Terms of Use

Date de mise à jour : 15 mai 2018

INTRODUCTION

ASKR.AI, S.A.S. with share capital of €16,800, registered in the Paris Trade and Companies Register under number 823 517 891, whose registered office is located in France, at 16 villa Deshayes, 75014 Paris, offers the askR Service to its clients which enables natural language requests to be made of data extracted from databases, via the Internet.

Access to the Service requires the Client to have IT equipment allowing Internet and network access. It is not ASKR.AI’s responsibility to provide this.

Access to the Service will be effective once a Subscription has been made on the conditions described below.

Connection to the Service enabling access to Client Data is done in a secure manner, using a secure key (APIKey).

These TERMS AND CONDITIONS OF USE define the rights and obligations of ASKR.AI S.A.S. and of the Client and/or User in connection with the use of the Service.

Accordingly, the User accepts, fully and without reservation, all of these General Terms and Conditions of Use before using the askR Service in any way.

Acceptance of the General Terms and Conditions of Use occurs when the Client has accepted a quote from ASKR.AI S.A.S. for the askR Service.

ASKR.AI is free to amend the General Terms and Conditions of Use at any time. The Client is therefore advised to refer regularly to the latest version of the General Terms and Conditions of Use available at all times on the askR website at the following address: https://fr.askr.ai/cgu

Clients who have subscribed for an automatically renewable Subscription will be automatically subject to the new General Terms and Conditions of Use in force at the time the Subscription was renewed.

1. DEFINITIONS

In these General Terms of Use, capitalised words or expressions shall have the following meanings:

Subscription: means the Client’s chosen subscription package, which includes services at a monthly or annual price.

“Major” incident: Problem making normal use of the Service impossible where no proposed workaround has been found.

“Minor” incident: An anomaly which is not a Major incident.

Client: means the legal entity or natural person who subscribes to the Service by accepting a quotation.

Client Data: means the information (including Personal Data) for which the Client is responsible and that it provides, enters, communicates and processes in connection with the use of the Service by these Users.

Personal Data: means the personal data within the meaning of Directive 95/46/EC and Law No. 78-17 of 6 January 1978, known as the Data Protection Act, or any other applicable legislation, that the Client collects and, in the context of its use of the Service provides, enters, communicates or processes.

Internet: means all interconnected networks, located across the world.

Service: means the standard Application Services delivered online, together with Maintenance, invoiced under a Subscription package. The Service is intended for professional use.

Maintenance: This service consists of maintaining the Application Services and the Solution in an operational state in accordance with Art. 5.

Application Service (or Application Services): means the askR service offered in SaaS mode by ASKR.AI S.A.S., allowing the Client to use the Solution.

Solution: means the operational functions as defined in Appendix 1 made available to the Client as part of the Application Services.

User: means the person placed under the Client's responsibility (agent, employee, representative, etc.) and benefiting from access to the Application Services on his/her computer or mobile device, pursuant to subscription to the service contracted by the Client.

2. PURPOSE

The purpose of the General Terms and Conditions of Use is to define the terms and conditions applicable to the Services to which the Client subscribes.

In consideration for payment of the Subscription, ASKR.AI S.A.S. grants the Client a right of access to the Service, the scope of which is specified in the quotation or the commercial proposal.

This Usage Service includes a right to access the Application Service, and a right to view and make final use of the Application Service and its results, on the Solution made available to it in SaaS mode.

3. DESCRIPTION OF APPLICATION SERVICES

3.1. Application Solution

ASKR.AI S.A.S. provides the Solution described in Appendix 1 to the Client, accessible on its servers via the Internet.

ASKR.AI S.A.S. is responsible for Data hosting, Maintenance and Security of the Solution.

The services shall be provided in accordance with the Quality Charter shown in Appendix 2.

3.2. Access to the Solution

The Client alone shall use this right of access. It can connect at any time, with the exception of Maintenance periods.

The Client must strictly follow the access procedure defined by ASKR.AI S.A.S.

Access is obtained:

- from Client computers connected to the Internet,

- from any Client mobile terminal connected to the Internet.

The Client is identified when accessing the Application Services by means of a private access key (APIKey) generated by the askR service.

Users use the Solution by using a component provided by ASKR.AI S.A.S. and included in the Client’s applications (for which the Client is responsible), in accordance with the documentation.

The private access keys are intended to reserve access to the Solution covered by the Contract for the Client’s Users, to protect the integrity and availability of the Solution, as well as the integrity, availability and confidentiality of the Client Data.

Confidentiality of Private Access Keys:

Private access keys are confidential. They may only be changed by the Client or, exceptionally, by ASKR.AI S.A.S. at the express request of the Client. The Client undertakes to make every effort to keep the private access keys concerning him/her/it secret and not to disclose them in any form whatsoever.

The Client is entirely responsible for the use of the private access keys communicated to it. It shall ensure that no other person who has not been authorised by ASKR.AI S.A.S. has access to the Application Services and the Solution.

In general, the Client is responsible for the security of the individual workstations providing access to the Solution.

The Client shall inform ASKR.AI S.A.S. without delay in the event it becomes aware that another person has access.

ASKR.AI S.A.S. does not in any way take responsibility for access to the website by Users who must be beneficiaries of an Internet connection and the computer equipment necessary for connection to the site.

The User is solely responsible for the equipment (computers, telephones, software, telecommunications equipment, etc.) enabling access to the site and to the Application Services, as well as any telecommunications costs resulting from their use.

4. QUALITY OF APPLICATIONS

The Client is warned of the technical hazards inherent in using the Internet and of the access interruptions that may result from this.

The Client acknowledges that ASKR.AI S.A.S. is unable to guarantee the continuity of the Application Services, performed remotely via the Internet.

Consequently, ASKR.AI S.A.S. shall not be held liable for any downtime or slowdowns in the Application Services resulting from technical uncertainties not attributable to it.

ASKR.AI S.A.S. shall perform its services in accordance with the Quality Charter defined in Appendix 2.

As such, ASKR.AI S.A.S. undertakes to put in place effective controls to provide reasonable assurance that the Client can access and use the applications concerned at any time, save for Maintenance periods.

In the event of an interruption to the Application Services for maintenance, ASKR.AI S.A.S. undertakes to comply with the operations procedure described in Article 6 so that the Client can be informed as much as possible of the interruption, and take steps sufficiently in advance to avoid any disruption to its activity.

ASKR.AI S.A.S. shall not be held liable for the possible impact of this lack of availability on the Client or the User’s activities. The Client and the User have agreed in advance to scheduled service interruptions relating to the Maintenance of the Solution and/or the Application Services.

5. MAINTENANCE

5.1. Corrective Maintenance

ASKR.AI S.A.S. is responsible for Corrective Maintenance of the Solution.

Corrective Maintenance is provided through a technical support service as described in Article 7. The Client must send any anomaly reports by email to be considered and diagnosed. After confirming the anomaly, ASKR.AI S.A.S. diagnoses and then corrects it.

In the event of a Major incident, the notification shall be taken into account within 4 working hours.

ASKR.AI S.A.S. shall endeavour to correct the major incident as quickly as possible and to propose a workaround solution.

In the event of a Minor Incident, the report shall be considered as soon as possible, and ASKR.AI S.A.S. will provide a correction in a new version of the Service, which will be made available as part of upgrade maintenance.

ASKR.AI S.A.S. may not be required to provide any maintenance in the following cases:

  • refusal by the Client to collaborate with ASKR.AI S.A.S. in resolving anomalies and, in particular, to respond to questions and requests for information;

  • use of the Application Services in a manner that does not comply with their purpose or documentation;

  • unauthorised modification of the Solution by the Client or a third party;

  • failure by the Client to fulfil its obligations under the Agreement;

  • installation of any software packages, software or operating systems which are incompatible with the Application Services;

  • failure of electronic communication networks;

  • deliberate act of damage, malice, sabotage;

  • deterioration due to a case of force majeure or incorrect use of the Application Services.

However, ASKR.AI S.A.S. may, at the Client’s request, consider the possibility of dealing with the resolution of problems caused by the cases listed above. In this case, ASKR.AI S.A.S. will prepare a specific quote.

5.2. Upgrade Maintenance

ASKR.AI S.A.S. shall update the Solution. ASKR.AI S.A.S. may determine upgrades to the Application Service as part of upgrade maintenance and implement updates without necessarily informing the Client in advance

6. TECHNICAL SUPPORT

The Client will receive a response to emails sent to support@askr.ai from Monday to Friday, from 9.00 to 18.00, provided that the request was made by a person authorised by the Client and references ASKR.AI S.A.S. as the support contact.

7. DATA PROCESSING

7.1. Personal Data

If the Data sent for the purpose of using the Application Services include Personal Data, the Client guarantees to ASKR.AI S.A.S. that it has carried out all of the obligations incumbent upon it under the French Data Protection Act of 6 January 1978, and that it has informed the natural persons concerned of the use made of said personal data.

As such, the Client guarantees ASKR.AI S.A.S. against any recourse, complaint or claim from any third party whose personal data is reproduced and hosted via the Application Service.

7.2. Data Use

The Client shall have editorial responsibility for any use of the Application Services.

The Client is solely responsible for the quality, legality and relevance of the Data and content that it sends for the purposes of using the Application Services. It further warrants that it holds the intellectual property rights enabling it to use the Data and content. Consequently, ASKR.AI S.A.S. is not liable in the event of the Data and/or content’s failure to comply with laws and regulations, public order or the Client's needs.

The Client guarantees ASKR.AI S.A.S. on demand against any loss that would result from its being sued by a third party for a breach of this guarantee.

More generally, the Client is solely responsible for the content and messages disseminated and/or downloaded via the Application Services. The Client remains the sole owner of the Data comprising the content of the Solution.

7.3. Data Security

Each Party undertakes to implement appropriate technical means to ensure the security of the Data.

Subject to the “Liability” Section, ASKR.AI S.A.S. undertakes to preserve the integrity and confidentiality of the Data contained in the Solution. ASKR.AI S.A.S. shall put in place technical and organisational measures to prevent the access and fraudulent use of the Data and to prevent any loss, alteration and destruction of the Data.

8. FINANCIAL CONDITIONS

8.1. Costs

The financial conditions are defined in the quote or commercial proposal provided by ASKR.AI S.A.S.

The cost of the Services is stated in Euros and is exclusive of VAT and fees.

The billing address is the address indicated on the quote or commercial proposal.

The following services are excluded from the cost and will be invoiced separately:

integration services

and, more generally, any services that do not fall within the scope of the SaaS’s offering.

8.2. Payment Terms

Notwithstanding the commitment period, the Services are invoiced monthly or annually according to the Client’s chosen package. Unless ASKR.AI S.A.S. expressly agrees otherwise, payment shall be made by bank transfer 30 days after the invoice date.

8.3. Payment Default

Without prejudice to any damages and interest, the Client’s failure to pay an invoice on its due date shall automatically result in:

the application of late payment interest equal to three times the legal interest rate, without prior notice and as of the first day of delay;

additional banking and management fees (monitoring of collection, reminder letters and telephone expenses, reporting of rejected direct debits);

the sending of a formal demand to pay;

in the absence of payment within a period of 15 days from the sending of the said demand, suspension of access to the Application Services until all sums due have been paid.

9. LIABILITY - FORCE MAJEURE

All the information and other data accessible via the Application Services are provided for information purposes only.

The provision of such information and data may not be equated, in any way, with specific advice or decision-making support in order to effect a transaction or to make a strategic or investment decision.

The User therefore acknowledges that it uses the Information and other data accessible through the Application Services at its own risk.

As such, ASKR.AI S.A.S. shall not be held liable for any loss or damage that may result from the use of the Information and other data made available via the Application Services or from errors, omissions or delays therein.

Each of the Parties shall assume responsibility for the consequences resulting from its own faults, errors or omissions, as well as any mistakes, errors or omissions of its subcontractors, that may cause direct damage to the other Party.

ASKR.AI S.A.S. may not be held liable in the following cases:

  • use of the Application Services in a manner that does not comply with their purpose or documentation;

  • unauthorised modification of the Solution by the Client or a third party;

  • failure by the Client to fulfil its obligations under the Contract;

  • installation of any software packages, software or operating system that are incompatible with the Application Services;

  • use of incompatible items;

  • failure of electronic communication networks;

  • deliberate act of damage, malice, sabotage, including by hacking into the Client and/or User’s computer system and/or as a result of the Client and/or User’s negligence;

  • deterioration due to a case of force majeure or incorrect use of the Application Services.

ASKR.AI S.A.S. shall not under any circumstances be held liable for any damage caused by an interruption or reduction in service of the telecommunications operator, the electricity supplier or in the event of force majeure.

Furthermore, in the event of a breach being proven by the Client, ASKR.AI S.A.S. shall only be required to repair direct and foreseeable damage as a result of the performance of the Services. Consequently, ASKR.AI S.A.S. shall not under any circumstances incur liability for indirect or unforeseeable losses or damage to the Client or third parties, which includes, in particular, any loss of gain, loss, inaccuracy or corruption of files or Data, commercial harm, loss of turnover or profit, loss of customers, loss of an opportunity, cost of obtaining a replacement product, service or technology, in relation to or resulting from the non-performance or improper performance of the services.

In all cases, ASKR.AI S.A.S.’s liability shall be strictly limited to the reimbursement of an amount equal to half of the price of the annual subscription paid by the Client.

10. INSURANCE

ASKR.AI S.A.S. has taken out the necessary insurance policies to cover the risks related to the performance of its activity.

11. TERMINATION

In the event of a breach by the Client and/or the User of its contractual obligations, access to the Services may be automatically terminated by ASKR.AI S.A.S. 15 days after the sending of a letter of formal notice with acknowledgement of receipt that has not been acted upon. The notice will specify details of the breach(es).

This termination is without prejudice to any damages that may be claimed by the Client as a result of the breaches noted.

In the event of termination for any reason whatsoever, ASKR.AI S.A.S. undertakes to destroy all the data, files or results of the various processing operations still in its possession at the Client’s first request, made by registered letter with acknowledgement of receipt.

11. CONFIDENTIALITY

Each Party undertakes to (i) keep confidential all information that it receives from the other Party, and in particular; (ii) refrain from disclosing the other Party’s confidential information to any third party other than employees or agents who need to know it; and (iii) only use the other Party’s confidential information for the purpose of exercising its rights and fulfilling its obligations under these General Terms and Conditions of Use.

Notwithstanding the foregoing, neither Party shall have any obligation with respect to information that (i) falls into or comes into the public domain through no fault of the receiving Party, (ii) would be developed independently by the receiving Party, (iii) would be known to the receiving Party before the other Party discloses it, (iv) would be legitimately received from a third party not subject to a confidentiality obligation, or (v) should be disclosed under the law or court order (in which case it shall be disclosed only to the extent required and after having notified the delivering Party in writing).

The Parties' obligations with respect to the confidential information shall remain in force for the entire term of the right of use agreed and, after termination, for as long as the information concerned shall remain confidential for the disclosing Party and, in any event, for a period of […] years after the end of the period of the agreed right of use.

Each of the Parties must return all copies of the documents and media containing the other Party's confidential information, as soon as the period of the agreed right of use ends for any reason whatsoever.

The Parties also undertake to ensure that these provisions are respected by their staff, and by any employee or third party that may be involved in any capacity whatsoever in the context of the right of use granted.

12. MISCELLANEOUS

The General Terms and Conditions of Use are subject to French law, to the exclusion of any other legislation.

For the performance of this agreement and its consequences, the Parties respectively elect domicile at their registered offices. Any change in the registered office or address of one of the Parties shall only be binding on the other Party eight calendar days after it has been duly notified.

Any dispute relating to the performance or interpretation of the relations of the parties shall be submitted to the competent courts of Paris.


APPENDIX 1 – SOLUTION

In particular, the Solution makes it possible to provide a query service in natural language (in French and English) on Client data. This data must be provided by the Client and will first be imported into the servers of the Application Service, or into a third-party hosting service administered by the Client and under its sole responsibility.

Access to the Service for Users is via a component - the latter being an integral part of the Service - which must be integrated into the Client’s applications in accordance with the documentation, and for which the Client is fully responsible.

APPENDIX 2 – QUALITY CHARTER

ASKR.AI S.A.S. undertakes to comply with the Quality Charter and. in particular, the following points which guarantee the quality of its service, namely:

  • Availability

Availability refers to the accessibility of the solution provided.

ASKR.AI S.A.S. undertakes to put in place effective controls to provide reasonable assurance that the Client may access and use the relevant Solution 24 hours a day.

  • Security and confidentiality

ASKR.AI S.A.S. shall endeavour to secure access to and use of the Solution, taking the relevant procedures into account, in accordance with the intended uses of the materials.

ASKR.AI S.A.S. has put in place effective controls to protect against unauthorised physical and electronic access to operating systems and Application Services, as well as to Client confidential information, in order to provide reasonable assurance that access to Client systems and Client Data is limited to authorised persons and that Client confidential information is protected from any use which does not comply with the intended purpose.

  • Integrity

ASKR.AI S.A.S. undertakes to put in place effective controls in such a way as to provide reasonable assurance that the applications made available to Clients process the Data entrusted to them without risk of omission, alteration, distortion or any other form of anomaly likely to harm the integrity of the results from these applications and that the processing complies with the applicable legal regulations, and that the Data and processing are accessible for any external inspections and audits that may be conducted.

The integrity of the processing extends to any component of the system and to all phases of the processing (data input, transmission, processing, storage and output of the data).