Terms of Sale

1. Scope

These Terms of Sale (the “Terms of Sale”) set out the terms and conditions applicable to the services and to the provision of a SaaS platform offered by Wiikom, a SAS currently being registered with the Marseille RCS, with its registered office at 96 rue Paradis, 13006 Marseille, represented by Mr. Yoann Ben Fredj, President (the “Provider”), to its business customers (the “Customer”).

The Customer acknowledges that it is acting in a professional capacity; consumer protection provisions do not apply. Any order, subscription or acceptance of a quote entails full and unreserved acceptance of these Terms of Sale, which prevail over any other document issued by the Customer.

Definitions

• Platform: the software solution published by Wiikom, used to create, configure, administer and supervise automated conversational agents and to access telephony, transcription, reporting, integrations and campaign management.
• AI Agent: a voice or text conversational agent configured according to the parameters provided by the Customer (inbound/outbound calls, qualification, appointment booking, follow-up, transfer, etc.).
• Services: all services provided (Platform access, AI Agent hosting, telephony, speech synthesis, transcription, analysis, storage, reporting, support, assistance, integration).
• Subscription: access to the Services on a recurring basis under a defined plan and usage level.
• Customer Data: data, files, scripts, prompts, contact lists and business rules entered by the Customer.
• Third-Party Data: data relating to the persons called by the AI Agents on behalf of the Customer.
• Deliverables: items provided to the Customer (exports, dashboards, summaries, transcriptions, call logs, statistics).
• Account: an individual space giving access to the Platform through personal login credentials.

Only the Services specifically described in the quote, the commercial proposal or the plan accepted by the Customer will be provided.

2. Definition of the engagement

The engagements are strictly limited to the quote, purchase order, commercial proposal or description of the SaaS plan subscribed to. They mainly consist of providing a right of access to the Platform, making the AI Agents available and operational, ensuring the technical operation of the Service and, where applicable, the integration, configuration, training or assistance services provided for.

Any request outside the initial scope shall be subject to prior written agreement (amendment, additional quote or approval by email). The contractual relationship takes effect upon signature of the quote, acceptance of the commercial proposal, a validated online subscription or any equivalent ordering act.

Technical environment

Access to the Platform requires a compatible device, an up-to-date browser and a stable Internet connection. The Provider is not liable for malfunctions caused by the Customer's technical environment.

3. Obligations of the Provider

The Provider is bound by an obligation of means (best-efforts obligation). It undertakes to provide an accessible and functional Platform, to enable the creation and execution of AI Agents, to deliver the Deliverables and to ensure reasonable security and continuity of service.

3.1 Availability and maintenance

The Provider makes every effort to ensure availability in line with SaaS industry practice. Occasional interruptions (maintenance, security, upgrades) may occur; except in emergencies, the Customer will be informed of them. Changes to the Platform do not give rise to any compensation, unless an essential feature included in the plan is removed.

3.2 Operation of the AI Agents

AI Agents rely on statistical models that are subject to variation. The Customer accepts that responses may occasionally be imperfect, that behavior depends on the instructions and content it defines, and that overall performance also depends on external factors (network, behavior of the persons called, the Customer's offering). The Provider is not bound by an obligation of result and does not guarantee the achievement of commercial objectives, nor the legal compliance of scripts defined by the Customer.

3.3 Transparency towards end users

Pursuant to European law on AI, individuals must be informed when they are interacting with an automated agent. Wiikom provides the features needed to include such messages; the Customer defines their content and verifies their compliance.

3.4 Support

Depending on the plan: technical and functional support and, where applicable, “optimization” support. Unless otherwise agreed, standard support is provided by email and ticketing, Monday to Friday from 9:00 am to 6:00 pm (local time at the registered office), excluding public holidays. Enhanced support levels may be offered as an option.

3.5 Third-party technical providers

The Provider relies on specialized technical partners, which are subject to their own terms and conditions. Certain unavailability or adjustments may result from this without being attributable to the Provider, provided it has acted with due diligence. The voice signature of the AI Agents depends on these technologies (intonation, accent, pronunciation, stability).

3.6 Security & 3.7 Confidentiality

Security measures in line with the state of the art (authentication, access rights, logging, backups, segregation, monitoring). The Provider is bound by the strictest confidentiality regarding the information exchanged, unless required by law.

3.8 Internal archiving

A copy of the evidence of the contractual relationship is retained for a maximum period of five (5) years from the end of the Contract (accounting, tax and evidentiary obligations).

4. Obligations of the Customer

The Customer undertakes to cooperate actively, fairly and in good faith.

4.1 Provision and validation of parameters

The Customer provides the necessary elements (scripts, prompts, qualification rules, scenarios, opening hours, instructions), ensures that they are accurate and lawful, and validates the behavior of the AI Agents before go-live. Any go-live is deemed to take place after validation by the Customer.

4.2 Compliant use

The Customer uses the Platform under its own responsibility, in compliance with applicable laws, third-party rights and the rules governing telephone prospecting.

4.3 Prospecting and objection

The Customer remains solely responsible for compiling contact lists and for their lawfulness, for the legal basis and the information provided to individuals, for checking opt-out registers (including Bloctel), for managing opt-outs, and for complying with permitted calling hours and frequencies. The Provider cannot be held liable for any non-compliant prospecting carried out by the Customer.

4.4 Transparency towards the persons called

The Customer ensures that individuals are informed that they are interacting with an AI Agent, and arranges for transfer to a human representative where appropriate.

4.5 Access and security

The Customer keeps its login credentials confidential. Any action carried out using these credentials is deemed to be performed under its responsibility. It shall inform the Provider without delay of any compromise, and shall refrain from any use that impairs the integrity or availability of the Platform.

4.6 Internal responsibility

The Customer retains control over its commercial choices and the use of the Deliverables. It is recommended that the Customer regularly back up the Customer Data it exports.

5. Fees and invoicing

The Services are provided on the basis of a one-off quote or as a recurring Subscription, according to the prices and options set out in the accepted commercial proposal.

5.1 Subscriptions, commitment and renewal

Unless otherwise agreed, Subscriptions are taken out for an initial term of twelve (12) months, then tacitly renewed for successive periods of one (1) month, unless terminated (Art. 7.2). Any period that has begun is due in full.

5.2 Usage-based billing and overages

Certain plans include usage-based billing (AI minutes including the associated telephony). Beyond the included volume, overages may be invoiced. The usage metrics measured by the Platform are authoritative, barring manifest error. The absence of an alert does not limit the amounts due for overages.

5.3 Payment

Unless otherwise agreed, the Services are invoiced upon order and payable upon receipt, by bank card via Stripe (or another method by express agreement).

5.4 Late payment

In the event of late payment: interest at three (3) times the French statutory interest rate and a fixed recovery indemnity of forty (40) euros, without prior formal notice. The Provider may suspend access until payment is made.

5.5 Price changes

Prices may be adjusted once a year, with at least thirty (30) days' prior notice. In the event of disagreement, the Customer may terminate free of charge before the new prices take effect.

5.6 Disputes

Any dispute regarding an invoice must be notified in writing within eight (8) business days; failing this, the invoice is deemed accepted.

6. Liability

The Provider is bound by an obligation of means (functional access to the Platform, configurable AI Agents, delivery of the Deliverables). The complexity of the technologies makes it impossible to guarantee the total absence of errors or interruptions.

General limitation

Except in the event of gross negligence or willful misconduct, total compensation is limited to the amount excluding VAT received for the last three (3) months of Subscription preceding the event giving rise to liability (or to the amount excluding VAT of the one-off service). Indirect damages are excluded: loss of revenue, margins or opportunities, reputational damage, loss of data resulting from misuse, third-party claims and administrative penalties.

The Provider cannot be held liable for: (a) content and configurations defined by the Customer; (b) the lawfulness of call databases and prospecting operations; (c) the Customer's operational decisions based on the Deliverables; (d) the inherent limitations of AI and speech synthesis technologies; (e) services provided by third-party technical providers; (f) the use of the Platform for sensitive data without prior written agreement. The Customer expressly accepts these limitations, which are essential conditions of its consent.

7. Termination

7.1 Contractual withdrawal period

By way of derogation from the rules applicable between professionals, the Provider grants a contractual withdrawal period of seven (7) calendar days from validation of the order. In the event of withdrawal, the Subscription is cancelled and the sums paid are refunded, subject to any services already performed at the Customer's express request.

7.2 Termination of the Subscription

At the end of the withdrawal period, the Customer is committed for the initial term of twelve (12) months. Thereafter, it may terminate at any time, subject to one (1) month's notice, with termination taking effect at the end of the current calendar month. Notice must be given in writing (email with acknowledgment of receipt or via the interface).

7.3 Consequences / reversibility

The Customer retains access until the end of the paid period and may export its Customer Data and Deliverables (CSV, PDF, audio). Thereafter, the Provider deletes or anonymizes the Customer Data, subject to legal obligations. No custom reversibility or assisted migration is owed without a specific quote.

8. Personal data protection

8.1 Roles of the Parties

The Customer remains the data controller for Third-Party Data (call databases, conversations, transcriptions, CRM). The Provider acts as a processor within the meaning of the GDPR. Wiikom is also an independent data controller for the management of its customer relationships (accounts, invoicing, B2B prospecting, support, security).

8.2 Commitments of the Provider (Art. 28 GDPR)

• process the data only on the documented instructions of the Customer;
• ensure confidentiality and implement appropriate security measures;
• notify the Customer of any personal data breach as soon as possible;
• assist the Customer in fulfilling its GDPR obligations;
• delete or return the data at the end of the engagement, subject to legal obligations.

Any request to exercise a data subject right received directly is forwarded to the Customer within a maximum of twelve (12) business days, without being answered directly unless so instructed.

8.3 Sub-processors

The Customer authorizes the use of technical sub-processors (hosting, telecoms, AI, voice, messaging, analytics, authentication), some of which may be located outside the EU, with the necessary safeguards (SCCs, EU regions where possible). The list may be provided on request.

8.4 Retention periods

Retention strictly as necessary for performance; evidentiary elements for up to five (5) years after the end of the Contract; invoices and accounting records for ten (10) years.

8.5 Obligations of the Customer

Inform individuals of the interaction with an AI Agent and of any recording, manage consents and objections, and comply with the law on direct solicitation. The Customer shall indemnify the Provider against any claim based on a breach of these obligations.

9. Force majeure and hardship

9.1 Force majeure

Neither Party is liable for any failure resulting from a force majeure event (Article 1218 of the French Civil Code): natural disasters, conflicts, pandemics, administrative decisions, exceptional cyberattacks, major failure of a cloud/telecom provider, etc. Performance of the affected obligations is suspended; beyond thirty (30) consecutive days, either Party may terminate automatically without compensation.

9.2 Hardship

In the event of circumstances making performance manifestly more onerous (Article 1195 of the French Civil Code), the Provider may request a renegotiation in good faith. Failing agreement within sixty (60) days, the Parties may agree to terminate or refer the matter to the competent court.

10. Intellectual property

The Platform, its components, architecture, AI modules, connectors, documentation and brand remain the exclusive property of the Provider. The Customer is granted a non-exclusive, non-transferable right of use, limited to the term and scope of the Contract, solely for its internal business needs.

The Customer remains the owner of the Customer Data it enters and warrants that it holds the necessary rights. Unless otherwise agreed in writing, it shall in particular refrain from copying, decompiling or accessing the source code, circumventing security measures, reselling or sublicensing the Platform, or using it to develop a competing service.

11 to 13. Limitation period, disputes and acceptance

Limitation period

Any action against the Provider must be brought within a maximum period of five (5) years from the end of the Contract, failing which it shall be time-barred.

Amicable settlement, governing law and jurisdiction

In the event of a dispute, the Parties shall seek an amicable solution (thirty (30) days' notice). These Terms of Sale are governed by French law. Any unresolved dispute shall be brought before the competent courts of Marseille (Commercial Court or Judicial Court).

Acceptance of the Terms of Sale

These Terms of Sale are expressly accepted by the Customer before any order validation, subscription, signature of a quote or performance. Online acceptance (checkbox + validation/payment) constitutes consent and has the same value as a signature. These Terms of Sale prevail over any other document issued by the Customer, unless otherwise agreed in writing and accepted by the Provider.