Terms and Conditions for Account Use

1. Purpose

These Terms and Conditions of Use (hereinafter referred to as the “Terms of Use”) govern the access and use of user accounts and admin accounts provided by Koncile SAS, a simplified joint-stock company headquartered at 5 Boulevard des Bouvets, 92000 Nanterre, registered with the Nanterre Trade and Companies Register under number 948056205 (hereinafter “Koncile”), to its Clients (hereinafter the “Client(s)”). These Terms apply within the framework of the subscription agreement between Clients and Koncile (hereinafter the “Subscription Agreement”), which takes precedence in the event of any conflict.

They also apply to the access and use of a demo account as defined in Article 2 of these Terms.

These Terms of Use set forth the obligations and responsibilities of each User of a Koncile account (hereinafter referred to as the “Users”) through which Koncile provides its services (hereinafter the “Services") to its Clients.

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

By using a User Account (as defined below) for the first time, the User agrees to these Terms of Use.

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

2. Description of Services and Account

The Services enable Clients to perform automated processing of their documents, analyze their invoices, detect anomalies, and manage their purchasing activities in accordance with the terms of the Subscription Agreement. In this context, Koncile provides user accounts (hereinafter referred to as “User Accounts”) and administrator accounts (hereinafter referred to as “Administrator Accounts”) to its Clients based on the subscription agreement entered into with the Clients.

The Client will have Admin Accounts, which, in addition to providing the features available to User Accounts, allow the Client to add additional Users, manage User access, and oversee the contract with Koncile.

Additionally, before entering into a Subscription Agreement, potential clients may be provided with a demonstration account (hereinafter a “Demo Account”) for a limited period. At the end of the trial period, the potential client must enter into a Subscription Agreement to continue using the services.

By using a user account for the first time, the User agrees to these Terms of Use.

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

3. User Account Access Conditions

Legal Conditions

To access and use a User Account, Users must have the legal capacity to agree to these Terms of Use. The Services are intended solely for professional purposes.

The Client will have Admin Accounts that, in addition to the functionalities available in User Accounts, allow the Client to add additional Users, manage User access,
and oversee the contract with Koncile.

Users (as a partner or employee of a Koncile Client) must be authorized by a Koncile Client to access and use a User Account.

Technical Requirements

User Accounts are accessible via the Internet. Users:

- must have a high-speed Internet connection and use the Services on Google Chrome (version 64.0.3282 or later) with one of the following operating systems: Microsoft Windows (Windows 8 or later), Android (version 4.1 or later), Mac OS (version 10.10 or later), Apple iOS (version 9 or later), or Linux, as these are the technical prerequisites;

- must keep their browsers and operating systems up to date to fully utilize the Services.

For optimal use of User Accounts, Koncile recommends certain configurations and other technical requirements, which Users are solely responsible for meeting.

Additionally, to ensure access to their User Account, Users must provide a valid email address and inform an Administrator in writing in case of any changes or errors in their email address.

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

Security Conditions

To ensure the security of their User Account, the User must:

• create a unique, personal, and strong password upon first login (in accordance with Koncile’s privacy policy), which must remain strictly confidential;

• never share their password with anyone or, for any reason, allow a third party access to their User Account;

• regularly change their password.

The User is responsible for any consequences resulting from the loss of their password.

The User acknowledges that Koncile cannot be held liable for unauthorized access to their Account due to a security breach arising from the negligence, error, or omission of the User or the Client.

4. Obligations and Liabilities

Obligations and Liability

Koncile commits to fulfilling its obligations with all the professional diligence expected in its field, operating under a duty of reasonable effort.

Koncile grants Users a non-exclusive, non-transferable license to use their User Accounts in accordance with these Terms of Use. Koncile will endeavor to make User Accounts accessible via the Internet through a secure SSL connection (https) and a dedicated URL, with continuous availability 24/7.

However, User access to their accounts may be suspended in cases of:

• Service maintenance (as specified in the service contract),

• Suspension of the User Account (see below),

• Unavailability due to circumstances beyond Koncile’s control, including but not limited to force majeure events, internet service provider
failures or delays, or issues related to Client equipment.

Where possible, Users will be informed of any interruptions.

HOWEVER, USERS ACKNOWLEDGE THAT THE USER ACCOUNTS AND SERVICES PROVIDED ARE OFFERED “AS IS,” WITHOUT ANY GUARANTEES. KONCILE DOES NOT WARRANT THAT USER ACCOUNTS WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

As part of its ongoing commitment to improve the Services, and after informing Clients in advance, Koncile may install updates or new versions of its application. Any temporary service interruptions due to updates will not entitle Users to any compensation from Koncile.

Koncile is committed to securing access to and usage of User Accounts according to the security measures detailed here: https://www.koncile.ai/en/securitypolicy. These measures are in place to ensure the secure access and use of the Services.

User Accounts and their data are hosted by Koncile on Amazon Web Services servers in France (European Union).

The User acknowledges that their User Account may be deleted at the end of the Subscription Agreement between Koncile and the Client, in compliance with applicable law and/or the Subscription Agreement. The Client is responsible for notifying its employees about the deletion of their User Accounts. The User should download any documents or data before the end of their Account access period, as these contents are not retained indefinitely by Koncile.

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

The User 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 inaccurate or incomplete information provided during User Account setup and/or use,

• difficulties or inability to access the User Account due to the User’s computer system or telecommunications equipment,

• accidental deletion of User data by the User, Client, or a third party who accessed the Services without any involvement by Koncile.

User Obligations and Liability

The User hereby declares that they:

• have the authority and capacity to enter into this contract;

• possess all necessary rights and permissions to use the content in their User Account;

• have backed up data on one or more reliable media before using and activating their User Account and commit to regular data backups while using the Account.

The User agrees to:

• comply with all applicable laws and regulations and not infringe on the rights of third parties or public order;

• adhere to legal and regulatory requirements regarding personal data protection;

• provide accurate and current information when setting up and using their User Account, acknowledging that Koncile cannot be held liable for any errors or failures resulting from inaccurate information;

• use the Services, including their User Account, strictly within their professional activities and not for illegal, prohibited, or improper purposes, nor in a way that could harm third parties or Koncile, or in conditions other than those specified in these Terms of Use. More generally, the User agrees not to disrupt the Services’ functionality;

• refrain from unauthorized access to their User Account or any associated systems and networks;

• not make their User Account accessible to third parties;

• not upload or create any content that contains, or could contain, viruses or programs that could damage or destroy the Services, in whole or in part;

• refrain from using their User Account to promote their own services or those of a third party;

• not use the Services to transmit or store content that could disrupt public order or violate accepted standards of decency (e.g., violent, obscene, illegal, pornographic, defamatory, harmful, or discriminatory content).

The Client acknowledges that any content deemed to violate laws or regulations may be reported by Koncile to law enforcement authorities and/or removed by Koncile without delay.

The User is solely responsible for any intangible or indirect damages, particularly those resulting from lost profits, opportunities, business, or revenue. Specifically, the User is fully responsible for damages resulting, in whole or in part, from:

• misuse of their User Account (including negligence);

• unauthorized access, fraudulent use, or any use by a third party with their User Account credentials;

• the computer and telecommunications equipment used to access the User Account.

The User is also solely responsible for their interactions with third parties and agrees to indemnify Koncile against any complaints, claims, or actions from a third party resulting from any violation of these Terms of Use, misuse of their User Account, or violation of any law, regulation, or third-party right, and agrees to reimburse Koncile in full for any claims against it.

Furthermore, the User acknowledges that Koncile does not control the transfer of data through any public network that the User may use to access their User Account. Therefore, Koncile cannot be held liable in the event of data diversion, damage, interception, loss, or misuse, or any event impacting the User during data transfers over public telecommunications networks by the User or the Client (the User’s employer).

Confidentiality

The Parties agree that the Subscription Agreement is confidential and therefore undertake not to disclose their content to any third party.

Additionally, the Parties agree not to disclose any confidential information exchanged between them in the context of fulfilling the Subscription Agreement. Confidential information includes, but is not limited to, all documents, information, and data shared by one Party with the other, whether in written or oral form, regardless of format or medium, including but not limited to charts, drawings, plans, reports, client lists, price lists, results, meeting minutes, instructions, and other related materials.

The confidentiality obligation outlined in this article does not cover documents, information, and data that:
(i) were already in the public domain at the time of disclosure or subsequently entered the public domain;
(ii) were provided to one Party on a non-confidential basis by a third party;
(iii) a Party is required to disclose by law, regulation, court order, or at the request of a public authority.

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

Each Party agrees to share confidential information only with its employees, agents, subcontractors, and authorized recipients, ensuring that they are bound by confidentiality obligations at least equivalent to those set forth in the Subscription Agreement. Each Party guarantees the other against any unauthorized disclosure by such persons.

The Parties further commit to ensuring that their subcontractors, employees, and other third parties comply with the confidentiality requirements related to any information or data exchanged under the Agreement. Any breach by a Party of its obligations under this article will be considered a serious violation, incurring liability and entitling the other Party to compensation for any resulting damages.

The Parties agree to uphold the confidentiality obligations established in this article throughout the duration of the Subscription Agreement and for five (5) years following its expiration or termination.

5. Demo Accounts

Before entering into a Subscription Agreement, potential Clients may use a Demo Account for a limited period (hereinafter the “Trial Period”). The Demo Account allows a potential Client to explore all features of the Services. At the end of the Trial Period, the potential Client may only continue using the Services if they have entered into a Subscription Agreement with Koncile.

When using a Demo Account, the potential Client acknowledges that:

• all data entered by the User into the Demo Account will be considered fictitious;

• at the end of the Trial Period, they will no longer have access to the Demo Account. Consequently, any personalization, configuration, and all content, data, and information entered into the Demo Account will be lost;

• these data will not be processed by Koncile as personal data under European personal data protection law (Regulation 2016/679 of April 27, 2016 - GDPR).

The potential Client also acknowledges that the Demo Account is solely intended to showcase the interface and features available through User Accounts and agrees not to use the Demo Account for actual invoice analysis or purchase management.

Therefore, the potential Client understands that any results, data, or content generated within a Demo Account cannot be regarded as real or accurate.

6. Term and Termination

The duration of the Subscription Agreement is determined by the Parties as outlined in the subscription terms.

In the absence of specific provisions in the Subscription Agreement:

• The Agreement begins on the date of signing.

• It is automatically renewed for successive one-month periods unless terminated or non-renewed by either Party as specified below.

• Either Party may oppose the renewal of the Subscription Agreement by providing prior notice of at least one (1) month if initiated by the Client, or two (2) months if initiated by Koncile.

• The Client’s notice of non-renewal must be sent via email by a duly authorized legal representative to contact@koncile.ai, specifying the desired termination date and the reasons for termination.

If either Party fails to fulfill its obligations under the Subscription Agreement, the other Party may formally request compliance. If the obligations are not fulfilled within fifteen (15) days of receiving such notice, the other Party may terminate the Subscription Agreement immediately and without further legal formalities, without prejudice to any potential damages it may claim.

Termination for non-compliance may occur if one Party breaches its obligations under the Subscription Agreement, including, but not limited to, the Client’s payment obligations.

In the event of serious and/or repeated breaches by the Client of its obligations under the Agreement, Koncile may, at its sole discretion and without prejudice to any claims for damages, terminate the Subscription Agreement immediately at any time with simple written notice.

Upon termination of the Subscription Agreement, regardless of the cause:

• All amounts owed by the Client to Koncile as of the effective termination date must be paid.

• No refunds will be issued for any amounts paid by the Client to Koncile under the Subscription Agreement.

• On the effective termination date, access to the Services will be discontinued.

7. Beta Test

When Koncile provides beta features or other components of its Services, the following terms apply:

• Koncile may, at its sole discretion, offer voluntary Users the opportunity to test beta versions for free;

• The User acknowledges that beta versions may contain known or unknown bugs, and that any data synchronized by the User may be deleted and/or reset at any time. Furthermore, beta versions may, in some cases, cause damage to the User’s equipment. The User accepts full responsibility for any consequences and risks of any kind associated with using beta versions.

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 User Accounts and declares that it has acquired all necessary intellectual property rights to operate them.

Accordingly, all elements that constitute the Services, including their structure, appearance, and content (primarily databases, texts, graphics, animated or static images, sounds, designs, logos, names, trademarks, descriptions, tabs, functionalities, symbols, etc.), are owned by Koncile or are subject to intellectual property rights assignments or licenses granted to Koncile. These elements are protected from unauthorized use under applicable law and the Subscription Agreement. Any use of these elements beyond what is permitted under these Terms of Use requires prior written consent from Koncile.

In this regard, the User acknowledges that they are not authorized to:

• modify, create derivative works from, disassemble, decompile, reverse-engineer, reproduce, republish, download, or copy any part of the Services and related documentation (including file components or similar data structures);

• access or use the Services to directly or indirectly develop or offer a competing service;

• license, sell, transfer, assign, distribute, outsource, allow the use of, or make the Services available to any third party, except as expressly permitted under an agreement with Koncile.

Any use of the User Account and Services that violates these Terms of Use is strictly prohibited.

User’s Intellectual Property

The content within the User Account belongs to the User. The User retains intellectual property rights over any content they provide while using their User Account.

By using their User Account, the User grants Koncile permission to use this content solely within the scope of the Services and only to the extent specified by these Terms of Use and the Subscription Agreement entered into by the Client who requested the usage license on behalf of the User.

The User acknowledges that they are solely responsible for the accuracy, completeness, quality, legality, reliability, and appropriateness of the data transmitted, as well as for obtaining all rights related to the data provided to Koncile that are necessary for Koncile to make the Services available.

9. Financial Terms

All prices are quoted exclusive of VAT and other taxes, duties, levies, or charges applicable under current regulations as of the date of issuance of Koncile’s invoice, which remain the sole responsibility of the Client.

Each invoice must be paid within a maximum of thirty (30) days from its date of issuance.

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

Unless an extension is requested in advance and granted by Koncile, any delay in the payment of all or part of a sum due at its deadline will automatically incur late payment interest. Interest at three (3) times the legal interest rate will accrue in favor of Koncile for each day of delay starting the day after the payment due date.

The Parties agree that this interest is calculated on a prorated basis for each calendar month, with any started month being counted as a full month.

The Subscription Agreement specifies any additional applicable financial terms.

Payments for services may be processed through Stripe, a third-party payment service provider. By making a payment, the Client agrees to Stripe’s terms and conditions, available at https://stripe.com/legal. The Client acknowledges that Stripe will handle and process all payment information securely and that sensitive payment details will not be stored by our business.

The Client agrees to be responsible for any applicable transaction fees unless otherwise specified. Refunds and chargebacks will be managed in accordance with Stripe’s policies and timelines. Our business is not liable for payment processing delays or errors caused by Stripe.

By proceeding with payment, the Client agrees to these terms and understands that payment processing complies with applicable laws and regulations. Disputes related to payments will first be addressed through Stripe’s dispute resolution process before escalating further.

10. Personal Data

The parties acknowledge that:

• The Client acts as the data controller and has the right to process User data based on the User’s consent or any other legal basis as specified in the European Personal Data Regulation 2016/679 of April 27, 2016 (GDPR).

• Koncile, under these Terms of Use and to fulfill its obligations under the Subscription Agreement, acts as a data processor.

Accordingly, Koncile has the right to access and process User data in compliance with the personal data provisions agreed upon with the Client in the Subscription Agreement. Koncile commits to processing User personal data solely within the scope of the Subscription Agreement.

As a data processor, Koncile’s role is limited to assisting the Client in meeting its own obligations. Therefore, Koncile will not directly respond to any data protection rights requests submitted by a User. In such cases, Koncile will forward the request to the Client as promptly as possible and will make every effort to assist the Client in responding to the User.

11. Suspension - Termination

Koncile reserves the right to suspend or delete a User Account without prior formal notice and without any entitlement for the User to claim compensation if the User fails to meet their obligations, or in any other instance as specified in the Subscription Agreement.

In the event of a suspension, if the User or Client resolves the cause of the suspension, the User Account will be restored within a reasonable timeframe. It is understood that suspending the User Account does not waive Koncile’s right to suspend or delete User Accounts in the future.

12. Force Majeure

Neither party shall be held liable for any loss, damage, delay, non-performance, or partial performance directly or indirectly resulting from a force majeure event, in accordance with the jurisprudence of the Cour de Cassation (hereinafter referred to as a “force majeure event”).

In the event of a suspension, if the User or Client resolves the cause of the suspension, the User Account will be restored within a reasonable timeframe. It is understood that the suspension of a User Account does not constitute a waiver of Koncile’s right to suspend or delete User Accounts in the future.

13. Contact et Notifications

For any questions regarding these Terms of Use or to request a PDF version, Users may contact: contact@koncile.ai.

14. Links on the Services

User Accounts may contain links to websites and/or resources provided by third parties, which are offered solely for informational purposes to the User. Koncile has no control over the content of these sites and, therefore, disclaims any liability related to them.

15. Relationship Between the Parties

Under no circumstances shall these Terms of Use be interpreted as creating a partnership between the parties or any arrangement that would lead to mutual or joint representation toward third parties. Additionally, these Terms of Use do not establish any subordinate relationship between the Parties, who each retain full independence from one another.

16. Governing law

These Terms of Use are governed by French law. Any dispute regarding the validity, interpretation, or enforcement of these terms falls under the exclusive jurisdiction of the courts of Paris.