Last Updated: January 18, 2025
These General Terms and Conditions of Sale (hereinafter the “GTC”) are intended to define the terms and conditions applicable to the services and the provision of a software platform in SaaS mode offered by CALLKOM, a simplified joint-stock company registered under number 942 593 021, with its registered office at 96 rue Paradis, 13006 Marseille, intra-community VAT number FR58942593021, represented by its directors Mr. Yoann BEN FREDJ and Mr. Yann GARCIN (hereinafter the “Provider”), to its professional clients (hereinafter the “Client”).
The Client and the Provider are together referred to as the “Parties”.
The Client expressly acknowledges that the Services ordered from the Provider are concluded in the course of its professional activity and that it acts as a professional within the meaning of the Consumer Code. As such, the consumer protection provisions do not apply to the relationship between the Parties, which is governed exclusively by commercial law and general civil law.
These GTC apply, without restriction or reservation, to all quotes, commercial proposals, purchase orders, online subscriptions, subscription contracts, renewals and, more generally, to any order for Services offered by the Provider. Any order, subscription or acceptance of a quote implies full and unreserved acceptance of these GTC, which shall prevail over any other document from the Client, including the Client’s general terms of purchase or specific conditions, unless expressly waived in writing by the Provider.
These GTC, appended to the quote or made available to the Client on a durable medium at the time of subscription, together with any annexes, policies and special conditions, constitute the contract between the Parties (hereinafter the “Contract”).
Definitions. For the purposes of these GTC, the following terms have the meanings set out below:
“Platform”: software solution published and operated by CALLKOM, accessible online, enabling the Client to create, configure, administer and supervise automated conversational agents, and to access telephony, transcription, reporting, integration and campaign management functionalities;
“AI Agent”: voice or text conversational agent, based on artificial intelligence and automatic language processing technologies, configured by the Provider according to the parameters provided by the Client, capable of executing telephone or digital interactions (inbound/outbound calls, qualification, appointment scheduling, follow-up, confirmation, transfer, etc.);
“Services”: all services provided by CALLKOM, including access to the Platform, provision and hosting of AI Agents, telephony, voice synthesis, transcription, analysis, storage, reporting functionalities, as well as support services and, where applicable, support and integration services;
“Subscription”: access to the Services on a recurring basis, according to a formula and level of use determined (number of AI Agents, volume of calls/minutes, options, additional modules, etc.);
“Client Data”: data, files, scripts, prompts, contact lists, business rules, templates, content, settings and more generally any information integrated by the Client into the Platform or communicated to the Provider;
“Third-Party Data”: data relating to the end interlocutors called or contacted by the AI Agents on behalf of the Client (prospects, end customers, users, patients, beneficiaries, volunteers, etc.);
“Deliverables”: any element delivered to the Client under the Services (exports, dashboards, summaries, transcriptions, recordings if included, call logs, statistics, scores, notifications, etc.);
“Account”: individualized space associated with each Client or authorized user, giving access to the Platform via personal identifiers and allowing administration of the subscribed Services.
The following are covered by these GTC, without limitation: the provision of a SaaS Platform enabling the Client to create, administer and supervise its AI Agents; the configuration and hosting of one or more AI Agents based on instructions, scenarios and content provided or validated by the Client; the execution of inbound and/or outbound calls by the AI Agents, their automated interaction with Third-Party Data, and the return of collected information (transcriptions, summaries, contact sheets, appointment scheduling, tags, statistics, etc.); optional integration and telephone connection services (dedicated VOIP numbers, SIP connectors), software integrations (API, webhooks, CRM, calendars, business tools), as well as advanced customization services; support, monitoring, configuration assistance or optimization services, depending on the subscribed formula.
The mention of these Services in these GTC does not imply that the Provider undertakes to carry out all of these tasks for each Client. Only the Services specifically described in the quote, commercial proposal or Subscription formula accepted by the Client will be provided.
The tasks entrusted to CALLKOM are specified and strictly limited to the quote, purchase order, commercial proposal, or description of the SaaS formula subscribed by the Client.
The Provider’s tasks mainly consist of: providing the Client with a right of access to the SaaS Platform, under the conditions set out in the Contract; making available, hosting and rendering operational the AI Agents defined in the order; ensuring the technical operation of the Service, including software infrastructure, telephony, voice synthesis, transcription and analysis modules; providing, where applicable, the integration, initial configuration, training and/or support services set out in the quote.
The Provider shall only be required to perform the Services expressly described in the quote, order or subscribed formula. Any request for Services not included in the initial accepted scope shall be subject to prior written agreement in the form of an amendment, supplementary quote or email validation, specifying the nature of the additional services requested and their financial terms.
The contractual relationship between the Parties shall take effect from: the signature of the quote by the Client, or the written acceptance of the commercial proposal, or the online subscription validated by the Client (in particular by checking a box to accept the GTC and payment), or any other equivalent order act.
Validation of the order implies prior, express, full and unreserved acceptance of these GTC by the Client.
Scope of Use. The Platform and AI Agents are designed for professional use. The Contract authorizes their use only within the scope of the client entity identified in the quote or subscription. Any use by another entity (subsidiary, establishment, franchise, affiliated association, etc.) not mentioned in the Contract requires prior written agreement from the Provider and may result in additional billing.
Technical Environment. The Client acknowledges that access to the Platform requires: a compatible device (computer, tablet or smartphone); an up-to-date and properly configured browser; a stable Internet connection. The Provider is not responsible for malfunctions due to the Client’s technical environment.
The Provider performs the entrusted tasks in compliance with the legal and regulatory provisions applicable to its activity and within the strict framework of the Contract.
The Provider is subject to an obligation of means. As such, it undertakes to implement the necessary technical and professional diligence to: provide a Platform that is accessible and functional according to SaaS market standards; enable the creation, hosting and execution of AI Agents configured in collaboration with the Client; deliver to the Client the Deliverables described in the Contract; ensure reasonable security and continuity of service, taking into account the state of the art and the nature of the Services.
The Provider makes every effort to ensure Platform availability consistent with the practices of a professional SaaS solution adapted for continuous use by the Client. However, occasional interruptions may be necessary, particularly for corrective, preventive or evolutionary maintenance operations, security actions, addition of new features or compliance with legal or regulatory requirements.
Except in emergency situations or force majeure, the Provider shall endeavor to inform the Client in advance of maintenance operations likely to affect access to the Services and, where possible, to schedule these interventions during time slots that reduce the impact on the Client’s activity.
The Provider may evolve the Platform (for example through interface updates, algorithm improvements, addition or adaptation of features, or changes to APIs or technical providers) in order to preserve or improve the quality, security and performance of the Services. These developments do not give rise to compensation, provided that they do not lead to the removal of an essential feature clearly identified as included in the formula subscribed by the Client.
The Client is informed that certain developments may make adjustments to its own settings, prompts or integrations advisable or occasionally necessary. The Provider may, at the Client’s request, assist with these adaptations; this assistance may, where applicable, be subject to a specific quote when the interventions exceed the scope of standard support.
The Provider provides AI Agents based on advanced natural language processing technologies. As with any system using artificial intelligence, their operation is based on statistical models that may occasionally result in variations in the interpretation or formulation of responses.
The Client is informed and expressly accepts that: despite the care taken in configuration, testing and updates, AI Agents may, residually, produce responses that do not include all expected information, present formulations that may be open to interpretation, or do not perfectly reflect the Client’s initial intention; the behavior of each AI Agent is closely linked to the instructions, files, prompts, scenarios, contact databases and settings defined or validated by the Client, so that the relevance of exchanges also depends on the quality and consistency of these elements; the overall performance of the system (qualification level, appointment scheduling, conversion rate, perception of interlocutors, etc.) also depends on factors external to the Provider, such as the quality of the telephone network, the behavior of end interlocutors, the Client’s offer, its callback times, its commercial organization and, more broadly, its own operational context.
The Provider provides a technical environment and AI Agents enabling the Client to implement its relationship and prospecting strategy; however, it is not intended to substitute for the Client in defining, directing or validating business content, nor in prospecting, targeting or commercial follow-up choices.
Consequently, the Provider is not bound by an obligation of result and does not guarantee the achievement of the Client’s commercial, operational or organizational objectives, nor the legal compliance of scripts, scenarios and conversation content defined or validated by the Client, the latter remaining solely responsible for these.
The Client is informed that under applicable European law on artificial intelligence systems, certain devices, including conversational agents, are subject to specific transparency requirements, notably to inform individuals that they are interacting with an automated agent, when this is not obvious to them.
CALLKOM designs its Services to facilitate compliance with these requirements and provides the Client with features to integrate appropriate information messages into call scripts and scenarios. However, it is the Client’s responsibility to define the content, timing and terms of these messages, according to its activity, its interlocutors and its own regulatory framework, and to verify their compliance.
Consequently, the Provider cannot be held responsible for the absence, content or implementation of this information in the Client’s campaigns, the Client retaining control and responsibility for its configuration and communication choices.
Depending on the subscribed formula, the Provider provides the Client with: technical support (incident resolution, access assistance, bugs); functional support (Platform use, understanding of features, standard configuration assistance); and possibly “optimization” or “CSM” support (script improvement, setting recommendations).
Unless otherwise stipulated, standard support is provided by email and via the ticketing tool integrated into the Platform, Monday to Friday, from 9:00 AM to 6:00 PM (local time of the Provider’s headquarters), excluding public holidays. Response times are reasonable and depend on the criticality level of the incident and the subscribed formula.
The Provider may offer enhanced support levels (dedicated hotline, on-call service, guaranteed response times) as part of paid options or special conditions.
For the provision of Services, the Provider relies on an ecosystem of specialized technical partners (cloud solutions, telephony, voice synthesis, transcription, storage, email/SMS sending, authentication, analytics, AI services, etc.), carefully selected based on their reliability, performance and guarantees. However, these partners’ services remain subject to their own terms of use and any technical or regulatory changes.
The Provider implements reasonable measures for the selection, monitoring and, where applicable, replacement of these third-party providers to preserve the quality and continuity of the Services. In this context, the Client acknowledges that certain occasional unavailabilities, usage restrictions or technical adaptations may result from decisions or constraints specific to these partners, without being attributable to the Provider as long as the latter has acted with diligence.
The Provider notably uses a voice synthesis provider to enable call emission and voice interactions of AI Agents. The Client is informed and accepts that the voice signature of AI Agents depends on these technologies – and therefore, where applicable, on certain inherent characteristics (intonation, accent, pronunciation, stability, etc.) – without this being considered a lack of conformity of the Services as long as the voice functionality is operational.
The Provider implements technical and organizational security measures appropriate to the nature of the Services and the state of the art, including: secure authentication, role and authorization management; logging of accesses and major actions; regular backups; logical separation of Client environments; vulnerability monitoring and corrective actions.
The Provider implements technical and organizational security measures appropriate to the nature of the Services and in accordance with generally accepted standards for professional SaaS solutions. Given the characteristics of the Internet and information systems, absolute security or the total absence of vulnerabilities cannot be guaranteed.
The Client is informed that the effective level of protection also results from its own practices (identifier management and confidentiality, access rights definition, security of its workstations and networks, user vigilance, etc.) and undertakes to actively contribute to this.
The Provider is bound by the strictest confidentiality concerning all information, data, files, parameters, scripts, prompts, call archives, analytical results or documents exchanged with the Client in the context of the Contract, except for legal obligations or court orders.
Unless otherwise stipulated, the Provider retains, for the applicable legal period, a copy of the elements enabling proof of the contractual relationship and execution of the Services, within the limits provided for in Article 8.4.
This retention, for a maximum period of five (5) years from the end of the Contract, enables the Provider to meet its accounting, tax and evidentiary obligations, and to defend itself in the event of a claim brought to its attention within the legal limitation period.
The Client undertakes to collaborate actively, loyally and in good faith with the Provider throughout the duration of the Contract.
In this regard, the Client undertakes in particular to:
To enable the Provider to correctly configure and operate the AI Agents, the Client: provides the Provider, within timeframes compatible with the Services schedule, the elements necessary for the configuration of AI Agents (scripts, prompts, templates, qualification rules, scenarios, company information, schedules, appointment booking instructions, objection handling procedures, etc.); ensures that the Client Data transmitted is, at the time of communication, as accurate, complete, up-to-date and lawful as possible with regard to its use in the context of the Services; performs, before the production launch of AI Agents, the checks it deems useful on their behavior (response content, tone, qualification rules, authorized actions such as appointment scheduling, transfers, confirmation sending, information collection, etc.) and validates their operation accordingly.
Any production launch of an AI Agent is deemed to occur after validation by the Client of the parameters it has defined or approved.
The Client uses the Platform and AI Agents in the course of its activity and under its own responsibility. In this regard, it ensures that this use complies with: applicable laws and regulations for its sector and operations; third-party rights (including intellectual property, trade secrets, consumer protection, labor law, personal data protection); rules governing telephone prospecting, information to called persons and consideration of any objections or requests.
The Client implements, within its organization, the processes and controls it deems appropriate to supervise the use of AI Agents, particularly when they may contact individuals for commercial purposes or process information that is sensitive with regard to its activity.
The Parties acknowledge that the Provider provides a technical environment and implementation tools, without intervening in the definition of the Client’s prospecting strategies or operational uses; the Client therefore retains control and responsibility for the compliance of its campaigns and call databases.
The Client remains solely responsible for: the constitution and lawfulness of the lists of contacts called; the legal basis and compliance with information obligations to called persons; checking opposition lists (including Bloctel) when prospecting consumers; managing opt-out requests, consent withdrawals and objections made during or following calls; compliance with authorized time slots and legally regulated call frequencies.
The Client is informed that the legal and regulatory framework applicable to telephone canvassing and direct marketing is subject to change. It therefore undertakes to adapt its practices, scripts, scenarios, call databases, information methods and opposition mechanisms to the rules applicable at the time of its campaigns.
The Provider cannot be held responsible for any sanctions, claims or audits resulting from non-compliant prospecting by the Client.
The Client, who retains control of the relationship with its end interlocutors, ensures that they are clearly informed, when regulations require it, that they are interacting with an AI Agent.
To this end, it is the Client’s responsibility to define and integrate, in its scripts and scenarios, the information messages it deems appropriate, taking into account the nature of its activities, the profile of the persons contacted and the applicable regulatory framework. The Provider provides the features necessary to enable the insertion of such messages, without intervening on their content.
When relevant to its sector or the expectations of its own clients and users, the Client also organizes, using the available tools (for example, transfer to a colleague, call ending, sending additional information), the procedures for switching to a human interlocutor or providing additional information.
The Client ensures the confidentiality of its identifiers and, more generally, of any means of access to the Platform made available to its authorized users. It organizes, within its company, the rules for allocating, renewing and managing these accesses.
Unless proven otherwise, any action performed using the identifiers associated with the Client’s Account is deemed to have been performed under its responsibility, including when it results from the use of these accesses by its employees, collaborators, service providers or other third parties it has authorized.
In the event of suspected unauthorized access, credential compromise or fraudulent use of the Services, the Client undertakes to inform the Provider as soon as possible to enable the implementation of appropriate protective measures (account suspension, access reset, etc.).
The Client also refrains from any use of the Platform likely to deliberately alter its integrity, security or availability (such as unauthorized intrusion tests, saturation attempts, mass extractions not provided for in the Contract, or any other comparable behavior).
The Client retains control of the commercial, organizational and operational choices related to the use of information collected by the AI Agents. In this regard, the use it makes of the Deliverables (for example for callbacks, commercial qualification, integration into its CRM, follow-ups or segmentation of its database) is its own decision and is performed under its responsibility.
When Deliverables are taken over, completed, modified or combined by the Client or a third party with other data, these interventions may alter their content or scope. In such a case, the Provider cannot be held responsible for the compliance, accuracy or effectiveness of the Deliverables thus reworked, beyond what was initially provided in the context of the Services.
The Client is recommended to implement, within its own information system, a regular backup policy for Client Data that it exports or reuses in its internal tools. For its part, the Provider ensures the backups necessary for the proper functioning of the Platform and the continuity of the Services, without being obligated to retain data beyond the scope of the Service or the periods indicated in Article 8.4.
The Services are provided: either on the basis of a one-time quote (integration, configuration, custom services); or as a recurring Subscription, according to the duration and commitment conditions described below; according to the rates, usage volumes and options described in the commercial proposal accepted by the Client or on the subscription page.
Unless otherwise stipulated in the quote or subscribed formula, Subscriptions are taken out for an initial period of twelve (12) months.
At the end of this initial period, Subscriptions are tacitly renewed for successive periods of one (1) month, unless terminated under the conditions set out in Article 7.2.
Any period started is due in full, even if the Client stops using the Service before the deadline.
The Client is invited to check the content of its formula (number of AI Agents, included volumes, options) at the time of subscription. If the formula is subscribed online, the Client acknowledges that it forms part of the definition of the Contract in the same way as a signed quote.
Certain formulas or options may include usage-based billing, particularly based on AI minutes including associated telephony time.
The Client benefits from a package including a volume of included consumption; beyond this, overages may be billed according to the rates indicated in the subscribed formula or commercial proposal.
The Client acknowledges that usage indicators measured by the Platform are authoritative, barring manifest error.
The Provider may implement monitoring or administrator control mechanisms to supervise consumption and avoid abnormal overages.
Consumption alerts (emails, notifications or messages in the Platform) may be set up to inform the Client of the approach of included thresholds. The absence of an alert does not limit the enforceability of overages.
Unless otherwise stipulated, Services are invoiced upon order.
Invoices are payable upon receipt.
Payment is made by credit card via Stripe, unless the Provider expressly agrees to another payment method.
The Provider may thus, depending on the case and with prior agreement, accept payment by bank transfer or direct debit, in accordance with the instructions on the invoice or in the subscription.
In the event of late payment, from the due date indicated on the invoice, the Client shall owe: interest at three (3) times the applicable legal interest rate; and a fixed indemnity for recovery costs of forty (40) euros, without prior formal notice.
When actually incurred recovery costs exceed this amount, additional compensation may be claimed upon presentation of supporting documents.
The Provider may suspend access to the Services until full regularization, without such suspension entailing debt remission or period extension.
The Provider reserves the right to adjust its rates once a year, taking into account changes in costs, technical providers, regulations or the market.
Any price modification applicable to a current Subscription will be notified to the Client with at least thirty (30) days’ notice.
In case of disagreement, the Client may terminate without charge before the modified rates come into effect. This option is exercised in compliance with the initial commitment period, unless the modification occurs during the renewal period.
Any invoice dispute must be notified in writing within eight (8) business days of receipt, specifying the disputed elements. Failing this, the invoice is deemed accepted without reservation.
The Provider is bound by an obligation of means. It undertakes to provide: functional access to the Platform; configurable and operable AI Agents; delivery of the planned Deliverables.
The Provider strives to offer a high level of service for AI Agents; however, the complexity of the technologies used and the digital environment precludes guaranteeing an absolute absence of errors, interruptions or imperfect responses.
The Provider may only be held liable for direct, certain, proven damages attributable exclusively to a serious contractual fault committed by it in the performance of the services.
Except for gross negligence or willful misconduct, the total compensation owed by the Provider, for all causes combined, is limited to the amount excluding taxes actually received by the Provider for the three (3) months of Subscription preceding the triggering event, or, for a one-time service, the amount excluding taxes of said service.
The following are excluded from any compensation: indirect damages, such as: loss of revenue, margins, profits, working time or operation; loss of opportunities, prospects, clients; damage to image, reputation or trust; loss or alteration of data resulting from misuse, incorrect configuration, lack of information or failure of the Client to back up; third-party claims, administrative sanctions, contractual penalties owed by the Client to its own clients, internal or external compliance costs.
In the context of using the Services, the Parties acknowledge that certain responsibilities are, by nature, within the Client’s sole sphere of decision and cannot be assumed by the Provider. Consequently, and without prejudice to the obligation of means incumbent on the latter, the Provider’s liability cannot be engaged in the situations described below, except for proven fault on its part.
a) Content, Instructions and Settings Defined by the Client
The Provider provides the Client with a technical environment and AI Agents enabling the implementation of scenarios, scripts and business rules defined by the Client. It does not intervene in the development of the substance of messages, arguments, questions, answers, qualification rules or targeting criteria, which remain determined and validated by the Client.
In this regard: the Provider cannot be held responsible for the content of prompts, scripts, scenarios, qualification rules, files or documents provided or validated by the Client, nor for their suitability for the specificities of its activity; the Client remains solely responsible for the legal, loyal, non-misleading, non-discriminatory character and, more generally, compliance with applicable regulations, of conversations initiated by its AI Agents based on these elements.
b) Lawfulness of Call Databases and Prospecting Operations
Contact lists, prospect databases and procedures for using called numbers are exclusively developed and managed by the Client and are outside the Provider’s control.
It is therefore the Client’s responsibility to ensure that: the contact databases used are constituted and updated in accordance with applicable law (accurate data, appropriate legal basis, compliance with retention periods, etc.); the persons called are, where applicable, in a position to be canvassed (no registration on opposition lists or compliance with the opt-in regime where required); the call times, frequencies and procedures comply with the rules applicable to telephone canvassing and direct marketing.
The Provider does not control the constitution, updating or lawfulness of the Client’s contact lists and cannot therefore be held responsible for lack of consent, non-observance of opposition lists (such as Bloctel) or any failure to comply with the Client’s own obligations regarding telephone prospecting.
c) Client’s Operational Choices and Decisions
The information returned by the Services (records, transcriptions, indicators, scores, statistics, reports, etc.) is intended to assist the Client in its decision-making, without substituting for it.
In particular, the Provider cannot be held responsible for: commercial or organizational decisions taken by the Client based on the Deliverables (qualification in its CRM, callbacks, follow-ups, segmentation, targeting, prioritization, etc.); lack of result, performance or return on investment related to operations decided and managed by the Client based on this information.
d) Inherent Limitations of AI and Voice Synthesis Technologies
The Client is informed that the artificial intelligence and voice synthesis technologies used, although carefully selected, are based on probabilistic models and automated processing that may contain approximations.
In this context, and provided that the Provider fulfills its obligation of means and offers appropriate configuration or correction tools, the following do not in themselves constitute faults attributable to the Provider: occasional production of imperfect responses or formulations (approximations, variable levels of detail, partial interpretations, etc.); transcriptions that may contain minor errors related to network quality, audio or interlocutors’ speech; summaries or analyses which, while remaining coherent overall, do not integrate all the nuances of each conversation; variations in tone, intonation or pronunciation specific to the voice synthesis technologies used.
e) Services and Infrastructures of Third-Party Technical Providers
For the provision of Services, the Provider relies on specialized technical providers (cloud hosts, telephony operators, voice synthesis providers, transcription, AI, email/SMS sending, authentication, etc.), selected with diligence.
Subject to having implemented reasonable measures for the selection, monitoring and, where applicable, replacement of these providers, the Provider cannot be held responsible for unavailabilities, limitations, changes or incidents attributable to these third-party services, provided they do not result from deliberate failure or characterized negligence on its part.
In such a case, the Provider undertakes to inform the Client within a reasonable time, to cooperate with its providers to reduce the impact of the incident and, where possible, to propose workaround or adaptation solutions.
f) Use of the Platform for Sensitive Data or Processing
The Platform is designed for general customer relationship management and prospecting use. It is not intended, in principle, to be used for particularly sensitive processing (for example health data, social or judicial data, processing subject to enhanced professional secrecy, special categories of data within the meaning of the GDPR), unless expressly agreed in writing by the Provider providing appropriate technical and contractual guarantees.
If, outside such a specific agreement, the Client chooses to use the Services to process such data or communications, it does so under its sole responsibility and undertakes to: assess beforehand the compliance of this use with the regulations applicable to it; implement, in its own environment and in the configuration of the Services, the additional measures it deems necessary; inform the Provider, where applicable, of the particular risks identified to verify the compatibility of these uses with the technical characteristics of the Platform.
In any event, the Client indemnifies the Provider against any claim, sanction or conviction whose principal origin is a breach by the Client of its own legal or regulatory obligations in any of the areas referred to in this article.
The Client acknowledges having been informed, in a clear and understandable manner, of the Provider’s liability limitations and exclusions. It expressly accepts all the stipulations of this article, which constitute essential and determining conditions of its consent.
By way of derogation from the rules applicable between professionals, the Provider grants the Client a contractual withdrawal period of seven (7) calendar days from the validation of the order or online subscription.
Any withdrawal request must be notified in writing.
In the event of withdrawal within this period, the Subscription will be cancelled and any sums paid in respect of it will be refunded, subject to services already performed at the express request of the Client before the expiry of said period.
At the end of the withdrawal period provided for in Article 7.1, the Client is committed for the initial period of twelve (12) months.
At the end of this initial period, the Client may terminate the Subscription at any time, subject to giving one (1) month’s notice, with termination taking effect at the end of the current calendar month upon expiry of the notice.
Termination must be notified in writing (email with acknowledgement of receipt or via the interface if available).
Sums due for periods already committed remain fully payable.
This article applies without prejudice to any special conditions provided for in a quote or specific formula.
In the event of termination: the Client retains access to the Platform and its Client Data until the end of the paid period; it may export its Client Data and Deliverables in the available formats (CSV, PDF, audio, etc.); at the end of the Contract, the Provider deletes or anonymizes the Client Data processed on behalf of the Client, according to the terms of Article 8.4, except for legal retention obligations.
The Provider is not required to provide customized reversibility, assisted migration, or access beyond the periods provided, without a specific quote.
In the context of performing the Services, the Provider processes Client Data and Third-Party Data that may constitute personal data.
The Client retains the status of data controller for all Third-Party Data collected via AI Agents, call databases, conversations, transcriptions and the Client’s CRM.
The Provider acts, for these processing operations, as a processor within the meaning of the GDPR.
The Client remains the sole decision-maker regarding purposes, legal bases, collection methods, information to called persons, opposition management, and data retention periods from calls.
Furthermore, the Provider acts as an independent data controller for processing necessary for the management of its customer relationship (Account creation, billing, B2B prospecting, support, security, technical logs, product improvement).
In accordance with Article 28 of the GDPR, the Provider undertakes in particular to: process data only on documented instructions from the Client; guarantee the confidentiality of processed data; implement appropriate technical and organizational security measures; make available the documentation necessary to demonstrate its GDPR compliance; inform the Client, as soon as possible, of any personal data breach affecting the Services; assist the Client, as far as possible, in fulfilling its GDPR obligations; at the end of the engagement, delete or return to the Client, upon request, the personal data still in its possession, subject to full payment of outstanding invoices and its legal retention obligations.
Rights Exercise Requests. If the Provider directly receives a request to exercise rights from a data subject (access, rectification, erasure, objection…), it undertakes to forward it to the Client within a maximum of twelve (12) business days, without responding directly, unless expressly instructed by the Client.
Personal Data Breaches. The Provider has implemented internal procedures to detect and handle security incidents likely to affect the confidentiality, integrity or availability of personal data processed in the context of the Services.
In the event of a personal data breach processed on behalf of the Client, the Provider undertakes to inform the Client as soon as possible after becoming aware of it and to communicate, as far as possible, the useful elements enabling the Client to assess the incident and, where applicable, to make its regulatory notifications.
The Client authorizes the Provider to use technical sub-processors for the needs of the Service (cloud hosting, telecom operators, AI providers, voice providers, messaging tools, analytics, authentication, etc.).
Some sub-processors may be located outside the European Union. In this case, the Provider ensures the implementation of necessary safeguards (standard contractual clauses, supplementary measures, choice of “EU” regions where possible).
The list of structural sub-processors may be communicated to the Client upon request and updated as needed.
The Provider retains personal data processed on behalf of the Client only for the time strictly necessary for the performance of the Services, in compliance with the principles of minimization and proportionality.
Contractual elements, documents, Deliverables, exchanges, proof of delivery, reports and accounts may be retained for evidentiary purposes for a maximum period of five (5) years from the end of the Contract, in accordance with the standard limitation period.
By way of derogation, invoices and accounting documents relating to the Services are retained for ten (10) years from the close of the relevant financial year, in accordance with legal obligations applicable to accounting documents.
At the end of the aforementioned periods, the data is deleted or anonymized, except for longer legal retention obligations or express request from the Client within the limits of the regulations.
The Client undertakes, as data controller, to: inform called persons that they are interacting with an AI Agent; inform called persons of any recording and automated processing of calls where applicable; manage consents, objections and opt-out requests; ensure compliance with the law applicable to telephone canvassing and direct marketing; provide data subjects with the necessary information notices and maintain compliant GDPR documentation.
The Client indemnifies the Provider against any claim, sanction or conviction based on a breach of these obligations.
Neither Party may be held liable for failure to perform any of its contractual obligations if such failure results from an event constituting force majeure within the meaning of Article 1218 of the French Civil Code and French case law, i.e., an event beyond its control, which could not reasonably have been foreseen at the time of conclusion of the Contract and whose effects cannot be avoided by appropriate measures, preventing the performance of its obligation.
Events likely to constitute force majeure include, without limitation: natural disasters, fires, floods, explosions, armed conflicts, terrorist acts, riots or civil unrest, pandemics and major health crises, administrative or regulatory decisions preventing the performance of the Contract, exceptional-scale cyber attacks, prolonged unavailability or major failure of a cloud, telecom provider or essential infrastructure on which the Services depend, massive power outages or any other event having the characteristics defined above.
The Party wishing to invoke force majeure shall inform the other Party, within a reasonable time of its occurrence, by any written means, describing the nature of the event, its foreseeable consequences on the performance of the Contract and, as far as possible, its estimated duration. It shall endeavor, to the extent reasonable, to limit its effects and implement feasible workaround solutions.
During the entire duration of the duly notified force majeure event, the performance of affected obligations is suspended, without liability of the prevented Party, and the Parties shall consult in good faith to adapt, if necessary, the terms of performance of the Contract.
If the impediment continues for more than thirty (30) consecutive calendar days, either Party may notify the other of the automatic termination of the Contract, without compensation from either party, by registered letter or any other written means providing a certain date. Sums due for services already performed or periods already started before the occurrence of the force majeure event nevertheless remain payable.
When force majeure affects only part of the Services (for example a module, a type of integration or a specific feature), only the obligations relating to that part are suspended, the other provisions of the Contract continuing to apply normally to the extent possible.
In the event of an occurrence, subsequent to the conclusion of the Contract, of an event beyond the Provider’s control, which could not reasonably have been foreseen at the time of signature and which would have the effect of making the performance of its obligations manifestly more onerous or unbalanced (for example major legislative or regulatory change, substantial change in the economic conditions of structural technical providers, new constraints imposed on telephony or AI services), the Provider may request the opening of a renegotiation of the Contract on the basis of Article 1195 of the French Civil Code.
The Parties then undertake to come together in good faith, within a reasonable time of this request, to seek contractual adaptations enabling the continuation of the performance of the Contract under sustainable conditions for each of them (price adjustment, functional scope, service levels, etc.).
During this renegotiation phase, the Parties continue to perform their respective obligations under the previous conditions, unless otherwise agreed in writing or in case of proven material impossibility.
Failing agreement within sixty (60) days of the renegotiation request, either Party may: either agree by mutual consent to the termination of the Contract on a date they determine; or, if they so wish, refer to the competent court to have the Contract adapted or terminated under the conditions provided for in Article 1195 of the French Civil Code.
The Parties agree, in any event, that the implementation of this hardship clause cannot be equated with force majeure and does not, in itself, exempt the Party invoking hardship from its obligations during the renegotiation phase, unless expressly agreed otherwise.
The CALLKOM Platform, its software components, technical architecture, interfaces, AI modules, generic knowledge bases, standard connectors, documentation, trademark, and all associated elements, remain the exclusive property of the Provider and/or its licensors.
The Client benefits from a non-exclusive, non-assignable, non-transferable right of access and use, limited to the duration and scope of the Contract, for its own internal professional needs.
The Client has no ownership rights over the Platform, generic AI Agents, or improvements, updates, patches or derivatives developed by the Provider during the Contract.
The Client remains the owner of the Client Data it integrates into the Platform.
It guarantees that it holds all necessary rights over the content, files, scripts, prompts, business documents and contact databases provided to the Provider or integrated into the Service.
The Client indemnifies the Provider against any third-party claim based on a violation of intellectual property rights, trade secrets or applicable regulations resulting from Client Data.
Unless agreed in writing by the Provider, the Client is prohibited from: copying, reproducing, decompiling, disassembling, translating, adapting or attempting to access the source code of the Platform; circumventing or neutralizing security, access control or usage limitation devices; reselling, sublicensing, renting, lending or making available to third parties, whether free of charge or for a fee, all or part of the Platform or AI Agents; using the Platform to develop a competing service or to train a competing model based on protected elements belonging to the Provider.
Any violation may result in immediate termination of the Contract and prosecution for infringement or unfair competition.
Any action for contractual or tortious liability against the Provider, of whatever nature, based on the performance or non-performance of the Contract, must be brought within a maximum period of five (5) years from the end of the Contract, failing which it shall be time-barred.
It is expressly specified that the end date of the Contract means: the end date of the last paid Subscription period, or the delivery date of the last planned Deliverable for a one-time service.
After this period, no claim, action or complaint may validly be brought against the Provider.
In the event of a dispute concerning the validity, interpretation, performance or termination of the Contract, the Parties undertake to seek an amicable solution before any legal proceedings.
The Party wishing to assert a grievance must notify the other in writing of the precise reasons for its dispute and propose an exchange within a reasonable time, without interrupting the limitation periods.
Failing amicable agreement within thirty (30) days of this notification, the Parties regain their full freedom of action.
These GTC and all contractual relations between the Parties are governed by French law, to the exclusion of any other foreign legislation.
Any dispute that cannot be resolved amicably shall be brought exclusively before the courts having jurisdiction over the Provider’s registered office, namely the Commercial Court or the Judicial Court of Marseille, even in the case of multiple defendants or third-party proceedings.
This jurisdiction clause also applies in the case of summary proceedings, incidental claims or protective measures.
These General Terms and Conditions of Sale (GTC) are expressly approved and accepted by the Client, who declares having read them before any order validation, online subscription, quote signature or commencement of Service performance.
The GTC are made available to the Client on a durable medium, notably via the CALLKOM website, at the address indicated at the time of subscription or in the quote, where they can be consulted, downloaded and retained.
For subscriptions or orders placed online, acceptance of the GTC is formalized by checking a specific box, preceding the final validation of the order or account creation. This validation, combined with the technical validation of the order (for example: confirmation click and/or payment), constitutes express and unreserved consent by the Client and has the same value between the Parties as a handwritten or electronic signature.
In the case of a quote, purchase order or commercial proposal, acceptance of the GTC results from the Client’s signature of said document, provided that it mentions that these GTC apply and are enforceable against the Client, or expressly refers to them.
In any event, the use of the Services, the creation of an Account, access to the Platform and/or their use by the Client subsequent to the provision of these GTC constitutes full and complete acceptance thereof.
The GTC prevail over any other document from the Client (including its possible general terms of purchase), unless expressly stated otherwise in writing and accepted by the Provider in special conditions or a specific contract. Any contrary condition imposed by the Client, failing express written acceptance by the Provider, is therefore unenforceable against the Provider, regardless of when it may have been brought to its attention.
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