Terms and Conditions for Koncile

1. Purpose

These General Terms of Use (hereinafter the “General Terms of Use”) apply to the access and use of user accounts and administrator accounts provided by Koncile SAS, a simplified joint-stock company with its registered office located at 5 Boulevard des Bouvets, 92000 Nanterre, France, registered with the Nanterre Trade and Companies Register under number 948 056 205 (hereinafter “Koncile”), to its clients (hereinafter the “Client(s)”) as part of the subscription agreement between the Clients and Koncile (hereinafter the “Subscription Agreement”), or in the context of a free use of said accounts.

These General Terms of Use define the obligations and responsibilities of the Client and its users (hereinafter the “Users”) of the accounts through which Koncile provides its services (hereinafter the “Services”).

The term “Parties” refers, for a given Subscription Agreement, to the Client and Koncile.

By using a user account for the first time, the Client accepts these General Terms of Use. In the event of any conflict between the General Terms of Use and the Subscription Agreement, the Subscription Agreement shall prevail.

Koncile reserves the right to modify these General Terms of Use at any time, with prior notice to the Clients in the event of any material changes.

2. Description of Services and Account

The Services enable Clients to perform automated processing of their documents, analyze them, and detect anomalies, in accordance with the terms of the Subscription Agreement and these General Terms of Use. In this context, Koncile provides user accounts and administrator accounts (hereinafter “User Accounts”) to its Clients based on the subscription agreement entered into with the Clients.

The Client will have access to administrator accounts, which, in addition to the functionalities available through User Accounts, allow the Client to add additional Users, manage User access, and administer the contract with Koncile.

Furthermore, prior to entering into a Subscription Agreement, prospective clients may be granted access to a demonstration account (hereinafter a “Demo Account”). The provisions of these Terms shall apply to Users of Demo Accounts to the extent that they are compatible with the nature of such accounts and the absence of a Subscription Agreement.

3. User Account Access Conditions

Legal Conditions

In order to access and use one or more User Accounts, the Client must have the legal capacity to agree to and comply with these General Terms of Use. The Services are to be used for professional purposes only. Users (as a partner or employee of a Koncile Client) must be authorized by a Client to access and use a User Account.

Technical Requirements

User Accounts are accessible via the Internet.

The Client shall ensure that the Users:

• have a high-speed Internet connection and use the Services on Google Chrome (version 64.0.3282 or later) and with one of the following operating systems: Microsoft Windows (Windows 8 or later), Mac OS (version 10.10 or later), or Linux;
• must keep their browser and operating system up to date in order to fully utilize the Services.
  

For the use of User Accounts, Koncile provides recommendations regarding configurations or other technical requirements. The Client remains solely responsible for implementing these recommendations.

Furthermore, to ensure access to their User Accounts, the Client shall ensure that its Users provide a valid email address and notify the holder of an administrator account in writing in the event of any change or error in their email address.

All costs related to equipment and Internet connection are the sole responsibility of the Client.

Security Conditions

To ensure the security of its User Accounts, the Client must ensure that each of its Users:

• uses, upon first login to their account, a unique, personal, and strong password (in accordance with Koncile’s privacy policy), which must remain strictly confidential;
• does not share their password with anyone under any circumstances, nor make their User Account available to any third party;
• regularly changes their password.
  

The Client shall be held responsible in the event of the loss of a User’s password.

The Client acknowledges that Koncile cannot be held liable in the event of unauthorized access to its Account due to a security breach or failure resulting from negligence, error, or omission on the part of its Users.

4. Obligations and Liabilities

Obligations and Liability of Koncile

Koncile undertakes to perform its obligations with all due care customarily exercised in its profession, in accordance with an obligation of means.

Koncile grants the Client a non-exclusive, non-transferable license to use the User Accounts in accordance with these General Terms of Use.

Koncile provides the Client with access to the software’s functionalities via its cloud-hosted server. Koncile is responsible for hosting the Client’s data, maintaining and securing the software, and providing technical support services. The software and the data it contains are hosted by Koncile on Amazon Web Services servers located in France. Koncile performs data backups.

In this context, Koncile will use its best efforts to make the User Accounts accessible via the Internet through a secure SSL connection (https) and a dedicated URL, with continuous access 24 hours a day, 7 days a week.

However, a Client’s access to its User Accounts may be suspended in the event of:

• maintenance of the Services,
• suspension of its User Accounts,
• unavailability due to circumstances beyond Koncile’s control, including but not limited to force majeure events, failures or delays by Internet service providers, or issues related to the Client’s computer equipment.
  

Clients will be informed of any interruptions whenever reasonably possible.

HOWEVER, THE CLIENT ACKNOWLEDGES THAT THE USER ACCOUNTS AND THE SERVICES THEY ACCESS ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND. KONCILE MAKES NO WARRANTY THAT THE USER ACCOUNTS WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

As part of the continuous improvement of the Services, and subject to prior notice to the Clients, Koncile may install updates or new versions of its application.

No temporary interruption of the Services shall give rise to any compensation to the Client from Koncile.

Koncile is committed to securing access to and use of the User Accounts. These security measures have been implemented to ensure the safe access to and use of the Services.

The User Accounts and the data they contain are hosted by Koncile on Amazon Web Services servers located in France.

The Client acknowledges that its User Accounts may be deleted, in accordance with applicable law and/or the Subscription Agreement, upon termination of the Subscription Agreement between Koncile and the Client. It is the Client’s responsibility to inform its employees of the deletion of their User Accounts. Users shall download the documents and data from their accounts before the end of the access period, as such content is not retained indefinitely by Koncile.

Koncile undertakes to take the necessary measures to ensure the security and confidentiality of the information contained in the User Accounts.

The Client acknowledges that Koncile can only be held liable for direct and foreseeable damages exclusively caused by Koncile.

In particular, Koncile shall not be held liable for:

• the consequences of providing inaccurate and/or incomplete content during the setup or use of the User Accounts;
• any difficulties or inability to access the User Accounts due to the Client’s IT system or telecommunications equipment;
• the accidental deletion of Client-related data by Users or by a third party who accessed the Services without any involvement from Koncile.

User Obligations and Liability

The Client declares that it:

• holds all necessary rights and authorizations to use the content within its User Accounts;
• has backed up its data on one or more reliable storage media prior to any use of the User Accounts and undertakes to perform regular backups of its data during the use of its User Accounts.
  

The Client undertakes to:

• in its use of Koncile’s Services, comply with all applicable legal and regulatory provisions relating to the protection of personal data;
• provide accurate and up-to-date information when setting up and using its User Accounts, it being understood that Koncile shall not be held liable in the event of errors or failures resulting therefrom;
• use the Services, including its User Accounts, solely in the context of its professional activity and not for any illegal, prohibited, or unlawful purposes, nor to harm third parties or Koncile, or in any manner not provided for in these General Terms of Use, and more generally, not to disrupt the proper functioning of the Services;
• not access, in an unauthorized manner, its User Accounts or the systems and networks associated with them;
• not make its User Accounts available to third parties;
• not upload or create content containing or likely to contain a virus or any program that could damage the Services, in whole or in part;
• not use the User Accounts to promote its own services or those of a third party;
• not use the Services for the sending and hosting of content likely to disturb public order or violate public morals (violent, obscene, illegal, pornographic, defamatory, harmful, prejudicial, discriminatory, etc.). The Client acknowledges that any content deemed to violate applicable laws or regulations may be submitted by Koncile to the authorities responsible for enforcing the law and/or may be immediately removed by Koncile.
  

In particular, the Client is solely responsible for damages resulting in whole or in part from:

• from improper use of its User Accounts (including through negligence);
• from unauthorized access or fraudulent use, or any use by a third party using the credentials of its User Accounts;
• from the computer and telecommunications equipment used to access the User Accounts as part of the order.
  

The credentials are unique, personal, and strictly confidential. Both Koncile and the Client agree, each within their respective responsibilities, to maintain their confidentiality. The Client is solely responsible for their use by its Users. The Client undertakes to notify Koncile immediately of any theft or breach of the confidentiality of the credentials.

The Client is solely responsible for any relationships it may have with third parties and guarantees Koncile against any complaint, claim, or action by a third party arising from a breach of these General Terms of Use, improper or incorrect use of its User Accounts, or violation of any law, regulation, or third-party rights, and undertakes to reimburse Koncile for any amounts that may be claimed from it.

Furthermore, the Client acknowledges that Koncile has no control over the transfer of its data through a public network that its Clients may use to access their User Accounts.

Therefore, Koncile cannot be held liable for any hijacking, damage, capture, loss, or misuse of Client data, or any event affecting the Client that may occur during the transfer of data over public telecommunications networks by the Client's Users.

Confidentiality

The Parties agree on the confidential nature of the Subscription Agreement and, therefore, undertake not to disclose its terms to any third party.

The Parties also agree not to disclose any confidential information exchanged between them in the context of the performance of the Subscription Agreement, it being specified that confidential information includes, but is not limited to, all documents, information, and data communicated by one Party to the other Party in connection with the performance of the Subscription Agreement, whether in writing or orally, in any format, including but not limited to graphics, drawings, plans, reports, customer lists, price lists, results, meeting minutes, instructions, and other materials.

The confidentiality obligation under this article shall not apply to documents, information, and data: (i) that are in the public domain at the time of their communication or have fallen into the public domain after that time; (ii) that have been communicated to one Party on a non-confidential basis by a third party; (iii) that a Party is required to disclose by law, regulation, judicial decision, or upon request from a public authority.

Confidential information may also be disclosed with the prior written consent of the other Party. The Parties agree that, unless otherwise specified in the Subscription Agreement or the General Terms of Use, the existence of their contractual relationship is not considered confidential and may be disclosed publicly.

Each Party undertakes to disclose confidential information only to its personnel, agents, subcontractors, and authorized recipients and agrees to impose on them an obligation to protect it from unauthorized disclosure in a manner at least equivalent to that agreed under the Subscription Agreement and these General Terms of Use, and guarantees the other Party against any disclosure by them.

The Parties agree to enforce the confidentiality of all information and data exchanged between them under the Subscription Agreement with their subcontractors, personnel, and other third parties. Any breach by a Party of the commitments made under this article will constitute a material breach of its obligations, engage its liability, and entitle the other Party to compensation for the resulting damages.

The Parties agree to respect the obligations under this article throughout the term of the Subscription Agreement and for five (5) years following the expiration or termination of the Subscription Agreement.

5. Demo Accounts

Before entering into a Subscription Agreement, potential Clients may benefit from a Demo Account for a limited period (hereinafter the "Trial Period"). The Demo Account is intended to allow a potential Client to explore all the features of the Services. At the end of the Trial Period, the potential Client will only be able to continue using the Services if they have entered into a Subscription Agreement with Koncile.

When using a Demo Account, the potential Client acknowledges that at the end of the Trial Period, they will no longer have access to the Demo Account. As a result, any customization, configuration, as well as all content, data, and information entered into the Demo Account will be lost.

The potential Client also acknowledges that the Demo Account is solely intended to present the interface and features of the Services available through the User Accounts. Any commercial, intensive, or recurring use of the Services within the Demo Account is strictly prohibited, unless expressly authorized in advance by Koncile. Only occasional testing of the Services, conducted for evaluation purposes, on a set of documents not exceeding a total of 50 pages per Client, is permitted.

6. Term and Termination

The duration of the Subscription Agreement is defined by the parties in the Subscription Agreement.

In the absence of any contrary provisions in the Subscription Agreement:

• The Agreement begins on the date of signing.
• It is automatically renewed for successive periods of one month, unless terminated or not renewed by either Party as set forth below.
• Each Party may oppose the renewal of the Agreement by providing a minimum notice of one month if initiated by the Client, or two (2) months if initiated by Koncile.
• The Client’s notice of non-renewal shall be sent via email by a duly authorized legal representative of the Client to the email address contact@koncile.ai, specifying the desired termination date and the reasons for termination.

In the event of non-performance by either Party of any obligation under the Subscription Agreement or these General Terms of Use, the other Party may issue a formal notice requiring compliance with the obligations. If the obligations are not performed within fifteen (15) days from the receipt of the formal notice, the other Party may terminate the Subscription Agreement automatically and with immediate effect, without the need for judicial formalities, and without prejudice to any potential damages it may seek to claim.

Termination for non-performance of the Subscription Agreement may occur in the event of a breach by the other Party of its obligations under the Subscription Agreement or the General Terms of Use, including but not limited to the Client’s payment obligations.

In the case of serious and/or repeated non-performance by the Client of any of the obligations under the Subscription Agreement or the General Terms of Use, Koncile may, at its sole discretion, terminate the Subscription Agreement automatically and at any time, with simple written notice, without prejudice to any damages.

In the event of termination of the Subscription Agreement for any reason, all amounts owed by the Client to Koncile at the date of termination shall be payable, and no refund will be made for sums already paid to Koncile by the Client under the Subscription Agreement.

Upon the effective date of termination, the provision of the Services will be suspended.

7. Beta Test

When Koncile provides features or any other components of its Services in a beta version, the following provisions apply:

• Koncile may, at its sole discretion, offer the Client the opportunity to voluntarily test the beta versions for free;
• the Client accepts that beta versions may include known or unknown bugs, and that data synchronized by the Client may be deleted and/or reset at any time, and that, in some cases, beta versions may damage the Client's equipment. The Client acknowledges that it will bear sole responsibility for any consequences and risks of any nature related to the use of beta versions.

The features in beta testing will be identified as such within the application through banners or "beta" badges.

8. Intellectual Property

Koncile’s Intellectual Property

Koncile is and remains the sole owner of all intellectual property rights related to the Services accessible through the User Accounts and declares that it has obtained all necessary intellectual property rights to operate them.

As a result, all elements comprising the Services, in their structure, appearance, or content (including but not limited to databases, texts, graphic texts, animated or static images, sounds, designs, graphics, logos, names, trademarks, descriptions, tabs, features, signs, etc.) are owned by Koncile or are subject to an intellectual property rights transfer to Koncile or the granting of a license to Koncile. These elements are protected against unauthorized use by law, the Subscription Agreement, or the General Terms of Use. Therefore, any use of these elements for purposes other than those permitted under these General Terms of Use is subject to Koncile’s prior written consent.

In this regard, the Client acknowledges that it is not authorized to:

• modify, create derivative works, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy all or part of the Services and the associated documentation (including files, components, or similar data structures);
• access or use the Services to build or provide, directly or indirectly, a competing service;
• license, sell, transfer, assign, distribute, sublicense, permit the use of, or make the Services available to third parties, except as expressly authorized under a contract with Koncile.

User’s Intellectual Property

All content uploaded by the Users of a Client to the User Accounts remains the property of the Client.

The Client retains intellectual property rights over the content it provides when using its User Accounts.

By using its User Accounts, the Client grants Koncile the right to use this content solely within the scope of the Services and within the limits set by these General Terms of Use and the Subscription Agreement concluded with the Client, who has requested a license to use the content on behalf of its Users.

The Client acknowledges that it is solely responsible for the accuracy, completeness, quality, legality, reliability, and appropriateness of the data transmitted, and for obtaining all the necessary rights related to the data transmitted to Koncile, required for Koncile to provide the Services.

9. Financial Terms

All prices are stated excluding VAT and other taxes, duties, fees, or charges payable by the Client in accordance with the applicable regulations at the time of Koncile's invoice issuance, which will remain the sole responsibility of the Client.

Each invoice must be paid within a period not exceeding thirty (30) days from the date of the invoice.

The Client expressly acknowledges and agrees that Koncile reserves the right to send its invoices in electronic format (PDF) to the email address provided by the Client as the contact address in the Subscription Agreement.

Unless a timely deferral is requested and granted by Koncile, any payment delay, in whole or in part, will accrue interest at a rate of three (3) times the legal interest rate per day of delay, payable by the Client as of the day after the payment due date.

The Parties agree that this interest rate is calculated pro rata temporis on a calendar monthly basis, with each partial month counted as a full month.

The Subscription Agreement sets forth the other applicable financial conditions.

Payments for the services may be made via Stripe, a third-party payment service provider. By making a payment, the Client agrees to the terms and conditions of Stripe, available at https://stripe.com/fr/legal. The Client acknowledges that Stripe will securely process all payment information and that sensitive data will not be stored by our company.

The Client agrees to bear any applicable transaction fees unless otherwise indicated. Refunds and chargebacks will be handled in accordance with Stripe's policies and timelines. Our company cannot be held responsible for any delays or errors in processing caused by Stripe.

By making a payment, the Client accepts these conditions and understands that payment processing complies with applicable laws and regulations. Payment-related disputes must first be addressed through Stripe’s dispute resolution process before any further action.

10. Personal Data

The Client acknowledges that, with respect to personal data processed in connection with the use of the Services, it acts as the data controller. As the data controller, the Client is responsible for determining the purposes and means of personal data processing and ensuring the lawfulness of such processing, including obtaining the necessary consents or relying on other legal bases in accordance with applicable data protection laws, such as the General Data Protection Regulation (EU) 2016/679.

Koncile acts as a data processor on behalf of the Client in the provision of the services under the Subscription Agreement and the General Terms of Use. Koncile will process personal data solely on the Client’s instructions and to the extent necessary to provide the Services.

The processing of personal data by Koncile is limited to activities necessary for the provision of the Services, including extracting, storing, and transmitting data from documents in accordance with the Client’s instructions. The purposes of the processing will be more precisely defined in Koncile's privacy policy.

11. Suspension - Termination

Koncile reserves the right to suspend or delete a User Account without prior formal notice and without the Client holding the account being entitled to claim compensation in the event of the Client's failure to meet its obligations or in any other case under the Subscription Agreement or the General Terms of Use.

In the event of suspension, if the Client remedies the reason for the suspension, the User Account will be made accessible again within a reasonable timeframe, it being understood that the suspension of the User Account does not waive Koncile’s right to suspend or delete User Accounts.

12. Force Majeure

The parties shall not be held liable for any losses, damages, delays, non-performance, or partial performance resulting directly or indirectly from a force majeure event, in accordance with the case law of the French Court of Cassation.

13. Contact et Notifications

Notifications related to the execution of these General Terms of Use and the Subscription Agreement must be sent to the following individuals (or to any other person designated in writing by the Parties, as applicable), by mail or email:

Jules Ratier
President of Koncile SAS
5 Boulevard des Bouvets, 92000 Nanterre
contact@koncile.ai

For any questions regarding these General Terms of Use or to obtain a PDF version, the Client may write to the following email address: contact@koncile.ai.

14. References

In the context of executing these General Terms of Use, the Parties agree that Koncile may mention the Client’s company name and/or trade name and reproduce its trademarks and logos as a reference on all communication materials, including on its website (www.koncile.ai).

Consequently, the Client grants Koncile a non-exclusive license to use its trademarks, logos, company name, and trade name for the public referencing of its clients. This license is granted free of charge, worldwide, and for the duration of the Subscription Agreement.

15. Relationship Between the Parties

Under no circumstances shall these General Terms of Use be considered as constituting a partnership between the parties or any other situation leading to mutual or joint representation between them in relation to third parties. Furthermore, these General Terms of Use do not create any subordinate relationship between the Parties, who shall retain their full autonomy with respect to each other.

16. Governing law

These General Terms of Use are governed by French law. Any dispute regarding the validity, interpretation, or execution of these terms shall be subject to the exclusive jurisdiction of the courts of Paris.