General terms and conditions of use Last update : 24/12/2020 Article 1 - Legal notice The present site, accessible at the URL https://vizir.co (the " Site "), is published by : BENTHO, SAS with a capital of 10 309 euros, registered at the R.C.S. of Lons Le Saunier under the number 810 689 000 00018, whose head office is located at 18 sur les prés d'Ilay, 39130, Le Frasnois, represented by Thomas Maître duly authorized, (Hereinafter referred to as the "Provider"). The individual number VAT of the Operator is: FR77 810 689 000. The Site is hosted by the company OVH, located 2 rue Kellermann - 59100 Roubaix - France. The Director of the publication of the Site is Benoit Guivarch. The customer service of the Provider can be contacted : at the following number 07 82 31 39 34 at the following times: 09h to 17h from Monday to Friday. by email to thomas@vizir.co. Article 2 - Application scope These general terms and conditions of services (the "General Terms and Conditions") are intended to define and govern the contractual relationship between the Provider and any professional (a "Customer") who has created an account and wishes to benefit from the services offered on the Site. The provision of services offered to Customers on the Website is subject to the prior acceptance without restriction or reservation of these Terms and Conditions and the signing of a service contract with the Provider (the "Service Provision Agreement"). The General Terms and Conditions are made available to Clients on the Site where they can be directly consulted and can also be communicated to them on request by any means. The General Conditions are applicable notwithstanding any stipulation to the contrary appearing in any document issued by the Customer, and in particular in its general terms of purchase. The General Conditions are applicable subject to any contrary stipulation appearing in the Service Agreement or in any special conditions concluded between the Provider and the Customer concerned. Article 3 – Service description The purpose of the Site is to provide the following services online: Creation, distribution and management of conversational robots (hereinafter referred to as the "Services"). The Services presented on the Site are each the subject of a description mentioning their essential characteristics. This description may include descriptions, photographs and graphics that are provided for illustrative purposes only and may be modified/updated on the Site. Article 4 – Subscription conditions Any Customer wishing to take full advantage of the Site and the Services must: have full capacity and act for strictly professional purposes; create a personal space on the Site by filling in the various fields of the account creation form (name, company registration number, name of the referent, e-mail address, telephone number, etc.); confirm acceptance of the General Conditions; confirm his registration. Access to the Services is possible from a computer, a smartphone or a tablet by connecting to the Site. The use of the Services requires a broadband internet connection and mobile internet where applicable. Customers are personally responsible for setting up the computer and telecommunication means to access the Site. The Services are accessible for an unlimited number of connections. When creating an account with e-mail, the Customer is invited to choose a password, which guarantees the confidentiality of the information contained in his account. In order to validate the registration, the Provider sends a confirmation e-mail to the e-mail address provided by the Customer. The Customer will then activate his account by clicking on the hyperlink provided in the confirmation email. Each Customer guarantees the sincerity and accuracy of the information provided for the purpose of registration, agrees to promptly notify the Provider of any subsequent changes and guarantees that such information does not infringe the rights of third parties. The Customer can modify his information, login and password by logging into his account on the Website. The Customer agrees never to disclose or transfer his account, login and password to third parties and is solely responsible for their use until they are deactivated. The Customer shall immediately notify the Provider of any loss or unauthorized use of the Customer's account. The Provider reserves the right to delete the account of any Customer who has provided incorrect information, with a simple notification by email. Article 5 – Orders Any Customer wishing to benefit from the online Services on the Site must : log in to their Customer account; select the Services he/she wishes to subscribe to; fill in the different fields of the Customer order form (name, first name, address, e-mail address, date of birth, telephone number, etc.); confirm his acceptance of the General Conditions; confirm his acceptance of the Services order; choose the method of payment; make the payment for the Services. Unless otherwise specified on the Site, once the order is validated, it becomes firm and final and cannot be modified by the Customer. Upon receipt of the payment of the Services included in the order, the Provider will send to the Customer a confirmation e-mail of the order to the e-mail address provided by the Customer. The order confirmation email will summarize the essential characteristics of the Service(s) ordered, the total price, and any other relevant information. This email will also indicate a tracking number for the Customer's order. By validating an order on the Site or through a signed Order Form or Quotation, the Customer expressly agrees that the Service Provider may send him an invoice electronically. However, the Customer may obtain a paper invoice by sending a request to the customer service. In the context of the fight against fraud, the Provider or its payment or delivery service providers may request additional proof from the Customer or contact the Customer at the time of acceptance and/or shipping of the order. In case of unjustified refusal by the Customer to provide the requested information and/or proofs, the Provider reserves the right not to accept or to cancel the order without any right of objection. The Provider also reserves the right not to accept or cancel the order of any Customer who, without these conditions being cumulative would have provided erroneous information; would not proceed to the payment of the Services, with whom there is a dispute relating to the payment of a previous order; or presents an abnormally high level of orders. Article 6 – Pricing The Services are provided at the Provider's current price listed on the Site (https://vizir.co/tarifs) on the day of the order, expressed in euros excluding taxes. The Services are invoiced and the price is due in full and payable in cash on the day of the order for the contractual period to come. The price is firm and may not be revised during the performance of the Services, the parties expressly waiving the provisions of Article 1195 of the Civil Code. However, the Provider reserves the right to change its price list every year with a maximum increase of 3% and to apply the price changes to the Services which would be subscribed by the Customer after the entry into force of the new price list. Any price reductions, discounts and rebates may be applied to the Services under the conditions set out on the Site or in any other document communicated to the Customer. In the event of a promotional rate, the Service Provider agrees to apply this rate to any order placed during the promotional period. In case of early payment by the Customer, no discount will be applied. Under no circumstances may payments be suspended or offset without prior written agreement between the Provider and the Customer. Any suspension, deduction or set-off made unilaterally by the Customer shall be treated as a default in payment and shall entail all the consequences of late payment. Furthermore, it is expressly agreed that the Customer is validly put in default of payment by the mere due date of the obligation, in accordance with the provisions of Article 1344 of the Civil Code. In case of late payment of any of the due dates, the Provider reserves the right, without any compensation being due to the Customer, to : demand immediate payment of all sums due for the Services, which shall become immediately payable regardless of their initial due date; refuse any new order or require for any new order a cash payment or a guarantee for the good execution of the commitments; to charge any partial payment first to the non-preferential part of the debt and then to the amounts that are due the earliest; reduce, suspend or cancel access to the Services, 15 days after the Service Provider has served formal notice to the Customer without effect; apply, without prior notice, to all amounts due, from the first day of delay until full payment, late payment penalties calculated at the rate referred to in Article L.441-10 of the Commercial Code; Any change in rates resulting from an increase in value added tax or the creation of any new tax based on the price of the Services will be immediately and automatically applied. Article 7 – Payments methods The Customer expressly acknowledges that any order placed on the Site is an order with an obligation to pay, which requires the payment of a price against the provision of the ordered Service. The Customer may pay his order by bank transfer. At the time of the order, the Provider will communicate the details of the account to which the transfer is to be made, as well as the order reference to be indicated in the transfer order. If necessary, the order validated by the Customer will be considered as confirmed only when the Provider has been able to ensure the validity of the payment. Article 8 – Provider’s obligations The Service Provider undertakes to take all reasonable care in the performance of the Services and its obligations under these Terms and Conditions and/or any other documentation that may be entered into with the Clients, in compliance with the laws and regulations and the rights of third parties. The Service Provider declares that it has the necessary skills, experience and means to provide the Services, and assumes full responsibility for both the performance of the Services and the organization of the work of its staff, if any. The Provider publishes the Services available on the Site and hosts the content of the Site uploaded by the Customers. The Service Provider acts as a technical service provider and does not control the legality, accuracy, quality or sincerity of the contents put online by the Customers under their responsibility. Consequently, the Customers acknowledge the Provider as the host of the Website in the sense of article 6 of the French law n°2004-575 of June 21, 2004 for the confidence in the digital economy. However, the Provider undertakes to promptly remove any obviously illegal content that would be brought to its attention, in particular when the existence of such content has been notified by a Customer under the conditions provided by the applicable regulations. In addition, the Service Provider endeavors to ensure access and proper functioning of the Site twenty-four hours a day, seven days a week. However, the Provider cannot exclude that the access and the functioning of the Website are interrupted in case of force majeure, malfunction of the Customer's equipment or Internet network, failure of the telecommunication operators, interruption of electricity supply, abnormal, illicit or fraudulent use of the Website by a Customer or a third party, decision of the competent authorities, or for any other reason. The Provider also reserves the right to make any changes and improvements to the Site and the Services that it deems necessary for technical developments or proper operation. General and temporary interruptions of the Site and the Services will, as far as possible, be notified via the Site before they occur, except when these interruptions are of an emergency nature. Article 9 – Customer’s obligations Each Customer undertakes to access and use the Site and the Services in a loyal manner and in accordance with the laws in force and the present General Conditions. The data and information communicated or put on line by the Customers must be exact, sincere and loyal and will be communicated under their only responsibility. More generally, each Customer agrees to : to ensure compliance, in all circumstances, with the legal, social, administrative and fiscal obligations applicable to his professional status; not to modify, during the execution of the Services, their nature or their terms of supply, except with the prior written agreement of the Provider; to pay the price of the Services in accordance with the terms and conditions set forth herein; not to disseminate any illegal content or content that would diminish, disorganize, slow down or interrupt the normal flow of data on the Site; to immediately notify the Provider of any difficulty, reservation or dispute arising during the performance of the Services or any abnormal, abusive or fraudulent use of the Site of which it would be aware. In the event that a Customer is responsible for a breach of the law or an infringement of the rights of third parties, the Provider reserves the right to provide, at the request of any legitimate authority (court, administrative authority, police), any information allowing or facilitating the identification of the offending Customer. Article 10 – Complaints In the event of non-performance or defective performance of the Services, the Customer shall notify the Service Provider and express its grievances and reservations within thirty (30) calendar days from the date it becomes aware of such non-performance or defective performance, in order to allow the parties to make their best efforts to reach an amicable settlement of the situation within thirty (30) calendar days from the Customer's initial notification. In the event of failure to reach an amicable settlement under the above conditions and in the event of gross negligence on the part of the Service Provider, the Customer may terminate the General Terms and Conditions in accordance with the conditions set forth in Article 17 and obtain, where applicable, damages from the Service Provider to compensate for the loss suffered, the Customer waiving in advance the right to seek compulsory performance in kind of the Services by the Service Provider or a third party or a proportional reduction of the price, in express derogation of the provisions of Articles 1221, 1222 and 1223 of the French Civil Code. Article 11 - Provider’s responsibility The Service Provider is bound by an obligation of means for the provision of the Services. Each Customer declares to be informed of the constraints and limits of the Internet networks and may not in any case seek the liability of the Provider for malfunctions in access to the Services, the speed of opening and consultation of the pages of the Services, the temporary or permanent inaccessibility of the Services or the fraudulent use of the Website by Customers or third parties. The Service Provider shall not be liable for in case of failure to perform any obligation resulting from a fortuitous event or an event of force majeure as defined in Article 1218 of the Civil Code, including, but not limited to, unforeseeable events such as strikes, work stoppages, labor unrest, plant closures, floods, fires, production or transportation failure not resulting from its personal act, supply disruption, wars, riots, insurrections and more generally any circumstance or event preventing the Company from properly performing its obligations; in the event that the information, data, instructions, guidelines, materials or media communicated by the Client are erroneous or incomplete, and more generally in the event that the non-performance or defective performance of the Services results in whole or in part from the Client's conduct, failure or default; in the event that certain services or functionalities are not accessible on the Site due to a deactivation by a Customer of cookies via the interface of the navigation software; in the event that the functionalities of the Site prove to be incompatible with certain equipment and/or functionalities of a Customer's computer hardware. Each Customer is also responsible for the content and information imported, stored and/or published on the Site and undertakes not to use any technical measure of a nature to allow the circumvention of the technical protection measures put in place by the Provider in order to avoid any fraudulent use of the Site and the Services. Each Customer also takes under its sole responsibility all measures to ensure the integrity and backup of all its data, files and documents and waives to seek the liability of the Provider in case of damage to data, files or any other document that it may have entrusted to the Provider in the context of the use of the Site and / or Services. More generally, each Customer agrees to indemnify and hold harmless the Provider from and against any claim, demand, opposition and more generally any proceeding brought against the Provider arising out of the Customer's use of the Website or the Services. In any event, the Provider shall not be liable for any indirect or consequential damages such as financial loss, loss of opportunity, loss of profit, loss of contract, loss of order, loss of customers, loss of business, commercial loss or disturbance or loss of image, which may result from the defective provision or lack of provision of the Services. The Provider's liability shall not exceed an amount equal to the price, exclusive of tax, received from the Customer for the provision of the Services during the last twelve (12) months. In accordance with the provisions of Article 2254 of the French Civil Code, any legal action by a Customer against the Service Provider shall be time-barred upon the expiration of a period of (3) years following the date on which the Customer concerned had knowledge or is presumed to have had knowledge of the harmful event. Article 12 – Recording systems The computerized registers, kept in the computer systems of the Provider and its partners in reasonable security conditions, will be considered as proof of communications and actions of the Customers and the Provider. The archiving of these elements is made on a reliable and durable support so as to correspond to a faithful and durable copy within the meaning of the applicable regulations. Each Customer acknowledges the value of proof of the automatic recording systems of the Website and declares that he/she will not contest them in case of litigation. Article 13 – Personal data For more information on the use of personal data by the Service Provider, please read carefully the Privacy Policy (the "Policy"). You can consult this Charter on the Site at any time. Article 14 – Hyperlinks The hypertext links available on the Site may refer to third party or partner sites. They are provided solely for the convenience of the Customer, in order to facilitate the use of the resources available on the Internet. If the Customer uses these links, he/she will leave the Site and agree to use the third-party sites at his/her own risk or, as the case may be, in accordance with the conditions governing them. In any case, the existence of a hypertext link to the Site from a third party site or on the Site to a third party or partner site does not engage the responsibility of the Provider in any capacity whatsoever and in particular as to the availability, content and products and / or services available on or from this third party or partner site. The Customer is not allowed to create on a third party website one or more hyperlinks to the homepage of the Website or to its profile page, unless the Provider gives its prior written consent. Article 15 – Intelectual property The Service Provider is the sole owner of all content on the Website, including, without limitation, all texts, files, images (animated or not), photographs, videos, logos, designs, models, software, trademarks, visual identity, database, structure of the Website and all other intellectual property and other data or information that are protected by French and international laws and regulations relating to intellectual property. Consequently, none of the contents of the Website may be modified, reproduced, copied, duplicated, sold, resold, transmitted, published, communicated, distributed, broadcast, represented, stored, used, rented or exploited in any other way, whether free of charge or for a fee, by a Customer or a third party, whatever the means and/or media used, whether known or unknown to date, without the prior written authorization of the Service Provider, and the Customer shall be solely liable for any unauthorized use and/or exploitation. In addition, any extraction, integration, compilation, or use for commercial purposes of information contained in the databases accessible on the Site, as well as any use of software, robots, data mining systems and other data collection tools is strictly prohibited to Customers. However, the Service Provider grants to the Customers, subject to their compliance with these Terms and Conditions, a non-exclusive and non-transferable right to access, download and print the contents of the Website for personal and non-commercial use. The Customer authorizes the Provider uppon prior written authorization to reproduce, broadcast, host, store, reproduce, communicate, publish, modify, adapt, translate and display all or part of its content on the Site, by any means or process, for the purposes of exploitation, improvement, verification, promotion, marketing, advertising of the Site or in the context of the establishment of partnerships. This non-exclusive, transferable and sub-licensable license is valid for the whole world, without royalty, for the duration of the Customer's registration or until the content is deleted from his account. Article 16 – Duration - Suspention - Cancelation The present General Conditions are concluded for an initial period of 1 year. In the absence of termination of these Terms and Conditions within a period of 2 months prior to the end of this initial term, the provision of the Services and the Terms and Conditions are tacitly renewed for a new period equivalent to the initial term, at the pricing conditions in effect at the date of the renewal. The Service Provider reserves the right to suspend a Customer's access to the Site and the Services permanently or temporarily in the event of a breach by the Customer of its obligations under these Terms and Conditions. Article 17 - Confidentiality During the term of this Agreement, each party may become aware of or receive confidential information, documents and/or data about the other party. Accordingly, each party agrees, both on its own behalf and on behalf of its employees for whom it acts as a guarantor, to maintain strict confidentiality of all confidential information, documents and/or data of any kind relating to the results, business or clientele of the other party or any information received or obtained from a party in the course of the contractual relationship established. This confidentiality undertaking by the parties shall be valid both for the duration of this Agreement and for a period of two (2) years following its expiration or termination. Article 18 - NOTIFICATIONS Any written notice or summons required or permitted to be given hereunder shall be validly given if sent by hand-delivered letter or by hand-delivered against a receipt, by registered mail with return receipt requested, or by electronic mail (except in the event of termination hereof), addressed to the address of the party concerned, each party electing domicile at its registered office. Any change of address of a party for the purposes of this Agreement shall be notified to the other party in the manner provided above. Notices made by hand or by bearer shall be deemed to have been made on the date of delivery to the addressee, as evidenced by the delivery receipt. Notices made by registered mail with return receipt requested shall be deemed to have been made on the date of their first presentation at the addressee's address. Notices made by electronic mail shall be presumed to have been made on the date the electronic mail was sent. Article 19 - Autonomy and non-waiver If any provision of these Terms and Conditions is declared void or unenforceable for any reason whatsoever pursuant to any law, regulation or court decision, it shall be deemed unwritten and the remaining provisions shall remain in force. The fact that the Service Provider does not avail itself temporarily or permanently of one or more provisions of the General Conditions shall in no case entail waiver. Article 20 – Modification The Service Provider reserves the right to modify at any time. A notification will be sent to the customer. The Customer can cancel or supend his subscription if the terms are not acceptable. The Service Provider can modify the content or location of the Site if it remains inside the EU, the Services and these Terms and Conditions. Article 21 - Litigations Any disputes that may arise in connection with the contractual relationship between the Customer and the Service Provider shall be resolved, to the extent possible, amicably. In the absence of an amicable settlement within three months from the date of referral to the Service Provider by either party, all disputes arising out of or in connection with the General Terms and Conditions shall be submitted to the Court of Defedant. Article 22 - Applicable law and language of the contract The present General Conditions and the operations resulting from them are governed by and subject to the law of Defendant. They are written in English.