About Nova Solutions and Kwalys
Kwalys is a software designed, edited and marketed by Nova Solutions Groupe Sarl, registered in the Paris Trade and Companies Register under the number B 537 825 986, whose head office is located at 55, avenue Marceau, 75116 Paris, France (“Nova Solutions”).
II. Scope of the General Conditions of Subscription and Use of the Kwalys license
The present general conditions of subscription and use (“CGU”) are applicable to any use and access to Kwalys on the three types of hosting: SaaS, private cloud and on premise by a professional. They are given upon subscription of the Kwalys license and are available at any time on the Website www.kwalys.com. The clients acknowledge having read and understood the Terms and hereby agree to be bound by them and undertake to have them respected by all the Users concerned by the license. The TOS prevail over any other contractual documents issued by the Users, unless otherwise specified. NOVA SOLUTIONS reserves the right to modify the GCU at any time by publishing a notice via Kwalys on the Site or by sending a notice to the Users by email. The use of Kwalys after such a notice of modification of the GCU implies acceptance of the new GCU by the User.
The following terms have the following meanings : Client (s) : means the professional, legal entity or individual, having subscribed to the Kwalys license with NOVA SOLUTIONS and acting for this purpose within the framework of its commercial, industrial, craft, liberal or agricultural activity. Administrator(s) : designates among the Client User(s) having access to Kwalys the person holding an Account with access to all the Kwalys functionalities made available by the licence according to the contract signed and having configured access to the said Account for the authorised personnel of Kwalys; User(s): designates the employee(s) of the Client with limited access to the functionalities of Kwalys as configured by the Administrator(s); Account: designates a valid account giving access to the Standard Services of Kwalys and, if applicable, to the Modules; End User(s): designates the user(s) of the chatbots / virtual assistants designed with the Kwalys software.
Content: designates the content of any nature whatsoever that the Users or end users download for the use of the Kwalys tools or enter into the software, in particular but without this list being exhaustive, conversations, commercial documents, Personal and Professional Data; Duration: designates the initial 12-month duration of the License subscribed to by the Client and during which they are authorized to access and use Kwalys;
Licence : designates the non-exclusive licence(s) granted by NOVA SOLUTIONS to the Client with the objective of accessing and using Kwalys; Modules : designates the additional Kwalys services proposed to the Users; Party(ies) : designates NOVA SOLUTIONS and/or the Client and/or the Users;
Kwalys : designates the software designed, published and marketed by NOVA SOLUTIONS accessible as a “software as a service” (SaaS), in private cloud hosting or on premise or and giving access to the Standard Services and Specific Services proposed by NOVA SOLUTIONS; Standard Services : designate the services provided by Kwalys associated with the subscription of the License to the exclusion of any Specific Service; Site : designate the KWALYS Internet site accessible at the address www.Kwalys.com and presenting Kwalys and the GCU.
IV. Access to Kwalys on registration
4.1. Account creation and registration
To access and use Kwalys, Clients and Users must be legally capable of contracting and agree to abide by French law. Clients and Users must use Kwalys only in the context of their professional activity. In order to create an Account the Clients must fill in the following information: – The name of the company ;
– An e-mail address;
– A telephone number;
– Address, siret and intra-community VAT number;
– IP Address
The email address must remain valid as long as the Account remains active. Users are responsible for updating their e-mail address if necessary and for the security of access to their e-mail boxes. The Account is opened after payment of access rights.
4.2 Administrator and User Accounts
The Accounts have several levels of access, depending on the needs of the Customer
By default, the Administrator(s) set the Account configuration.
Only the Administrators have access to all the Kwalys functionalities and to the User Accounts.
The Client undertakes to ensure that the Administrator and all the Users comply with the rules of use of the Accounts and more generally with these T&Cs.
The Administrators can add User members.
The Administrators can create and delete User Accounts at any time without these deletions modifying the terms of the License.
Users’ passwords are strictly personal and confidential. Users must not share it with others. Users are responsible for the loss of their password or the theft of their password if it is proven that they have committed a fault for which they are responsible. In the event of loss or theft of a password, Users must notify NOVA SOLUTIONS immediately if they wish, but can also recreate one in the administration interface.
V. Description of Kwalys
5.1. Description of Kwalys
Kwalys Standard Services :
– bring together tools to design Chatbots and Callbots ;
– system for the follow-up of interaction processing;
– provide Users with a storage space for their Content (images, docx, pdfs, texts);
Kwalys Modules offer one or more additional services.
On request, NOVA SOLUTIONS can help identify the needs of Users and provide training for Administrators and/or Users. These services will be subject to additional billing at the price of the License.
VI. Obligations of NOVA SOLUTIONS
6.1. Obligations associated with Kwalys
NOVA SOLUTIONS grants the Users a non-exclusive right to access and use Kwalys in accordance with the GCU.
NOVA SOLUTIONS undertakes to exercise prudence and diligence in the provision of a quality service, in accordance with customary practice.
NOVA SOLUTIONS will endeavour to provide permanent access to Kwalys, 24 hours a day and every day except in the case of force majeure in the SAAS version, as defined in the section entitled “Force majeure” below. The service may be interrupted for the needs of curative evolutionary maintenance, without prior notification to the User. Consequently, Nova Solutions cannot guarantee an availability of the site and the service, a reliability of the transmissions and performances in terms of response time or quality. In addition, Nova Solutions can be brought to stop the site and/or the service, at any time without notice, the whole without right to compensation. The user recognizes and accepts that Nova Solutions is not responsible for the interruptions, and the consequences which can result from it for the user or any third party. 6.2 Obligations associated with the Contents
NOVA SOLUTIONS undertakes to take the necessary measures to ensure the security and confidentiality of the Content throughout the duration of the License.
NOVA SOLUTIONS agrees to take all reasonable precautions to ensure the physical protection of the Contents of the Users.
The backups are carried out by NOVA SOLUTIONS under the conditions presented on the Site.
VII. Obligations of the Users
7.1. Access to Kwalys
The Users must use Kwalys in accordance with the TOS. The Users agree to be bound by the License. To use Kwalys, Users must have a terminal access to the Internet and a recent browser that accepts cookies. The Internet Explorer browser is not supported for browsing on Kwalys because it is obsolete with the technologies used. All the costs necessary for the equipment and connection of the Users to the internet and their access and use of Kwalys are their sole responsibility. Users must, under their sole responsibility, configure Kwalys and their terminals to ensure their compatibility with Kwalys.
7.2. Use of Kwalys
To use and access Kwalys, Users agree to :
– Always provide sincere data and to update them if necessary so that they remain complete and accurate ;
– respect the rights of third parties and, more generally, all laws and regulations in force not to harm the reputation of Kwalys or NOVA SOLUTIONS ;
– Not to broadcast conversations or chatbots content on the internet without the consent of the end users.
– Not engage in any conduct that could interrupt, destroy, limit or more generally harm Kwalys or allow Users to access and use Kwalys without authorization, including by using viruses, malicious codes, programs or ;
– Not to copy or sell all or part of Kwalys ;
In case of violation of the above, NOVA SOLUTIONS reserves the right to delete the Account and/or block the Users without notice or compensation.
The Users acknowledge that they have verified the adequacy of Kwalys with their needs and have received all the information and advice necessary to subscribe to a Licence and accept the GCU.
The Users acknowledge that they have been fully informed by NOVA SOLUTIONS of the extent of their contractual obligations under the terms of the GCU.
7.3. User Content in Kwalys
Users are fully and solely responsible for their Content.
Users undertake to comply with all legal and regulatory requirements.
Users agree to respect the rights of third parties, including personality rights, intellectual or industrial property rights such as copyrights, patents, designs and trademarks.
All uploaded documents – in pdf, word, jpeg, gif, video format, via Kwalys Chatbots will be hosted directly on an FTP space or on the SAAS server made available by the User Account Administrator. The Client accepts that the chatbots and conversational agents are tools made with the help of the Kwalys tool. The Client is responsible for warning end users that these agents are programs. The client cannot engage the responsibility of Kwalys in the event of recourse by the end users against the client following use of the conversations. The Client must provide in its Terms and Conditions of Use terms that clearly explain the role of the Chatbots.
Users undertake to make payments to NOVA SOLUTIONS in accordance with the GCU or special provisions.
8.1. Prices for Standard Services and Modules
Kwalys requires at least a Subscription to Standard Services and payment of the agreed price. The basic price of a license for an Account is made up of an opening of rights which includes the rights of access to the service payable only at the beginning of the contract and a license set according to the following criteria: according to the estimate or order published by NOVA SOLUTIONS. The price of the royalties is consequently fixed with the Customer in the special conditions on the aforementioned bases.
8.3. Payment of royalties
The terms of payment of the installments can be found in the respective quotation, contract or order of the customer. Users may pay their invoices by bank transfer or direct debit. All Prices due are payable in advance. In the event of late payment, Customers will be subject to a lump sum of sixty (60) euros. Any delay in payment shall give rise to the payment of interest by the Users on the outstanding amount due on the due date. The interest rate corresponds to the rate applied by the European Central Bank, on the due date, for its operations in euros, increased by 10 percentage points per month. Users will have to reimburse NOVA SOLUTIONS for all costs (including legal fees) associated with the recovery of payments not honoured by Users.
Invoices are issued and sent by e-mail, unless otherwise requested in writing by the Customer. Customers undertake to inform NOVA SOLUTIONS of any change in their postal and bank addresses or any other information necessary for payment. Any dispute concerning an invoice must be expressed in a letter or e-mail sent with acknowledgement of receipt within fifteen (15) days from the date of the invoice. In the absence of such a letter or e-mail, Users will be deemed to have accepted said invoice.
8.5. Changes to the Pricing Policy and Modules
NOVA SOLUTIONS reserves the right to update its pricing policy. Any changes will be notified by email or posted on the Site. The new Price Policy is immediately applicable (i) to new Users, and (ii) for new Modules whether the Users are new or existing. For existing Users, the new Pricing Policy for existing Standard Services and Modules will be applicable upon renewal of the License. The Prices applicable to Users at the time of the creation of their Account are guaranteed until the renewal of the License. Users may modify the Modules by subscribing to a new Module at any time. Modification of Modules may result in changes in the amount of the Prices charged to Users. The Price will be adjusted after the new Module Subscription.
IX. Term and Termination
The License is concluded for an initial term of 12 months starting from the date of subscription of the License. The License is renewable from year to year by tacit agreement for a further 12-month period. It is up to the Customers to anticipate the end of the License and to notify, if applicable, their decision not to renew the License under the conditions provided below. Failure to comply with the said conditions will result in the License being tacitly renewed for a further period of one year without any possible refund of royalties.
9.2.1 Termination by Users
Users may terminate the License by sending a registered letter with acknowledgement of receipt to NOVA SOLUTIONS no later than 30 days before the end of the initial 12-month period and, in case of renewal of the License, no later than 30 days before the end of each new 12-month period. Any termination of Kwalys will be effective either at the end of the Term or at the end of each new 12 month period. Consequently the royalties will be due for the entire duration of the current period. No refund or credits can be made for a partial use of Kwalys.
9.2.2 Termination by NOVA SOLUTIONS
NOVA SOLUTIONS reserves the right to terminate the License at any time, with or without notice, in the event of non-compliance with the TOS or special provisions. In particular, NOVA SOLUTIONS reserves the right to terminate the License if the Content downloaded and/or exchanged by the Users would create operational problems for Kwalys and for the servers of NOVA SOLUTIONS. The Users concerned will be notified by registered letter and will have access to Kwalys for a period not exceeding one (1) month. The Prices paid by the Users corresponding to the Duration remaining beyond the above notice will be refunded. The Content will be made available to the Users and after sixty (60) days NOVA SOLUTIONS may destroy the Content without the Users being entitled to damages. A delay of payment of more than thirty (30) days will constitute – after a formal demand to pay remained unsuccessful – a serious failure on the basis of which NOVA SOLUTIONS will be able to implement the resolutory clause of the License with immediate effect. In this case the customer will not be refunded the remainder of the license. The content is saved for 60 days. Articles IX, X, XI, XII, XIII and XV will survive the expiration or termination of the License.
X. Liability and Disclaimer of Warranties
10.1 Responsibilities and guarantees of NOVA SOLUTIONS
Kwalys tools can never replace the administrative and management functions and obligations of the Users. NOVA SOLUTIONS does not provide any guarantee of performance or results for Kwalys whatever the use of the Clients or Kwalys Users. In all cases, the liability of NOVA SOLUTIONS is strictly limited to the amount of the annual fee of Kwalys, a clause that is essential for NOVA SOLUTIONS. Under no circumstances shall NOVA SOLUTIONS be directly or indirectly responsible for any damage caused to the Users or to a third party due to the fault of the Users.
Kwalys is hosted in a data center. The User Content is saved on dedicated NOVA SOLUTIONS servers. The User Content is stored on the NOVA SOLUTIONS servers for two (2) days after their deletion by the Users. To recover the Content, the Users must inform NOVA SOLUTIONS within this period. After this period, the User Content will be permanently deleted. Users agree that NOVA SOLUTIONS does not exercise any control over their Content and that they are solely responsible for their Content as specified below. 10.1.3 Operation and updates
NOVA SOLUTIONS does not guarantee that Kwalys is free of anomalies or errors that can be corrected or that Kwalys will function without interruption or malfunction, or that it is compatible with hardware or configuration other than those expressly approved by NOVA SOLUTIONS. If necessary, NOVA SOLUTIONS reserves the right to interrupt Kwalys to carry out a technical intervention for updating, maintenance or improvement in order to ensure the proper functioning of its services, regardless of the time and duration of the intervention. The interruption of service will not give rise to any indemnity for the Users. Kwalys can thus be modified according to the improvements and updates made without informing the Users. 10.1.4 Limitation of NOVA SOLUTIONS warranty
KWALYS, AS PROVIDED BY NOVA SOLUTIONS, IS PROVIDED “AS IS” WITHOUT ANY GUARANTEE OF PERFORMANCE OR RESULTS. NOVA SOLUTIONS DOES NOT GUARANTEE THAT THE USE OF KWALYS WILL BE UNINTERRUPTED OR ERROR-FREE. 10.2 Responsibility and guarantee of Clients and Users
10.2.1 Access and use of Kwalys
Users recognize that Kwalys is a particularly complex platform, especially in terms of computer technology. In the current state of knowledge, tests and experiments cannot cover all possible uses. The Users therefore undertake to bear the risks of Kwalys inadequacy. Clients and Users act as an independent entity and, consequently, assume all the risks of their activity. The Users are solely responsible for the Content used via Kwalys and for all information of any nature whatsoever such as files transmitted, distributed or collected, as well as for their operation and updating used via Kwalys. The Clients are responsible for :
– their access and use of Kwalys, including by their Administrators and / or Users ;
– the acquisition and maintenance of the equipment necessary to access Kwalys ;
10.4.2 User Content
Users agree that NOVA SOLUTIONS does not exercise any control over their Content.
Users guarantee that they are entirely and solely responsible for the Content and that they possess all the rights, or have obtained all the necessary authorizations to use the Content.
Users are responsible for any Content posted to their Account. Users must not provide any Content that could be deemed illegal, indecent, defamatory or harmful in any way or that they are not authorized to use, including, but not limited to, Content that would violate the rights of third parties. Users must take, within such a period, all steps to back up their Content on a regular basis and especially after the expiration of the License.
10.4.3 Users’ equipment
To improve Kwalys, NOVA SOLUTIONS may recommend certain configurations. Users are responsible for following these recommendations.
Users are solely responsible for their connection to the Internet and all related costs.
The Users declare that they understand that NOVA SOLUTIONS cannot be held responsible in case of interruption of the Internet, viruses affecting the Content and/or software of the Users, the possible misuse of Account passwords and, more generally, for all damages caused by third parties. 10.4.4 Users’ Warranties
Users must guarantee and indemnify NOVA SOLUTIONS (and its affiliates and subsidiaries and their officers, directors, employees, agents) from any claim or demand, including attorneys’ fees, made by a third party related to or arising from the violation of the GCU, their abusive or illegal use of their Content via Kwalys and more generally from the violation of any law or the rights of a third party.
XI. Intellectual Property
11.1 Intellectual property of NOVA SOLUTIONS
Kwalys belongs without any limitation to NOVA SOLUTIONS. Users are authorized to use Kwalys only according to the terms of the License. All rights not expressly granted to the Users by the TOS are reserved. Access to the Services is licensed and is not sold. Kwalys holds all the titles and intellectual property rights as well as the technical solutions, or has an exclusive right to use them. These intellectual property rights and technical solutions can only be used by the Client in the manner established by this Contract. Under no circumstances may the Client or a Third Party acquire any intellectual property rights in relation to the Services, the software or the technical solutions used by the Services, nor in relation to any trademark, name belonging to or used by Kwalys. Users guarantee that they will not modify, rent, borrow, sell or distribute Kwalys, or create derivative works based in whole or in part on it. No use of the name or brand Kwalys or NOVA SOLUTIONS may be made without its prior written consent. Users acknowledge that NOVA SOLUTIONS is the sole owner of its intellectual property rights, and in particular of Kwalys, and shall not at any time challenge this ownership or the validity of the intellectual property of NOVA SOLUTIONS or the rights attached thereto. The elements available on Kwalys or on the Site such as software, databases, tools, platform, web pages, texts, photographs, images, icons, sounds, videos and more generally all the information available excluding the Content, are the exclusive property of NOVA SOLUTIONS. Neither Party acquires the intellectual property rights to the other’s databases, trademarks, designs, graphics, screens or software.
11.2 Intellectual property of the Users
The Content belongs to the Users, who expressly authorize NOVA SOLUTIONS to use the Content and/or any other information or data provided via Kwalys exclusively for the needs of the subscription of the License. Any Content uploaded to the server, transferred, publicly edited, processed or entered via Kwalys remains the exclusive property of the Client. Kwalys has no responsibility for this Content.
Kwalys undertakes not to reveal to any third party, nor otherwise to make accessible the Content or any information whatsoever received by Kwalys from the Client and/or the Users within the framework of the Contract. This obligation of confidentiality does not apply to information for which Kwalys can demonstrate that it has been known to Kwalys in a manner other than within the framework of the present Contract or which is in the public domain. This duty of confidentiality will also not apply when a party is obliged to provide information in accordance with legal provisions, injunctions from a public body or court decisions. The Customer undertakes reciprocally not to reveal any information of any nature whatsoever, and in particular technical, technological, commercial, marketing, financial, etc. information of which it may have become aware at the time of subscription or use of the License. The Customer undertakes to ensure that Users and, in general, its employees respect this obligation of confidentiality.
NOVA SOLUTIONS reserves the right to subcontract all or part of the services of Kwalys by virtue of the GCU.
For any request, Users can write to NOVA SOLUTIONS located at 55, avenue Marceau, 75116 Paris, France or by email to contact @ kwalys.com.
14.2 Force Majeure
Neither party shall be liable for any failure or delay in performance caused by reasons beyond its control: A party may be released from liability for damages and other sanctions where performance of a particular obligation is prevented or rendered costly by circumstances beyond a party’s control and which could not reasonably have been foreseen. Such events of force majeure include, but are not limited to, natural disasters, fires, floods, epidemics, famine, earthquakes, hurricanes and other natural disasters or civil insurrection or disturbance, acts of terrorism, war or military operations, national or local emergencies, acts or omissions of a government, blockades, embargoes, restrictions, sanctions, or civil defense orders, or military authorities, government action or decree, act of a public enemy, riot or civil conflict, general shortage of transportation, goods or energy, or any other similar circumstance, breakdown of telecommunications networks, civil unrest, sabotage, theft or other criminal acts of third party labor disputes of any kind, fire, earthquake or flood, strike or other labor dispute, explosion (each referred to as an “Act of God”). When a party is prevented for a period exceeding one (1) month as a result of any of the foregoing events, either party shall be entitled to terminate the Agreement in writing without compensation.
14.3 Severability, Waiver, Invalidity
The GCU and the special conditions constitute the entire agreement between the Users and NOVA SOLUTIONS concerning Kwalys. The non-performance by the Client of one of its obligations subscribed to and left unanswered by NOVA SOLUTIONS shall not be considered or interpreted as a renunciation of its benefit by the latter. If one or more stipulations of the GCU are declared invalid, the others shall retain all their force and scope. In this case, the Parties shall, if possible, replace the cancelled stipulation with a valid stipulation that corresponds to the spirit and purpose of the TOS.
14.4 Relationship between the Parties
Under no circumstances may the GCU be considered as establishing between the Parties a de facto company or a joint venture or any other situation involving between them any reciprocal representation or solidarity with respect to third parties. The TOS shall not create any subordination relationship between the Parties, which shall retain their full and complete autonomy with respect to each other.
14.5 Intuitu personae
Users are strictly prohibited from assigning all or part of their rights and obligations under the TOS.
Unless otherwise agreed in writing, NOVA SOLUTIONS is authorized by Customers and Users to name them on any medium or document, electronic or otherwise, as a referent.
14. 7 Assistance to the Client Kwalys provides the Licensee with assistance and product information relating to the use of the Services through a dedicated Kwalys Chatbot Helpdesk. Kwalys also provides assistance to the Client by email and telephone concerning questions from the Clients. This assistance is provided by Kwalys from Monday to Friday (with the exception of public holidays in France) during working hours from 9:00 am to 5:00 pm – Central European Time, in a reasonable manner and clearly defined by Kwalys. Requests and/or error warnings must be submitted to Kwalys obligatorily by the Kwalys Helpdesk. XVI. Applicable law and competent jurisdiction
The TOS are governed by French law.
Kwalys is committed to protecting your privacy and managing all personal and credit information we hold about you in accordance with the requirements of the GDPR.
Date : 11.12.2019