About Nova Solutions, TALKR and the TALKR.ai platform
TALKR is a software product designed, published and marketed by Nova Solutions Groupe Sarl, registered with the Paris Trade and Companies Registry under number B 537 825 986, whose registered office is located at 55, avenue Marceau, 75116 Paris, France (“Nova Solutions”).
II. Scope of the General Conditions of Subscription and Use of the TALKR licence
The present general conditions of subscription and use (“GCU”) are applicable to any use and any access to TALKR on the three types of hosting: SaaS, private cloud and on premise by a professional. They are given when subscribing to the TALKR licence and are available at any time on the website www.TALKR.ai. Customers acknowledge having read and understood the GCU and hereby agree to be bound by them and undertake to ensure that they are respected by all Users concerned by the licence. The GCU prevail, unless otherwise specified, over all other contractual documents issued by the Users. NOVA SOLUTIONS reserves the right to modify the GCU at any time by publishing a notice via TALKR on the Site or by sending a notice to Users by email. The use of TALKR after such a notice of modification of the GTU is deemed acceptance of the new GTU by the User.
The following terms have the following meaning: Client(s): refers to the professional, legal or natural person, who has subscribed to the TALKR license with NOVA SOLUTIONS and acting for this purpose in the context of his commercial, industrial, craft, liberal or agricultural activity. Administrator(s): refers to the person who has an Account with access to all the features of TALKR made available by the licence according to the contract signed and who has configured access to the said Account for authorised TALKR personnel; User(s) : means the Customer’s employee(s) with limited access to TALKR’s functionality as configured by the Administrator(s); Account: means a valid account giving access to TALKR’s Standard Services and, if applicable, Modules; End User(s): means the user(s) of the chatbots/virtual assistants designed with TALKR software.
Content: means the content of any kind that Users or end-users upload to use the TALKR tools or enter into the software, including but not limited to conversations, business documents, Personal and Professional Data; Term: means the initial 12-month term of the License subscribed to by the Customer and during which they are allowed to access and use TALKR
Licence: refers to the non-exclusive licence(s) granted by NOVA SOLUTIONS to the Client for the purpose of accessing and using TALKR; Modules: refers to the additional TALKR services offered to Users; Party(ies): refers to NOVA SOLUTIONS and/or the Client and/or the Users;
TALKR: means 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 Standard Services and Specific Services offered by NOVA SOLUTIONS; Standard Services: means the services provided by TALKR associated with the subscription of the License to the exclusion of any specific Service; Site: means the TALKR website accessible at www.TALKR.ai and presenting TALKR and the TOS.
IV. Access to TALKR upon registration
4.1. Creation of an Account and registration
To access and use TALKR, Customers and Users must be legally capable of contracting and agree to abide by French law. Customers and Users must use TALKR in the context of their professional activity only. In order to create an Account, Clients must provide the following information: – The name of the company;
– An e-mail address; A telephone number
– A telephone number;
– Address, company registration number and VAT number;
– IP address
The e-mail 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 the access fee.
4.2 Administrator and User Accounts
Accounts have several levels of access, depending on the Customer’s needs
By default, the ‘Administrator’ or ‘Administrators’ set the configuration of the Accounts.
Only Administrators have access to all TALKR features and User Accounts.
The Customer undertakes to ensure that the Administrator and all Users respect the rules of use of the Accounts and, more generally, the present GCU.
Administrators may add User members.
Administrators may create and delete User Accounts at any time without such deletions altering 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 attributable to them. In the event of loss or theft of a password, Users must notify NOVA SOLUTIONS without delay if they wish but may also recreate one in the administration interface.
V. TALKR Description
The TALKR Standard Services :
– tools for designing chatbots and callbots;
– system for monitoring the processing of interactions;
– provide Users with a storage space for their Content (images, docx, pdfs, texts);
TALKR Modules offer one or more additional services.
Upon request, NOVA SOLUTIONS can help identify the needs of Users and provide training for Administrators and/or Users. These services will be invoiced in addition to the price of the Licence.
VI. Obligations NOVA SOLUTIONS
6.1. Obligations associated with TALKR
NOVA SOLUTIONS grants Users a non-exclusive right to access and use TALKR in accordance with the TOS.
NOVA SOLUTIONS undertakes to exercise care and diligence in providing a quality service, in accordance with the practices in this area.
NOVA SOLUTIONS will endeavour to provide continuous access to TALKR, 24 hours a day, every day, except in cases of force majeure in the SAAS version, as defined in the section entitled “Force majeure” below. The service may be interrupted for evolutionary curative maintenance needs, without prior notification to the User. Consequently, Nova Solutions cannot guarantee the availability of the site and the service, the reliability of transmissions and performance in terms of response time or quality. Furthermore, Nova Solutions may be required to interrupt the site and/or the service at any time without prior notice, all without the right to compensation. The user acknowledges and accepts that Nova Solutions is not responsible for any interruptions, and for the consequences that may result for the user or any third party. 6.2 Obligations associated with the Content
NOVA SOLUTIONS agrees 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 User Content.
Backups are made by NOVA SOLUTIONS under the conditions presented on the Site.
VII. Obligations users
7.1. Accès à TALKR
Les Utilisateurs doivent utiliser TALKR conformément aux CGU. Les Utilisateurs acceptent d’être liés par la Licence. Pour utiliser TALKR, les Utilisateurs doivent avoir un accès terminal permettant d’accéder à l’internet et d’un navigateur récent qui accepte les cookies. Le navigateur Internet Explorer n’est pas pris en charge pour la navigation sur TALKR, car obsolète avec les technologies utilisées. Tous les coûts nécessaires pour l’équipement et la connexion des Utilisateurs à l’internet et de leur accès et d’utilisation de TALKR sont de leur seule responsabilité. Les Utilisateurs doivent, sous leur seule responsabilité, configurer TALKR et leurs terminaux pour assurer leur compatibilité avec TALKR.
7.1. Access to TALKR
Users must use TALKR in accordance with the TOS. Users agree to be bound by the License. To use TALKR, Users must have terminal access to the Internet and a recent browser that accepts cookies. The Internet Explorer browser is not supported for browsing TALKR, as it is outdated with the technologies used. All costs necessary for Users’ equipment and connection to the Internet and their access and use of TALKR are their sole responsibility. Users must, under their sole responsibility, configure TALKR and their terminals to ensure compatibility with TALKR.
7.2. Use of TALKR
To use and access TALKR, Users agree to :
– Always provide truthful data and to update it as necessary to keep it complete and accurate;
– To use TALKR in accordance with its purpose and according to the terms of the TOS;
– Respect the rights of third parties and, more generally, all laws and regulations in force Not to harm the reputation of TALKR or NOVA SOLUTIONS;
– Not to disseminate conversations or chatbot content on the Internet without the consent of the end users
– Not to engage in any conduct that may interrupt, destroy, limit or more generally harm TALKR or allow Users to access and use TALKR without authorization, including using viruses, malicious code, programs or files;
– Not to copy or sell all or any part of TALKR;
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.
Users acknowledge that they have verified the suitability of TALKR for their needs and have received all the information and advice necessary to subscribe to a License and accept the TOS.
Users acknowledge that they have been fully informed by NOVA SOLUTIONS of the extent of their contractual obligations under the CGU.
7.3. Users’ Content in TALKR
Users are entirely and solely responsible for their Content.
Users agree 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, patent rights, designs and trademarks.
All documents uploaded – in pdf, word, jpeg, gif, video format, via TALKR chatbots will be hosted directly on an FTP space or on the SAAS server made available by the Administrator of the User account. The customer accepts that chatbots and conversational agents are tools made with the help of the TALKR tool. The customer is responsible for warning the end users that these agents are programs. The customer cannot engage the responsibility of TALKR in case of recourse of the end-users towards the customer following a use of the conversations. The customer must include in its TOS terms that clearly explain the role of Chatbots.
Users undertake to make payments to NOVA SOLUTIONS in accordance with the GCU or the specific provisions
8.1. Prices for Standard Services and Modules
TALKR requires at least one Subscription to the Standard Services and payment of the agreed price. The basic price of a licence 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 licence fixed according to the following criteria: according to the quotation or the order issued by NOVA SOLUTIONS. The price of the royalties is consequently fixed with the Client in the special conditions on the above-mentioned basis.
8.3. Payment of royalties
The terms of payment of the instalments are set out in the respective quotation, contract or order of the client. 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 shall be subject to a flat fee of sixty (60) euros. Any delay in payment shall give rise to the payment of interest by the Users on the amount outstanding 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 shall reimburse NOVA SOLUTIONS for all costs (including legal fees) associated with the collection of payments not honoured by the Users.
Invoices are issued and sent by email, unless otherwise requested in writing by the Client. Clients undertake to inform NOVA SOLUTIONS of any change in their postal and bank address or any other information required for payment. Any dispute regarding an invoice must be expressed in a letter or email with acknowledgement of receipt within fifteen (15) days of the invoice date. In the absence of such a letter or e-mail, Users will be deemed to have accepted the 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 Pricing 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. Prices applicable to Users at the time of account creation are guaranteed until the license is renewed. Users may change Modules by subscribing to a new Module at any time. Modifications to the Modules may result in changes to the amount of the Prices charged to Users. The Price will be adjusted after the new Subscription to the Modules.
IX. Duration & Cancellation
The License is entered into for an initial Term of 12 months starting from the date of subscription to the License. The License is renewable from year to year by tacit agreement for a further period of 12 months. It is up to the Clients to anticipate the end of the Licence and to notify, if necessary, their decision not to renew the Licence under the conditions set out below. Failure to comply with the said conditions will result in the tacit renewal of the Licence for a further period of one year without any refund of royalties.
9.2.1 Termination by Users
Users may terminate the License by sending a registered letter with acknowledgment 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 by TALKR will be effective either at the end of the Term or at the end of each new 12 month period. Accordingly, the fees will be due for the full duration of the current period. No refunds or credits can be made for partial use of TALKR.
9.2.2 Termination by NOVA SOLUTIONS
NOVA SOLUTIONS reserves the right to terminate the License at any time, with or without notice, in case of non-compliance with the TOU or the special provisions. In particular, NOVA SOLUTIONS reserves the right to terminate the License if the Content uploaded and/or exchanged by Users would create operational problems for TALKR and for NOVA SOLUTIONS’ servers. The Users concerned will be notified by registered letter and will have access to TALKR for a period not exceeding one (1) month. The Prices paid by the Users corresponding to the Time remaining after the above notice will be refunded. The Content will be made available to Users and after sixty (60) days NOVA SOLUTIONS may destroy the Content without entitling Users to damages. A delay in payment of more than thirty (30) days will constitute – after a formal notice to pay has remained unsuccessful – a serious breach on the basis of which NOVA SOLUTIONS may implement the resolutory clause of the Licence with immediate effect. In this case, the client will not be reimbursed for the remainder of the licence. The content is saved for 60 days. Articles IX, X, XI, XII, XIII and XV shall survive the expiration or termination of the License.
X. Liability and exclusion of guarantees and warranties
10.1 Responsibilities and guarantees of NOVA SOLUTIONS
TALKR tools can never replace the administrative and management functions and obligations of Users. NOVA SOLUTIONS does not guarantee the performance or results of TALKR, whatever the use of Clients or Users of TALKR. In all cases, the liability of NOVA SOLUTIONS is strictly limited to the amount of the annual fee for TALKR. In no case, NOVA SOLUTIONS will be directly or indirectly responsible for any damage caused to Users or to a third party due to the fault of Users.
TALKR is hosted in a data centre. User Content is stored on dedicated NOVA SOLUTIONS servers. User Content is stored on NOVA SOLUTIONS’ servers for two (2) days after deletion by Users. To recover the Content, Users must inform NOVA SOLUTIONS within this period. After this period, the Users’ Content will be permanently deleted. Users agree that NOVA SOLUTIONS has no 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 TALKR is free of anomalies or errors that can be corrected or that TALKR 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 TALKR to perform 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 compensation for the Users. TALKR may thus be modified according to the improvements and updates made without informing the Users. 10.1.4 Limitation of NOVA SOLUTIONS’ warranty
TALKR, AS PROVIDED BY NOVA SOLUTIONS, IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF PERFORMANCE OR RESULTS. NOVA SOLUTIONS DOES NOT WARRANT THAT THE USE OF TALKR WILL BE UNINTERRUPTED OR ERROR FREE. 10.2 Customer and User liability and warranty
10.2.1 Access and use of TALKR
Users acknowledge that TALKR is a particularly complex platform in terms of computer technology. In the current state of knowledge, tests and experiments cannot cover all possible uses. Users therefore undertake to bear the risks of inadequacy of TALKR. Clients and Users act as an independent entity and therefore bear all risks of their activity. Users are solely responsible for the Content used via TALKR and all information of any kind such as files transmitted, distributed or collected, as well as their operation and updating used via TALKR. Clients are responsible for :
– their access to and use of TALKR, including by their Administrators and/or Users;
– the acquisition and maintenance of the equipment necessary to access TALKR;
10.4.2 User Content
Users agree that NOVA SOLUTIONS has no control over their Content.
Users warrant that they are solely and entirely responsible for the Content and that they own all rights, or have obtained all necessary permissions to use the Content.
Users are responsible for any posting of Content on their Account. Users must not provide Content that may 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 all steps to back up their Content regularly and especially after the expiry of the Licence.
10.4.3 Users’ equipment
To improve TALKR, NOVA SOLUTIONS may recommend certain configurations. Users are responsible for following these recommendations.
Users are solely responsible for their Internet connection and all related costs.
Users declare that they understand that NOVA SOLUTIONS cannot be held responsible in case of Internet interruption, viruses affecting the Content and/or software of Users, possible misuse of Account passwords and, more generally, for any damage caused by third parties. 10.4.4 Users’ guarantees
Users shall indemnify and hold harmless NOVA SOLUTIONS (and its affiliates and subsidiaries and their officers, directors, employees, agents) from any claim or demand, including attorneys’ fees, made by any third party due to or arising out of the breach of the TOS, the misuse of their Content via TALKR and more generally the violation of any law or the rights of any third party.
XI. Propriété intellectuelle
11.1 Intellectual property of NOVA SOLUTIONS
TALKR is owned without limitation by NOVA SOLUTIONS. Users are permitted to use TALKR only under the terms of the License. All rights not expressly granted to Users by the TOS are reserved. Access to the Services is licensed and not sold. TALKR owns all intellectual property rights and technical solutions, or has an exclusive right to use them. Such intellectual property rights and technical solutions may only be used by the Customer in the manner set out in this Agreement. Under no circumstances shall the Customer 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 trade mark, name or designation owned or used by TALKR. Users warrant that they will not modify, rent, borrow, sell or distribute TALKR, or create derivative works based in whole or in part on it. No use of the TALKR or NOVA SOLUTIONS name or trademark may occur without its prior written consent. Users acknowledge that NOVA SOLUTIONS is the sole owner of its intellectual property rights, and in particular of TALKR, 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 TALKR or on the Site such as software, databases, tools, platform, web pages, texts, photographs, images, icons, sounds, videos and more generally all information available excluding the Content, are the exclusive property of NOVA SOLUTIONS. Neither Party acquires the intellectual property rights to the other’s databases, nor to its trademarks, drawings, graphics, screens or software.
11.2 Intellectual Property of 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 TALKR exclusively for the purposes of the subscription of the License. Any Content uploaded to the server, transferred, publicly edited, processed or entered via TALKR remains the sole property of the Customer. TALKR has no responsibility for such Content.
TALKR undertakes not to reveal to any third party, nor otherwise to make accessible the Content or any information whatsoever received by TALKR from the Client and/or the Users within the framework of the Contract. This duty of confidentiality does not apply to information which TALKR can demonstrate has become known to TALKR in any other way than under this Agreement or which is in the public domain. This duty of confidentiality shall also not apply where a party is obliged to provide information pursuant to statutory provisions, orders from a public body or court decisions. The Client agrees not to disclose any information of any kind, including technical, technological, commercial, marketing or financial information, which may come to its knowledge in connection with the subscription or use of the Licence. The Client undertakes to ensure that the Users and, in general, its employees respect this obligation of confidentiality.
XIII. SSub Contract
NOVA SOLUTIONS reserves the right to subcontract all or part of the services of TALKR under the CGU.
For any request, Users may write to NOVA SOLUTIONS located at 55, avenue Marceau, 75116 Paris, France or by email at contact @ TALKR.ai
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 onerous by circumstances beyond a party’s control and which could not reasonably have been foreseen. Such force majeure events include, but are not limited to, acts of God, fires, floods, epidemics, famines, earthquakes, hurricanes and other natural disasters or insurrections or civil disorder, acts of terrorism, war or military operations, national or local emergencies, acts or omissions of any government, blockades, embargoes, restrictions, sanctions, or civil, civil defence or military authorities, governmental action or decree, act of a public enemy, riot or civil strife, general shortage of transportation, goods or energy, or any other similar circumstance, breakdown of telecommunications networks, civil disturbance, sabotage, theft or other criminal acts of third parties labour disputes of any kind, fire, earthquake or flood, strike or other labour dispute, explosion (each an “Force Majeure Event”) If either party is prevented from performing for a period exceeding one (1) month due to any of the aforementioned events, either party shall be entitled to terminate the Agreement in writing without any compensation being due.
14.3 Severability, waiver, invalidity
The GCU and the special conditions constitute the entire agreement between the Users and NOVA SOLUTIONS concerning TALKR. The non-performance by the Client of one of its obligations underwritten and left unanswered by NOVA SOLUTIONS shall not be considered or interpreted as a waiver of its benefit by the latter. If one or more stipulations of the GCU are declared invalid, the others will retain their full force and scope. In this case, the Parties shall, if possible, replace the invalidated provision with a valid provision corresponding to the spirit and purpose of the CGU.
14.4 Relationship between the parties
The GTCU shall not be considered as establishing between the Parties a de facto partnership or a joint venture or any other situation leading to any mutual representation or solidarity between them with regard to third parties. The GCU shall not generate any subordination link between the Parties, who shall retain their full and complete autonomy in relation to each other.
14.5 Intuitu personae
Users are strictly prohibited from transferring all or part of their rights and obligations under the CGU.
Unless otherwise agreed in writing, NOVA SOLUTIONS is authorised by Clients and Users to name them in any medium or document, electronic or otherwise, as a referent.
14. 7 Customer support TALKR provides the Licensee with support and product information relating to the use of the Services through a dedicated TALKR Chatbot Helpdesk. TALKR also provides support to the Customer by email and telephone regarding Customer questions. This support is provided by TALKR from Monday to Friday (excluding public holidays) during business hours from 9:00 a.m. to 5:00 p.m. Central European Time, in a reasonable and clearly defined manner by TALKR. Requests and/or warnings of errors must be submitted to TALKR via the TALKR Helpdesk. XVI. Applicable law and jurisdiction
The TOS are governed by French law.
TALKR 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
Réalisation Nova Media
Date : 11.12.2019