General Terms and Conditions

1. Purpose and Acceptance of the General Terms and Conditions

These general terms and conditions (hereinafter "the Terms") are intended to determine the conditions under which SKIPCALL (hereinafter "the Company") makes available to the client (hereinafter "the Client") a platform (hereinafter "the Platform") for telephone prospecting using artificial intelligence technology to provide various services as designated (hereinafter "the Service(s)"), for the benefit of users authorized by the Client (hereinafter "the Users") and according to the plan chosen by the Client.

Use of the Platform by the Client implies its express and prior acceptance of the contractual conditions comprising this document as well as the terms of the plan selected by the Client (the Terms and the plan subscribed by the Client being jointly referred to as "the Agreement").

The Client acknowledges having read all the terms below, confirming that the Client accepts the present Terms in their entirety without reservation.

2. Access to the Platform

2.1. The Platform is accessible in SaaS (Software as a Service) mode and made available to the Client under the conditions described in these Terms for a determined number of Users authorized by the Client as defined by the subscription plan selected.

2.2. Access to the Platform is provided via the internet from any computing equipment meeting the necessary technical prerequisites to make and receive telephone calls. The Client understands in particular that access to and use of the Platform requires that each User have a sufficient internet connection to use all Platform features under normal conditions. Costs related to connecting to the Platform and using the Services as charged by internet service providers or telephone operators remain the exclusive responsibility of the Client.

Use of the Platform by the User is limited to the plan subscribed by the Client and a predetermined maximum number of authorized users. Any request for additional features and/or additional users will require subscription to a new plan or a quote issued by the Company, which must be accepted in advance by the Client.

2.3. The Client guarantees that the information it provides to enable the Company to create associated accounts is accurate, up to date, and complete regarding its identity and contact details. It undertakes in particular to ensure that each authorized User holds the email address provided for the proper use of the Platform, that it is valid, and that it is regularly checked. The Client also undertakes to update the information provided on its Account whenever any of it changes.

2.4. The username and password of each User for accessing the Platform are strictly confidential and personal. The Client warrants that each User will not allow access to any third party. The Client is solely responsible for any use made of User accounts and undertakes to immediately inform the Company of any unauthorized use.

3. Provision of Services

3.1. Description of Services
Through the Platform, the Company offers the Client telephone prospecting Services using artificial intelligence, enabling in particular the creation of prospect lists, the management of prospecting activity, and the management of call execution and follow-up by artificial intelligence.

The Company undertakes to provide the Services in accordance with the Agreement. The Client remains the sole decision-maker regarding how the Platform is made available to Users and how it is operated. The Company may unilaterally modify a Service provided the modification does not substantially affect the Client's use of the Service or its essential features.

3.2. Availability and Performance
The Platform is accessible remotely via the internet, twenty-four hours a day (24/7), seven days a week (7/7). The Company makes its best efforts to ensure the Platform is available under the best possible conditions, but the Client understands that it may occasionally be unavailable, in particular for maintenance or due to technical issues.

The Platform uses artificial intelligence technology in the provision of the Services. Given the state of the art, the Client understands and acknowledges that this technology is dependent on its operating conditions and is not free from errors.

3.3. Interoperability
Subject to technical compatibility, the Platform may offer interconnection with third-party management tools such as CRMs. This operation is done under the exclusive responsibility of the Client. The Company cannot guarantee that Interoperability will be available at all times and may interrupt it at any time.

4. Financial Terms

4.1. The pricing conditions are those corresponding to the plan subscribed by the Client as indicated and validated at the time of subscription. Prices may be modified at any time and the Client is invited to verify pricing conditions before any renewal. Payment is made through the approved payment service provider.

4.2. Amounts excluding tax are increased by VAT at the rate in force at the time the invoice is issued.

4.3. In the event of non-payment of an invoice when due, the Company may suspend the provision of the Service and access to the Platform. Late payment results in the forfeiture of all payment terms and their immediate enforceability. Amounts due bear interest at the rate of the European Central Bank plus 10 points, plus a fixed collection fee of 40 euros in accordance with Decree No. 2012-1115 of October 2, 2012. If non-payment persists, the Company may terminate this Agreement by operation of law.

5. Company Liability and Warranty

5.1. The Company's liability is limited to the provision of the Services in the context of operating the Platform, as a service provider under a best-efforts obligation. It is the Client's responsibility to configure and use the Platform to ensure that prospecting operations are carried out in accordance with applicable regulations.

5.2. The Company's liability cannot be engaged in the event of damage caused by a malfunction not directly attributable to it, in particular due to the inherent inconveniences of using the internet.

5.3. The Company guarantees the Client full, complete, and peaceful enjoyment of the Platform and Services, and will defend against any claim for violation of third-party rights, in particular intellectual property rights.

5.4. In any event, the Company's total liability is limited to the greater of (i) €1,000 and (ii) the price of the Agreement for the current contractual period. Under no circumstances shall the Company be liable for any loss of profit, loss of data, loss of revenue, or any indirect damage of any nature whatsoever.

6. Client Liability

6.1. The Client undertakes to use the Services exclusively in the context of its professional activity and in accordance with applicable regulations.

6.2. The Platform is provided "as is" and the Company provides no warranty other than those expressly provided for in this Agreement.

6.3. The Client undertakes to cooperate with the Company to enable it to fulfill its obligations and to report any malfunction as soon as possible.

6.4. The Client assumes full and sole responsibility for its use of the Platform. It undertakes not to infringe the rights of third parties.

6.5. The Client warrants the use of the Services by Users, ensuring in particular that Users use the Services in compliance with applicable regulations, do not disrupt the functioning of the Platform, and do not carry out fraudulent or illegal operations.

6.7. The Client undertakes to indemnify and hold harmless the Company against any damages resulting from the Client's failure to meet its obligations under these Terms.

7. Data Protection

7.1. General Principles
In the context of the performance of this Agreement, each Party is considered to be the controller of its own processing and undertakes to comply with all obligations arising from applicable regulations, in particular the GDPR (Regulation (EU) 2016/679) and the French Data Protection Act No. 78-17 of January 6, 1978.

7.2. Personal Data Relating to Users
In connection with the performance of the Agreement, the Company collects and processes Users' Personal Data for the exclusive purpose of performing this Agreement. This data will not be transferred to third parties except for technical service providers engaged for the strict performance of the Agreement.

The Company may transfer Personal Data to countries outside the EEA in conditions compliant with applicable regulations, with all appropriate legal, technical, and operational safeguards.

Users have the right to access, rectify, erase, and object to their data. To exercise these rights, contact: [email protected].

8. Intellectual Property

8.1. The Company is the exclusive owner of all intellectual property rights relating to the Platform.

8.2. The Company grants the Client a simple right to use the Platform for access by Users, for the duration of the Agreement.

8.3. The Platform, trademarks, logos, and all other distinctive signs of the Company are its exclusive property and are protected by copyright, trademark law, patent law, or any other intellectual property right. Any reproduction without express authorization is prohibited.

9. Term – Termination – End of Agreement

9.1. The Services are provided for the fixed term of the plan subscribed by the Client, automatically renewed unless terminated with one (1) month's notice before the end of the current contractual period.

9.2. This Agreement may be terminated by operation of law in the event of a breach of any of its clauses, after a period of thirty (30) days following formal notice by registered letter with acknowledgment of receipt that has remained without effect.

9.3. Termination results in immediate deactivation of the Client's access to the Platform and the inaccessibility of all stored content. The Client is advised to ensure the backup of its content and the export of its data before its access is cut off.

10. Force Majeure

In the event of a force majeure event, the performance of the obligations of the affected Party will be suspended for the duration. Force majeure is understood to mean events as defined by the case law of French courts.

The Party invoking force majeure must inform the other Party as soon as possible by registered letter with acknowledgment of receipt. If the force majeure event continues for more than thirty (30) days, either Party may terminate the Agreement by written notice, without any compensation being due to the Client.

11. Confidentiality

Each Party undertakes to keep strictly confidential all information, data, documents, or know-how of the other Party that it may become aware of in connection with the performance of this Agreement (hereinafter "Confidential Information"), and not to disclose them to third parties without the prior written consent of the other Party.

Each Party undertakes to use Confidential Information only for the purposes of performing the Agreement and to take all necessary measures to ensure its protection, applying at least the same level of protection as it applies to its own confidential information.

These confidentiality obligations apply throughout the term of the Agreement and for a period of three (3) years following its expiration or termination, regardless of the reason. They do not apply to information that is or becomes public through no fault of the receiving Party, or whose disclosure is required by a legal or regulatory obligation.

12. Assignment – Subcontracting

12.1. The Company reserves the right to assign all or part of this Agreement to a third party, in particular in the context of a restructuring, merger, or acquisition. It will inform the Client by any written means with fifteen (15) days' notice. Such assignment does not modify the Client's rights and obligations under the Agreement.

12.2. The Client may not assign, transfer, or pledge all or part of the rights and obligations arising from this Agreement without the prior written consent of the Company.

12.3. The Company may use subcontractors for the performance of all or part of the Services. It remains solely responsible to the Client for the proper performance of the subcontracted obligations and ensures that its subcontractors comply with equivalent obligations to those provided for in this Agreement.

13. Electronic Evidence

The Client acknowledges and accepts that browsing data, connection logs, call recordings, and other technical elements generated in connection with the use of the Platform constitute admissible evidence and are binding between the Parties in the event of a dispute, subject to applicable regulations.

These elements are retained by the Company in accordance with its legal obligations and internal data retention policies.

In the event of a duly established judicial or administrative requisition, the Company reserves the right to transmit these elements to the competent authorities without this constituting a breach of its confidentiality obligations to the Client.

14. Miscellaneous Provisions

Non-waiver. The failure of either Party to invoke a breach by the other Party of any of the obligations referred to in this Agreement shall not be construed as a waiver of the obligation in question.

Severability. If any clause of this Agreement is declared null or unenforceable, the other clauses shall remain in force. The Parties undertake to replace the null clause with a valid clause that most closely approximates the original intent of the Parties.

Independence of the Parties. The Parties are independent contracting parties. This Agreement does not create any employment, agency, association, joint venture, or partnership relationship between them. Neither Party is authorized to bind the other with respect to third parties.

Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior agreement, negotiation, or commitment, written or oral, on the same subject. Any modification must be the subject of a written agreement signed by both Parties or, in the case of a modification of the Terms, an updated version published by the Company.

15. Governing Law and Jurisdiction

This Agreement is governed by French law, to the exclusion of any other law.

In the event of a dispute relating to the interpretation, performance, or termination of this Agreement, the Parties undertake to seek an amicable resolution within thirty (30) days of notification of the dispute by one Party to the other.

Failing an amicable resolution, the Parties grant exclusive jurisdiction to the courts of Paris, notwithstanding plurality of defendants or warranty claims.