Preamble
These General Terms of Sale govern software and consulting services provided by VOCADS to its customers and partners. Their purpose is to define the conditions under which VOCADS delivers consulting services and/or associated software licences.
1. Definitions
- Licence: Legal authorisation permitting Customer use of the software under specified conditions.
- Licence Cycle: The period starting on the Effective Date for the duration of the licence term.
- Answer Credit: The number of survey responses available in the current cycle.
- Preview Credit: The number of survey previews available in the current cycle.
- Consulting: Support and advisory services provided by VOCADS.
- Effective Date: The start date of a Licence Cycle.
- Software: The VOCADS platform for creating, analysing, and distributing voice agents.
- Content: Information and materials submitted by the Customer to VOCADS.
- Data: Information relating to identified or identifiable persons.
2. Licence Access & Billing
2.1 Licence Usage Rights
Customers pay VOCADS fees for licences in accordance with the pricing and terms set out in Article 2.2. Licences include a defined number of Answer Credits and Preview Credits per Licence Cycle. Credits are deducted upon each survey response or preview.
2.2 Billing and Payment Terms
Licences operate on a subscription basis, payable in advance. Subscriptions automatically renew at the end of each cycle unless the Customer cancels at least 90 days before expiration. Upon termination, access continues through the end of the current billing cycle.
Invoices are payable net, without discount, on the Payment Date. Late payments incur interest at three times the legal rate in accordance with French Commercial Code Article L. 441-10, as well as a flat-rate collection fee of forty euros per Article D. 441-5.
2.3 Price Modifications
VOCADS reserves the right to modify pricing, effective only at the end of the current Licence Cycle. Customers who disagree with the new pricing may terminate the agreement at the end of the current cycle.
2.4 Account Management
Customers are solely responsible for protecting their login credentials. User accounts may not be shared and are for individual use only. Any unauthorised access must be reported to VOCADS immediately. Customers are responsible for maintaining accurate account information and for backing up their Content.
2.5 Termination
By the Customer: Customers may terminate by sending a written request to their commercial contact or to hello@vocads.com. No refund is issued for mid-cycle terminations unless VOCADS has materially breached these terms and failed to remedy the breach within 30 days of notice.
By VOCADS: VOCADS may terminate with 30 days' notice at cycle end, or with 90 days' notice mid-cycle (with a prorated refund) for reasons including: material breach, insolvency, non-payment, misuse of the platform, or legal compliance requirements.
3. Consulting Services & Billing
Consulting services are billed in advance. Invoices are payable net on the Payment Date. The same late payment provisions as in Article 2.2 apply. VOCADS reserves the right to modify consulting rates at each Licence Cycle end.
4. Confidentiality
Both parties commit to strict confidentiality regarding all information exchanged, including financial, technical, and commercial data. This obligation applies throughout the agreement and for two years following its termination. Exceptions apply to publicly available information and legally mandated disclosures.
5. Personal Data Protection
Where VOCADS accesses or processes personal data on behalf of the Customer, VOCADS acts as data processor and the Customer acts as data controller, in accordance with GDPR Article 28. Both parties undertake to comply with applicable data protection regulations.
VOCADS retains active licence data indefinitely as a storage provider. Customers may request deletion at any time. Data is automatically deleted one year after licence expiration. All data at rest and in transit is encrypted using AES-256. Daily automated backups and inter-regional replication ensure high availability.
6. Intellectual Property
Each party retains ownership of its pre-existing intellectual property. Customers receive only a usage licence for the VOCADS software under the conditions set out in this agreement. No intellectual property rights are transferred. VOCADS retains all rights over insights derived from the development and operation of its platform.
7. Liability
VOCADS' obligations are best-efforts obligations, not obligations of result. VOCADS' liability is limited to proven direct damages caused to the Customer. Indirect or consequential damages are excluded, including loss of business, loss of clients, loss of orders, or reputational damage.
In any event, VOCADS' total liability shall not exceed the sums paid by the Customer to VOCADS in the 12 months preceding the event giving rise to the claim.
8. Other Provisions
8.1 Non-Solicitation
During the agreement and for one year following termination, neither party may solicit the other's employees involved in delivering the services. A breach of this clause entitles the affected party to compensation equal to 12 months of the solicited person's gross salary.
8.2 Force Majeure
Neither party shall be liable for failure or delay caused by force majeure events as defined under French Civil Code Article 1218. If a force majeure event persists for more than 30 consecutive days, either party may terminate the agreement by registered letter. The Customer shall pay for all services rendered up to the termination date.
8.3 Assignment
This agreement may not be assigned without prior written consent from the other party. Parties may freely assign to subsidiaries or in the context of a business transfer, with at least 15 days' prior written notice.
8.4 Entire Agreement
These terms constitute the entire agreement between the parties regarding their subject matter. No amendment is valid unless signed by both parties. The non-enforcement of any provision does not constitute a waiver of the right to enforce it in the future.
8.5 Language
These terms were originally drafted in French. In the event of any conflict or ambiguity, only the French-language version shall be legally valid.
9. Governing Law & Jurisdiction
These terms are governed by French law. In the event of a dispute relating to the formation, validity, interpretation, or execution of this agreement, the parties shall seek an amicable resolution before initiating legal proceedings. The Paris Court of Appeal shall have exclusive jurisdiction over any unresolved disputes.
10. Contact
66 Av. des Champs-Élysées
75001 Paris, France
hello@vocads.com