ARTICLE 1 - SPECIFIC FEATURES
‍
1.1 Purpose of the service
The User uses the services of the Service Provider, which offers a solution based on generative artificial intelligence, developed with a view to autonomously suggesting the appropriate responses to be formulated in response to requests from its contacts, with a view to optimising the User's customer relations while minimising the processing time per message.
The Service Provider's services are provided in electronic form.
‍
1.2 Description of services
With a view to the proper performance of the services, the User grants the Service Provider access to sensitive information relating to its business, including in particular access to its customer relationship management (CRM) system and to other strategic data enabling consultation of the customer relationship history and the internal knowledge base and to other data made available by the User.
‍
1.3 Financial terms
The User shall pay the Service Provider a fixed monthly fee of €249 excluding VAT. In addition, a variable fee of €0.50 excluding VAT will be applied for each ticket processed.
A ticket is qualified as a "Processed ticket" by the Solution when one of the messages in the ticket has been produced based on the suggestion made by the Service Provider, i.e. the message suggested by the Service Provider has a match coefficient greater than or equal to 70% with the response actually made by the agent. The Solution is responsible for calculating this coefficient, and details of the Messages and their respective coefficients are accessible.
‍
1.4 Terms of payment
The services provided by the Service Provider will be invoiced to the User on a monthly basis. The User undertakes to pay each invoice within ten (10) days of the date of issue. Payment shall be made by bank transfer to the bank details provided by the Service Provider on the invoice.
The Service Provider will provide the User with its bank details (RIB) with each invoice or on request. These details must be used by the User to make the payment.
Invoices will be sent to the User at the following email address: EMAIL ADRESS , or at any other address that the User may notify in writing to the Service Provider.
Any sum not paid on the due date will give rise, ipso jure and without prior formal notice, to the application of late payment penalties at the rate of three times the legal interest rate, as well as a fixed indemnity for collection costs of 40 euros, in accordance with the regulations in force.
‍
1.5 Duration
Effective Date: These Terms of Use take effect upon acceptance by the user and remain in force thereafter.
Initial Term and Commitment: The provisions of these Terms of Use are applicable for a period of twelve (12) months, beginning from the date of the user's acceptance.
‍
1.6 Renewal
Initial Term: These Terms of Use are effective from the moment of acceptance by the user and remain valid for an initial period of twelve (12) months.
Automatic Renewal: Upon the expiration of the initial term, these Terms of Use will automatically renew for successive twelve (12) month periods, unless terminated by either the user or us as per the conditions outlined below.
Termination Right: Users have the right to terminate their agreement to these Terms of Use after a minimum period of six (6) months. To initiate termination, users must provide us with a written notice of their intention two (2) months in advance.
‍
ARTICLE 2 - PROCESSING OF PERSONAL DATA
‍
In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of Personal Data and, in particular, with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable from 25 May 2018 (hereinafter referred to as the "General Data Protection Regulation" or "GDPR"), as well as with French Law No. 78-17 of 6 January 1978 as amended (the "Data Protection Act").
The Parties also agree to comply with the guidelines formulated by the European Data Protection Committee.
The Parties agree that the User is considered to be the "Data Controller" of the Personal Data of the data subjects and that the Service Provider is considered to be the "Subcontractor" of the processing operations in accordance with the terms and conditions set out in the GDPR.
‍
2.1. Ownership and protection of files
The User is the sole owner of the personal data files sent to the Service Provider or modified or created by the Service Provider as part of the performance of the Agreement. The Parties undertake to comply with the Law in all circumstances.
The User prohibits the Service Provider from diverting, marketing or communicating all or part of this file or from using it for purposes other than those indicated in this Agreement.
In the event that the Service Provider goes beyond the processing purposes defined in this Agreement and uses the data for other purposes that it has itself defined, the Service Provider will be in breach of the law and will therefore be deemed to be responsible for processing, thereby incurring its own liability towards the data subjects in its new capacity as data controller.
‍
2.2. Description of the processing subject to sub-contracting
The Service Provider is authorised to process on behalf of the User the Personal Data necessary to provide:
(1) The following services:
Knowledge base collection and storage to provide written suggestions to agents or users of the platform offered by the User (hereinafter the End Users)
Collection of (i) exchanges between End Users and the User and (ii) other data required to strengthen the knowledge base stored at Klark in order to offer better suggestions.
Analysis of the performance of the services provided by Klark
(2) Nature of the processing carried out on the Data : Capture, consultation, use, deletion, encryption, comparison, result, storage;
(3)   Purposes of the processing :
To propose suggested responses to requests from the User's customers which will be validated by the User's agents in order to reduce the time spent per ticket;
Automatically respond to simple requests from the End Users;
Add appropriate "tags" to tickets (category, tickets where Klark has provided significant help).
Enhance and assist the User's agents in resolving complex queries via the Service Provider's Solution.
(4) Data Retention Period: Personal Data is retained for the duration of the Terms of Use.
(5)   Personal data entrusted and processed :
Identification data: telephone number, surnames, first names, email addresses, postal addresses.
Bank details: RIB
(6) Categories of data subjects : vendors, customers, potential customers, Internet users, employees, members of staff.
(7)   Persons authorised to carry out processing and to access data :
Employees of the Service Provider (in compliance with the minimisation of access recommended by the RGPD) .
Auditors appointed by the User or by a supervisory authority overseeing the activity of the Service Provider or the User (CNIL etc.).
(8)   Processing period : duration of the Terms of Use.
(9)   Place of processing : Europe
‍
2.3. Obligations of the User
The User guarantees that the processing is lawful and that the personal data is collected and processed by it in accordance with the RGPD and French law. The User will provide the Service Provider with all the information necessary to enable it to perform its services in compliance with the RGPD and French law.
‍
2.4. Obligations of the Service Provider
The Service Provider undertakes to process the User's data only in accordance with the User's documented instructions, the provisions of the Terms of Use, applicable legislation and, in particular, in compliance with Article 28 of the Regulation.
The Service Provider guarantees that its technical and organizational measures provide the necessary level of guarantee to ensure that the processing meets the requirements of the Regulation and guarantees the protection of the rights of the individual.
‍
2.5. Confidentiality
Processing activities under this Agreement may only be carried out by natural persons (such as employees, agents or members of staff) who have received instructions from the Service Provider as to the appropriate way to process the data and who have been subject to a contractual obligation of confidentiality in accordance with Article 28, paragraph 3, point b, and Article 32 of the GDPR.
The Service Provider, and any person acting under its authority who has access to personal data, shall not process such data except in accordance with the User's instructions.
The Service Provider undertakes to :
Keep Confidential Information in the strictest confidence,
Use the Confidential Information solely for the purpose of improving and adapting the Generative Artificial Intelligence Solution to the User's environment and for training the User's teams in the use of the tool. The Service Provider shall not use the Confidential Information for purposes other than those expressly provided for in this Agreement, and shall not disclose the Confidential Information to third parties without the prior written consent of the User,
Take all necessary measures to protect the Confidential Information from unauthorized use or disclosure.
‍
2.6. Security and breach of personal data
The Service Provider guarantees that it has taken all security measures in accordance with Article 28, paragraph 3, point c and Article 32 of the GDPR, in particular in parallel with Article 5, paragraphs 1 and 2 of the GDPR. These measures must guarantee the security of the data and a level of protection appropriate to the level of risk concerning the confidentiality, integrity, availability and resilience of the systems.
The Service Provider will immediately notify the User of any breach of security resulting in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data.
Such notification will be accompanied, as far as possible, by all relevant information available to the Service Provider to enable the User to assess the nature and consequences of the data breach, to proceed with the notification of such breach to the competent supervisory authoritý and, where appropriate, to the persons concerned.
‍
2.7. Rights of Data Subjects
The Service Provider will assist the User in responding to requests from Data Subjects to exercise their rights under applicable data protection laws.
In particular, the Service Provider undertakes to (i) immediately communicate to the User any request received from Data Subjects relating to the exercise of their rights and, if possible and necessary, (ii) allow the User to develop and implement all technical and organizational measures necessary to respond to Data Subjects' requests.
‍
2.8. Audit and compliance
The Service Provider shall make available to the User all information necessary to demonstrate compliance with the obligations set out in this Agreement and shall permit and assist in audits, including inspections, carried out by the User or an auditor appointed by the User.
‍
2.9. Subsequent sub-contractors
The Service Provider will not use any subcontractors without the User's prior written consent. The Service Provider will ensure that the subcontractor is bound by confidentiality and data protection obligations similar to those set out in this Agreement.
‍
2.10. Transfer of data abroad
The Service Provider undertakes not to transfer any personal data abroad (i.e. outside the territory of the EEA) without the User's prior written consent.
‍
2.11. Liability
Each of the Parties undertakes to compensate the other Party for any damage or expenses resulting from its wrongful breach of these clauses, including any wrongful breach committed by its legal representative, its subcontractors, its employees or any other agent. In addition, each of the Parties undertakes to indemnify the other Party in respect of any claims by third parties arising from or in connection with any breach by the other Party.
It is expressly agreed between the Parties that any compensation payable by the Service Provider in respect of breaches of these terms and conditions may not, under any circumstances, exceed the amount of the services invoiced to the User over the last six (6) months prior to the breach in question.
Article 82 of the RGPD remains applicable.
‍
2.12. Deletion and return of personal data
At the end of the provision of services, the Service Provider shall, at the User's option, either delete in a data protection compliant manner or return to the User all personal data collected and processed under this Data Processing Agreement, unless an applicable legal provision requires the retention of such personal data for a longer period of time.
The Service Provider will have a reasonable period of time, not to exceed 90 days, within which to effect such deletion or return, unless data retention is required by law. Any request for deletion or return by the User must be made in writing and specify whether the data is to be deleted or returned.
‍
ARTICLE 3 - DIVERSE
‍
This Terms of Use shall be governed by and interpreted in accordance with French law. In the event of any dispute arising out of or in connection with this Terms of Use, the courts of Bordeaux shall have exclusive jurisdiction. Any amendment to this Agreement must be made in writing and signed by both Parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.