, DATAMARKIN cannot in any way guarantee to the Client that the Reports will be precise, accurate and reliable. They are communicated to the Client for informational purposes only.

Article 11. PROTECTION OF PERSONAL DATA

In principle, the provision by DATAMARKIN and the use by the Client of the Solution do not involve the processing by DATAMARKIN of Personal Data, and the Client undertakes not to communicate Personal Data to DATAMARKIN in this context.

If, however, the Client Data contains Personal Data, the parties agree to subject the processing of such Personal Data by DATAMARKIN as a processor to the provisions set out in Appendix 1.

Article 12. LAW, DISPUTES & JURISDICTION

The contract and the relations between the parties are governed by French law. Any dispute between DATAMARKIN and the Client shall be subject to the exclusive jurisdiction of the court having subject matter jurisdiction within the jurisdiction of DATAMARKIN's registered office, notwithstanding multiple defendants, warranty claims or incidental claims, including for ex parte or summary proceedings.

Article 13. MISCELLANEOUS

If any clause of the Contract proves to be null or unenforceable by virtue of a law or regulation or following an enforceable decision of a court or competent authority, the parties expressly agree that the contract shall not be affected by the nullity of the aforementioned clause and shall endeavor to replace it with terms equivalent to the original intent of the parties.

The failure by either party to require at any time the strict performance by the other party of any provision or condition of the Contract shall not be deemed to constitute a permanent waiver of such provision or condition. Consequently, each party may at any time require strict and full performance by the other party of these General Terms and Conditions.

The Client grants DATAMARKIN the right to use and reproduce the Client's name, corporate name, and logo, for reference purposes only, for any dissemination or use, on the internet (internal website, social networks), or on any commercial medium of DATAMARKIN.

APPENDIX: PROCESSING OF PERSONAL DATA AS PROCESSOR

The purpose of this appendix is to define the conditions under which DATAMARKIN undertakes to carry out, on behalf of the Client, Personal Data processing operations as a processor in connection with the provision of the Solution and Services in the event that the Client Data contains Personal Data.

DESCRIPTION OF PROCESSING

Purpose of processing: The processing of Personal Data under the Contract relates to the use of the Solution for the purpose of performing image analysis and recognition and generating reports on these operations.

Duration of processing: Duration of the Contract + period for the deletion of Client Data and Reports set out in the Contract.

Nature of processing: Collection, recording, analysis, organization, structuring, storage, extraction, consultation, use, communication by transmission, dissemination or any other form of making available, destruction.

Purpose of processing: The processing carried out by DATAMARKIN on behalf of the Client relates to DATAMARKIN's provision to the Client of the Solution and Services, namely hosting and the Services detailed in the Order.

The Client undertakes to communicate to DATAMARKIN the type of Personal Data and data subjects that it transmits to DATAMARKIN in connection with the Services, and is prohibited from importing other types of Personal Data into the Solution.

OBLIGATIONS OF THE PARTIES

In the context of their contractual relations, the parties undertake to comply with the Applicable Regulations.

Obligations of the Client

The Client, as data controller, undertakes to comply with its obligations under the Applicable Regulations with respect to data subjects, in particular to inform them of the use made of their Personal Data. In particular, the Client acknowledges and accepts that it orders and uses the Solution and Services under its own responsibility and personally handles the management of legal and regulatory constraints applicable to its activity. The Client indemnifies DATAMARKIN against the consequences of any action, complaint or claim from a user whose Personal Data would be reproduced and hosted via the Solution, except in the case of fault attributable exclusively to DATAMARKIN.

The Client undertakes to implement appropriate technical and organizational measures in connection with the processing it carries out and with respect to the environment in which the Solution and Services are used, in order to ensure a level of security appropriate to the risks concerning Personal Data.

The Client, who remains solely responsible for the choice of the Solution and Services, must ensure that they have the required characteristics and conditions, in particular to be able to carry out the envisaged Personal Data processing, taking into account the Applicable Regulations and security measures.

Obligations of DATAMARKIN

DATAMARKIN has the status of processor within the meaning of the Applicable Regulations. As such, pursuant to Article 28.3 a) of the GDPR, DATAMARKIN only processes Personal Data on documented instructions from the Client, for the purposes set out in this Appendix and the Contract. The provisions of the Contract and the instructions communicated by the Client in connection with the use of the Solution and Services constitute the Client's instructions. Said instructions must comply with the Applicable Regulations. If DATAMARKIN is required to transfer data to a third country or an international organization under European Union or French law, DATAMARKIN will inform the Client thereof, unless prohibited for important reasons of public interest.

Pursuant to Article 28.3 b) of the GDPR, DATAMARKIN ensures that persons authorized to process Personal Data undertake to respect the confidentiality of such Personal Data and are made aware of Personal Data protection matters. Access to personal data is strictly limited to DATAMARKIN's employees and agents authorized to process them by reason of their functions.

Pursuant to Article 28.3 c) of the GDPR, DATAMARKIN uses its best efforts to take all appropriate technical and organizational measures to ensure a level of security appropriate to the processing of Personal Data.

Pursuant to Article 28.3 e) of the GDPR, DATAMARKIN undertakes to cooperate as far as possible with the Client to respond to any request from a data subject whose Personal Data is processed by the Client in respect of requests made in accordance with the Applicable Regulations. Pursuant to Articles 28.3 f) and h) of the GDPR, DATAMARKIN makes available to the Client all information necessary to demonstrate compliance with the obligations set out in this article and to allow the conduct of audits, including inspections, by the Client or another auditor appointed by the Client, subject to the signing of a confidentiality agreement, and contributes to such audits. DATAMARKIN will use its best efforts to inform the Client, to the extent possible, if DATAMARKIN becomes aware of an instruction that, in its opinion, constitutes a violation of applicable provisions. DATAMARKIN will use its best efforts to inform the Client of any breach of the Client's Personal Data as soon as possible after becoming aware of it.

Upon termination of the Contract, DATAMARKIN undertakes, at the Client's choice, to return to the Client (via the export functionality provided for this purpose) and to delete the Personal Data under the conditions provided for in the Contract.

Pursuant to Articles 28.2, 28.3 d) and 28.4, the Client authorizes DATAMARKIN to engage subcontractors from whom DATAMARKIN undertakes to require compliance with the obligations applicable to Personal Data. DATAMARKIN remains liable to the Client for the performance of the Contract. The list of subcontractors is available upon request from DATAMARKIN. DATAMARKIN will inform the Client in advance of any planned change concerning the addition or replacement of other subcontractors, and the Client will have the opportunity to raise objections within 15 days against such changes by indicating the reasons for such objections. In the absence of agreement on the new subcontractor, either Party may terminate the Contract.