General Terms and Conditions of Sale (GTC)

The deployment of the Solution is divided into two successive phases of execution. The progress of these phases may vary depending on the Client's needs, the adaptation of which must be the subject of a prior agreement between the Parties which may be evidenced by any means.

In general, diago declares having sufficient knowledge of the Client's needs, expectations, constraints, and environment and, consequently, diago undertakes to:
- cooperate in good faith and in a spirit of partnership with the Client, as well as with any other service provider of the Client who may be responsible for complementary, preparatory, or subsequent work to that entrusted to diago;
- respond within reasonable timeframes to any request for information presented to it;
- request any information or details necessary for the proper execution of the Services;
- notify the Client, as soon as it becomes aware of it, of any element, event, or act likely to affect the proper execution of its obligations or the smooth running of the Services.

diago also certifies that it has the human and technical resources enabling it to successfully carry out the Services entrusted to it, and this, throughout the duration of the service.

The Client undertakes to provide accurate, complete, and up-to-date information, and to update it regularly. The Client is responsible for the veracity and accuracy of the information it communicates to the Service Provider.

Under the First Phase, when necessary:
- diago configures an API (Application Program Interface) allowing the Client to transfer User telephone numbers to diago.
- diago configures its Conversational Agent (set-up) and guarantees the deployment of the communication process between the Client and the Users.
- diago carries out the necessary trials (tests) for the suitability of the Solution with the use cases jointly predefined with the Client.

The Second Phase begins at the end of the First Phase, once the set-up of the APIs and the Conversational Agent is complete, and after the internal tests have been carried out.

The Second Phase of execution consists of an obligation of means incumbent upon diago. It corresponds to the following services, depending on the Client's needs:
- either, the attempt to contact all User numbers transmitted by the Client,
- or the attempt to answer calls transmitted via a dedicated number or conversations originating from a dedicated interface, and then, through its Conversational Agent,

When contact or response to calls or messages are successfully achieved, diago maintains a conversation between the Conversational Agent and the User.

The purpose of this conversation may consist of one of the following use cases:
- qualify the User, by asking a predefined list of questions;
- and/or proceed with the transfer of calls or conversations in certain cases, to the correct contacts;
- and/or answer the User's questions when they fall within the Conversational Agent's scope of knowledge;
- and/or carry out actions related to the implemented connectors, according to the Services defined in Appendix 1.

In the event that diago successfully contacts the User(s), diago shall be obliged to transmit the User Data to the Clients and to provide the Client with a report detailing the progress of the Second Phase.

diago establishes a personalized quote communicated to the Client prior to the execution of the Services, indicating the following elements:
- An estimate of the number of telephone numbers or calls to be transmitted that diago will be able to process, and the quantitative evolution of this processing;
- The price for the execution of the First Phase and the Second Phase, detailed in Article 5.1 of these GTC.

The quote is valid for a period of thirty (30) days from its issue date. The Client must accept the quote within this period, by signing it electronically and transmitting a version to the Service Provider.

The signing of the quote by the Client entails the application of the GTC.

The Service Provider undertakes to make the Solution and associated services available to the Client according to the terms defined in the GTC and in the quote.

The Service Provider undertakes to ensure continuous and secure access to the Solution.

However, the Service Provider reserves the right to temporarily interrupt access to the Solution for technical or maintenance reasons, by informing the Client beforehand by any appropriate means, within a reasonable timeframe. The Service Provider will endeavor to limit the duration and frequency of interruptions as much as possible.

The Client acknowledges that the performance and availability of the Solution may be affected by factors external to the Service Provider, such as the quality of the internet network, the characteristics of the computer equipment used by the Client and/or the User, or third-party services integrated into the Solution.

The Client must ensure that its computer equipment and software are compatible with the Solution, and are protected against viruses, malicious software, or any other form of cyberattack.

The Client undertakes to use the Solution in accordance with the GTC. The Client notably agrees to comply with the following rules:

- The Client must use the Solution in a fair, diligent, and professional manner, respecting the rights of the Service Provider and third parties;
- The Client must refrain from any illicit, fraudulent, or abusive use of the Solution, likely to prejudice the integrity, security, or proper functioning of the Solution or the information systems of the Service Provider or third parties;
- The Client must refrain from any use of the Solution contrary to the laws and regulations in force, particularly concerning Intellectual Property, the protection of personal data, respect for privacy, the fight against discrimination, the protection of minors, etc.;
- The Client must refrain from any use of the Solution likely to harm the image, reputation, or interests of the Service Provider or third parties;The Client must refrain from any use of the Solution for purposes other than those for which it was designed, particularly for commercial, advertising, or promotional purposes;
- The Client must refrain from any use of the Solution that would involve the processing of sensitive data, such as personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health, sexual life, or sexual orientation of individuals;
- The Client must refrain from any use of the Solution that would involve the processing of data of which it is not the owner or the legitimate controller;
- The Client must refrain from any use of the Solution that would involve the processing of data for which it has not obtained the prior and informed consent of the data subjects;
- The Client must refrain from any use of the Solution that would involve the processing of data that are not relevant, adequate, or necessary in light of the purposes pursued;
- The Client must refrain from any use of the Solution that would involve the processing of data that are not up-to-date, accurate, or complete;
- The Client must refrain from any use of the Solution that would involve the processing of data that does not respect the copyrights, trademarks, or patents of third parties;

The Client is solely responsible for the Data it uses, processes, or stores in the context of using the Solution. The Client guarantees the Service Provider that it has the necessary rights and authorizations to use the Data in compliance with the GTC.
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The Client undertakes to inform the Service Provider without delay in the event of an incident or anomaly related to the Data, such as a loss, alteration, disclosure, unauthorized use, or a data breach.

The Service Provider exercises no control over the Data used by the Client in the context of using the Solution. The Service Provider assumes no responsibility for the legality, quality, relevance, or usefulness of the Data. The Service Provider is not obligated to verify, correct, or delete the Data.

The Service Provider undertakes to respect the confidentiality of the Data and not to disclose it to third parties without the Client's prior written authorization. The Service Provider also undertakes not to use the Data for purposes other than those necessary for providing the Solution and associated services.

However, the Service Provider reserves the right to use the Data for statistical, improvement, or evaluation purposes of the Solution, provided that the Data is first pseudonymized and applicable rules regarding the protection of personal data are respected.

The Service Provider also reserves the right to communicate the Data to the competent authorities upon their express and reasoned request, in compliance with the laws and regulations in force.

The price for the set-up and the price per call (or the subscription price) are indicated in the quote established by the Service Provider and accepted by the Client. The price includes:

- a fixed amount corresponding to the set-up fees,
- a variable amount corresponding to the price per call or conversation, or a fixed amount for the implementation of the solution.

The fixed amount is invoiced once, upon signing the quote. The variable amount (or the subscription) is invoiced monthly, according to the number of calls or conversations sent or received. The price is expressed in euros and excludes taxes.

The price is increased by the applicable VAT rate on the day of the order.

The payment of the fixed amount is made in one installment, upon signing the quote.

The payment of the variable amount, or the subscription, is made monthly or according to any other terms indicated in the quote established by the Service Provider and accepted by the Client. The Service Provider sends the Client an invoice at the end of each period by email, detailing the services provided and the amounts due for the Solution.

Invoices must be paid, unless otherwise agreed by the Parties, within thirty (30) days from the date of receipt of the invoice by the Client.

Payment is made by automatic debit from the Client's bank account, after the Client has provided the Service Provider with a signed SEPA direct debit mandate and an accompanying bank identity statement (RIB).

All non-payment fees, following a bank rejection of a Client payment, shall remain the Client's financial responsibility.

Failing payment by the aforementioned deadlines, a late payment penalty calculated on the basis of an interest rate set at three (3) times the legal interest rate, as well as a lump-sum indemnity for recovery costs of forty euros excluding taxes (€40 excl. VAT) shall be payable to diago without prior formal notice. Where applicable, when these fees exceed the amount of this indemnity, diago may claim supplementary compensation from the Client, upon presentation of supporting documents detailing the efforts made.

diago reserves the right, ten (10) days after sending a formal demand for payment by registered mail that remains partially or totally ineffective, to suspend the execution of ongoing Services until full payment of the sums due. This suspension cannot be considered a termination of the Agreement nor give rise to any right to compensation for the Client.

These GTC may be terminated automatically by the Parties without judicial intervention in the event of a sufficiently serious breach by either Party of the essential obligations incumbent upon them under these terms. The obligation to pay the price by the Client is notably considered essential.

The GTC may then be terminated automatically, as of right and without any formality other than that which follows being necessary, by the injured Party, if the defaulting Party does not remedy its breach within a period of fifteen (15) calendar days from the date of receipt of the notification sent to it by the injured Party by registered letter with acknowledgment of receipt, at the fault of the defaulting Party, and without prejudice to damages and interest that the injured Party would be entitled to claim.

The GTC shall also be terminated automatically (ii) if the other Party is subject to collective proceedings relating to a cessation of payments, placed under administration, liquidation, or assignment for the benefit of creditors, or (iii) in the event of a Force Majeure Event as defined by Article 1218 of the Civil Code persisting for more than fourteen (14) days.

In the event of early termination, the Client remains liable for the payment of sums due for services provided up to the effective date of termination.

Each Party shall return to the other within fifteen (15) calendar days following termination all documents or elements (visuals, files, etc.) provided within the framework of the execution of the Services (including Confidential Information, and Client Data), and undertakes not to keep any copies thereof.

From the date of termination, the GTC cease to have effect, except for the rights and obligations intended to survive them (notably the articles "Intellectual Property Rights", "Liability", and "Confidentiality").

The mere expiration of the GTC at their term does not entitle the Client to any compensation.

Temporary or permanent non-use of the Solution by the Client does not entitle the Client to any compensation, early termination, extension, or suspension.

Les Parties demeurent titulaires de l’intégralité des droits de propriété intellectuelle et/ou matérielle sur les progiciels, logiciels, méthodes, savoir-faire, documents, signes distinctifs, matériels, données, qui sont de leur propriété et/ou pour lesquels elles ont obtenu une licence ou un droit d’usage et/ou qui sont réalisés, utilisés ou rendus accessibles à l’autre Partie dans le cadre des Prestations objet du Contrat.

diago is the exclusive owner of all Intellectual Property Rights relating to the Solution and associated services, as well as any element that composes them or derives from them, such as software, databases, interfaces, algorithms, models, source codes, documentation, trademarks, logos, designs, etc.

diago is and remains the holder of the Intellectual Property Rights attached to its Conversational Agent, these GTC not operating any transfer of Intellectual Property Rights to the benefit of the Client. This Agreement should not be interpreted as the assignment of any Intellectual Property Right to the Client.

diago grants the Client a non-exclusive, personal, and non-transferable right to use the Solution and associated services, for the duration of the agreement and within the framework of the GTC.

The Client undertakes to respect diago's Intellectual Property Rights and not to infringe upon them. The Client notably agrees to:

- Not reproduce, copy, modify, adapt, translate, decompile, disassemble, or extract all or part of the Solution or associated services;
- Not create derivative works from the Solution or associated services;
- Not assign, lease, lend, distribute, or transfer the Solution or associated services to third parties;
- Not use the Solution or associated services for purposes other than those for which they were designed;
- Not bypass or alter the technical protection or security devices of the Solution or associated services;
- Not use the Solution or associated services in a manner that would prejudice the rights of the Service Provider or third parties.

Any unauthorized use of the Solution or associated services constitutes infringement likely to engage the Client's civil and criminal liability.

The Client is the exclusive owner of all Intellectual Property Rights relating to the Data it uses, processes, or stores in the context of using the Solution.

diago undertakes to respect the Client's Intellectual Property Rights and not to infringe upon them. diago notably agrees to:

- Not reproduce, copy, modify, adapt, translate, decompile, disassemble, or extract all or part of the Data;
- Not create derivative works from the Data;
- Not assign, lease, lend, distribute, or transfer the Data to third parties;
- Not use the Data provided for purposes other than those necessary for providing the Solution and associated services;
- Not bypass or alter the technical protection or security devices of the Data;
- Not use the Data in a manner that would prejudice the rights of the Client or third parties.

diago undertakes to perform its obligations under these GTC with professionalism and all the required care in accordance with best practice and standards customary in the profession. In the context of the execution of these GTC, diago assumes an obligation of means; consequently, diago's liability can only be established in case of a serious breach in the performance of its obligations, demonstrated by the Client.

The Service Provider undertakes to implement all necessary means to ensure the proper functioning, availability, and security of the Solution and associated services.

The Client is reminded that the use of the Internet network inherently involves risks related to the malfunctions inherent in this network and the existence of viruses or malicious acts by third parties.

diago cannot therefore be held responsible for any malfunction, contamination of the Client's computer equipment during or after the use of the services, impossibility of access, or poor conditions of use attributable to its equipment, the Internet access provider, network congestion, or any other reason external to diago. The use of the Internet and corollary equipment involves electronic or telephone communication costs, which are the exclusive responsibility of the Client and will not be borne by diago.

diago undertakes to provide corrective and evolutionary maintenance of the Solution, in order to correct any malfunctions, and to improve the performance and functionalities of the Solution.

diago undertakes to respect the rights and interests of the Client and third parties, particularly regarding Intellectual Property and the protection of personal data.

diago guarantees the Client that it has all the necessary rights and authorizations to provide the Solution and associated services, without infringing the rights of the Client or third parties.

diago reserves the right to carry out updates to the services, particularly in terms of presentation, organization, and technological, regulatory, and legislative changes. The provisions of these GTC apply fully and automatically to the Service thus updated.

diago's liability can only be engaged in the event of a proven fault on its part in the execution of the Services.

diago's liability is limited to direct, material, and foreseeable damages suffered by the Client due to the Service Provider's breach of its contractual obligations.

diago's liability cannot be engaged for indirect, immaterial, or unforeseeable damages suffered by the Client or by third parties, such as loss of turnover, loss of profits, loss of customers, loss of data, damage to image or reputation, etc.

The Service Provider's liability cannot be engaged for damages resulting from:
- Illicit, fraudulent, or abusive use of the Solution or associated services by the Client or by a third party;
- Breach of the GTC by the Client or by a third party;
- Negligence, fault, or willful misconduct (dol) of the Client or a third party;
- A Force Majeure Event or an event beyond the Service Provider's control;
- A malfunction, interruption, or degradation of the internet network, computer equipment, or software used by the Client or a third party;

The total amount of the Service Provider's liability may in no case exceed the total amount paid by the Client under the agreement during the twelve (12) months preceding the occurrence of the damage.

The Client undertakes to use the Solution and associated services in accordance with the GTC. The Client notably agrees to comply with the rules for using the Solution set out in Article 4.2 of the GTC.

The Client undertakes to pay the prices according to the terms indicated in the quote established by the Service Provider and accepted by the Client. The Client notably agrees to provide diago with a signed SEPA direct debit mandate and an accompanying RIB, and to have sufficient funds in its bank account to honor its payments.

The Client undertakes to respect the rights and interests of diago and third parties, particularly regarding Intellectual Property and the protection of personal data.

The Client's liability can only be engaged in the event of a proven fault on its part in the execution of the agreement.

The Client's liability is engaged for all damages caused to the Service Provider or third parties due to the Client's breach of its contractual obligations.

The Client's liability is notably engaged for damages resulting from:
- Illicit, fraudulent, or abusive use of the Solution or associated services by the Client or by a third party;
- Breach of the GTC or the GTCU by the Client or by a third party;
- Negligence, fault, or willful misconduct (dol) of the Client or a third party;
- Delay or failure to pay the price by the Client;

The total amount of the Client's liability is not limited and covers all damages suffered by the Service Provider or third parties.

The Client undertakes to possess the necessary power, authority, and capacity to conclude and execute the obligations provided herein.

The Client declares not to be a direct or indirect competitor of diago, subject to exceptions for which diago agrees to allow a competitor access to its services.

It is the Client's responsibility to ensure that the storage, publication, and distribution of its data via the services do not constitute:
- a violation of third parties' Intellectual Property Rights;
- a violation of the regulations in force concerning the processing of personal data;
- an infringement of personal rights or respect for privacy;
- a breach of public order;
- a criminal offense.

The Client undertakes:
(i) not to sell, resell, or rent the services;
(ii) not to use the services to record or transmit any virus, worm, time bomb, Trojan horse, and other harmful or malicious code, files, scripts, agents, or programs;
(iii) not to alter or disrupt the integrity or performance of the services or the third-party data contained therein;
(iv) and not to attempt to gain unauthorized access to the services or the systems or networks associated with them.

The Client has provided and will provide diago with a complete and accurate description of the operating conditions in which it intends to use the Solution and acknowledges that any failure in this duty to inform could lead to operating difficulties with the Solution or prevent diago from fulfilling its duty to advise.

The Client generally provides its full cooperation to enable diago to make the Solution efficiently available. The Client ensures in particular that all elements necessary for the execution of these GTC are made available to diago.