The contractual relationship between Theseus and the Client is governed, in descending hierarchy, by the following documents:
|The quotation (the "Quotation")|
- It’s established on the basis of the Client’s needs
- The Client must accept it in writing (including by email) within [to be completed] days of its issue. This acceptance implies acceptance of the Terms and Conditions in their version in force at the date of the Quotation
- In case of contradiction, the Quotation shall prevail over the Terms and Conditions and the purchase order(s)
- In case of contradiction, the most recent Quotation shall prevail over the oldest one(s)
|The Terms and Conditions (the « Terms and Conditions »)||They define:|
- Theseus’ and the Client’s obligationsThe Client can find them via a direct link at the bottom of the Application.
|The purchase order(s)||The Quotation may be followed by the issue of purchase order(s) which must be validated by Theseus|
4. Conditions for accessing to the Services
The Client is:
- a natural person with full legal capacity, or a legal person acting through a natural person who has the power or authority to enter into a contract in its name and on its behalf and
- a professional, understood as any natural or legal person acting for purposes relating to his commercial, industrial, handmade, liberal or agricultural activity, including when acting in the name of or on behalf of another professional.
5. Services’ subscription
Once the Quotation validated, the Client must download the Application and complete the form provided on the Application and provide Theseus with all the information marked as mandatory.
In order to benefit from the Services, the Client must have the following hardware and/or software : [to be completed].
The Client can access the Services by going directly to the Application
The registration automatically opens an account in the Client’s name (the "Account") which allows it to access the Services by using its login and password. Once the Client’s Account has been created, it may ask Theseus to create accesses for users (the "Users") and to set up their access rights within the limit of the number provided in the Quotation.
6.1. Services’ description
Before subscribing, the Client can read the characteristics of the Services on Theseus' website https://www.theseus-ai.com/.
The Client recognizes:
- that it is aware of the characteristics and constraints of the Services, in particular the technical ones,
- that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which Theseus is not responsible.
The description and the scope of the Services to which the Client has subscribed are described in the Quotation.
Theseus reserves the right to offer any other Service.
Any request to modify the subscribed Services must be the subject of an additional Quotation.
6.2. Theseus' additional services
For the duration of the Services, the Client will benefit from corrective and evolutionary maintenance of the Application. In this context, access to the Application may be limited or suspended. In this case, Commented [JL3]: Il faut identifier les informations dont la fourniture est obligatoire et préciser l' incidence du défaut de réponse. Ceci peut se faire par l'apposition d'un astérisque à côté des champs obligatoires, renvoyant à une note en bas de formulaire du type : « champ obligatoire pour le traitement de votre inscription » Commented [JL4]: Je vous laisse compléter cette disposition si l' utilisation de votre application nécessite par exemple une version de navigateur compatible, etc. 3 Theseus undertakes to inform the Client at least 24 hours in advance, by any useful means and in particular by a general information message on the home page of the Application, or by email.
Concerning corrective maintenance, Theseus will do its best to provide the Client with corrective maintenance in order to correct any malfunction or bug found on the Application.
For the duration of the Services, the Client will benefit from evolutionary maintenance, which Theseus may carry out automatically and without prior notice, and which includes improvements to the Application's functionalities, the addition of new functionalities and/or technical installations used within the framework of the Application (aiming to introduce minor or major extensions)
Theseus makes backups Client’s Account and Users’ Accounts, so that they can be restored to their state at the date of said maintenance and/or upgrading operations.
Theseus provides, under the terms of a due care, the hosting of the Application as well as the data produced and/or entered by/on the Application, on its servers or through a professional hosting provider, and on servers located in a territory of the European Union
- Technical support
In the event of any difficulty encountered while using the Services, the Client can contact Theseus at the contact details mentioned in the article "Company identification" .
The technical support is available from Monday to Friday, excluding holidays, from 8 a.m. to 6 p.m.
7. Duration of the Services
The Client subscribes to the Services on a subscription basis (the "Subscription" ).
The Subscription starts on the day of its subscription for an initial period of 1 month, unless otherwise is indicated in the Quotation.
The Subscription is tacitly renewed, for successive periods of same duration as the initial period (together with the initial period, the "Periods"), from date to date, unless the Subscription is terminated under the conditions of the article "End of the Services"
8. Financial conditions
8.1. Price of the Services
The prices of the Services to which the Client has subscribed are set out in the Quotation.
Any Period started is due in its entirety.
Theseus stays free to offer promotional offers or price reductions.
The prices can be revised at any time under the conditions of the article "Modification of the Terms and Conditions"
8.2. Billing and payment terms
Theseus send the Client an invoice per Period by any useful means.
Payment is made by direct debit when subscribing to the Subscription, and then at each Period.
Theseus stays free to offer promotional offers or price reductions.
The Client guarantees that it has the necessary authorizations to use this method of payment.
8.3. Consequences of late or non-payment
In the event of default or delay in payment, Theseusreserves the right, from the day after the due date shown on the invoice, to:
- To declare all sums owed by the Client to Theseus to be in arrears and immediately payable,
- Immediately suspend the Services in progress until full payment of the amounts due,
- Invoice for Theseus' benefit an interest on arrears equal to 3 times the legal interest rate, based on the amount of the sums not paid on the due date and a fixed indemnity of 40 euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred exceed this amount.
9. Intellectual property rights
9.1. Intellectual property rights on the Application
The Application is Theseus' property, as are the software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.) that Theseus is using. They are protected by all intellectual property rights or database producers' rights in force. The license that Theseus grants to the Client does not entail any transfer of ownership.
The Client and the Users benefit from a non-exclusive and non-transferable license to use the Application in SaaS mode for the period set out in the article "Duration of the Services" .
As an exception to this section, Theseus may use its respective names, trademarks and logos and refer to its respective platforms as commercial references for the duration of the contractual relationship and 3 years thereafter.
9.2. Intellectual property rights on the Recordings
Recordings that the Client integrates on the Application for the purpose of providing the Services stay its property.
To this end, the Client grants Theseus a license to use the Recordings materials to which Theseus may have access or which the Client transmits to it, for the duration of the Services and for the purpose of (i) performing the Services and (ii) improving the performance of Theseus' artificial intelligence so that it can offer the Client ever more effective Services, but always in compliance with its obligations specified in the article "Personal data processing ".
9.3. Intellectual property rights on the testimonials
The Client may provide testimonials regarding its use of the Services (the "Testimonials")
Therefore, The Client agrees that Theseus may:
- broasdcast the Testimonials free of charge on Theseus' website and on any other French or foreign websites, published by any companies with which Theseus has agreements, by any means and on any medium, for the purpose of promoting the Application,
- translate the Testimonials into any language
9.4. Personality rights
As part of its use of the Services, the Client undertakes to use lawful Recordings, and to take all necessary precautions to obtain authorizations for the use of the voice of the persons concerned, on all media and for all uses of the Recordings, worldwide, for the duration of its subscription to the Services, and free of charge.
10. Client’s obligations and responsibility
10.1. Concerning the provision of information
The Client agrees to provide Theseus with all information necessary to subscribe to and use the Services.
10.2. Concerning the Client's Account
- guarantees that the information provided in the form is accurate and undertake to keep it up to date,
- acknowledges that this information is proof of its identity and is binding on it as soon as it is validated and,
- is responsible for maintaining the confidentiality and security of its login and password. Any access to the Application using its username and password is deemed to be made by the Client.
The Client must contact us immediately using the contact details set out in the "Company identification" section if it becomes aware that its Account has been used without its knowledge. The Client acknowledges that it shall have the right to take any appropriate action in such a case.
It is solely responsible for setting the access rights of Users.
10.3. Concerning the use of the Services
The Client is responsible for its use of the Services and any information it shares in connection therewith. It is also responsible for the use of the Services and any information shared by Users. The Client agrees that the Services will be used exclusively by it and/or the Users, who are subject to the same obligations as the Client in their use of the Services.
The Client shall not misuse the Services for purposes other than those for which they were designed, and in particular for:
- practice illegal or fraudulent activity,
- harm public order and morality,
- infringe on third parties or their rights in any way whatsoever and especially its personality rights,
- violate any contractual, legislative or regulatory provision,
- carrying out any activity that may interfere with a third party's computer system, in particular for the purpose of violating its integrity or security,
- carry out any operation aimed at promoting your services and/or sites or those of a third party,
- assist or incite a third party to commit one or more of the acts or activities listed above.
The Client will also not:
- Copy, modify or misappropriate any of Theseus' property or concepts used by it in connection with the Services
- Adopt any conduct that interferes with or hijacks Theseus' computer systems or breaches its computer security measures,
- infringe Theseus' financial, commercial or moral rights and interests,
- market, transfer or otherwise provide access to the Services, the information hosted on the Application or any of Theseus' property
The Client is responsible for Recordings of any kind that it integrates on the Application.
The Client shall not distribute any Recordings (this list is not exhaustive):
- infringing public order and morality (pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist),
- infringing the rights of third parties (infringing content, infringing personality rights, etc.) and more generally violating a contractual, legislative or regulatory provision,
- prejudicial to third parties in any way whatsoever
- misleading, deceptive or proposing or promoting illegal, fraudulent or deceptive activities,
- harmful to the computer systems of third parties.
The Client will indemnify Theseus against any claim and/or action that may be brought against Theseus as a result of a breach of any of its obligations. The Client will indemnify Theseus for any loss suffered and reimburse Theseus for any sums it may have to bear as a result.
11. Theseus’ obligations and responsability
Theseus undertakes to provide the Services with due diligence, it being understood that it is bound by a due care.
Theseus do not guarantee any volume of business that the Client may achieve through the use of the Services.
11.1. Concerning the quality of the Services
Theseus makes every effort to provide the Client with quality Services. For this purpose, Theseus carries out regular checks to verify the functioning and accessibility of the Services and may carry out scheduled maintenance under the conditions specified in the "Maintenance" section.
However, Theseus is not responsible for any difficulties or temporary impossibility of access to the Services due to:
- circumstances outside its network (including partial or total failure of the Cient's servers)
- the failure of equipment, cabling, services or networks not included in the Services, or which are not under Theseus' responsibility,
- interruption of the Services by telecom operators or internet service providers,
- The Client's intervention, in particular through an incorrect configuration applied to the Services
- force majeure
Theseus is responsible for the operation of its servers, the outer limits of which are the connection points.
Furthermore, Theseus do not guarantee that the Services:
- subject to constant research to improve its performance and progress, will be completely free of errors, defects or faults,
- being standard and not offered according to the Client's own personal constraints, will specifically meet its needs and expectations.
11.2. Concerning the service level guarantee of the Application
We make every effort to maintain 24/7 access to the Platform except in the event of scheduled maintenance as defined in the "Maintenance" section or force majeure.
11.3. Concerning the backup of data on the Application
Theseus will do it best efforts to back up any data produced and/or entered by/on the Application.
However, except in cases of proven fault on its part, Theseus is not responsible for any loss of data during maintenance operations
11.4. Concerning data storage and security
Theseus provides the Client with sufficient storage capacity to operate the Services.
Theseus is doing its best efforts to ensure data security by implementing measures to protect the infrastructure and the Application, to detect and prevent malicious acts and to recover data
11.5. Concerning the content of the Recordings
Theseus acts as a hosting provider for the Recording the Client integrates on the Application. Accordingly, Theseus is not responsible for the content of such Recordings.
As a result, Theseus cannot be held responsible for the publication of Recording authored by third parties, and any claims must be directed in the first instance to the authors of the content in question.
11.6. Concerning the use of subcontracting and the transfer of Theseus’ rights and obligations
Theseus may use subcontractors in the performance of the Services, who are subject to the same obligations as Theseus in the performance of their work. However, Theseus shall remain solely responsible to the Client for the proper performance of the Services.
Theseus may substitute any person who will be subrogated to all its rights and obligations under its contractual relationship. Theseus will inform the Client of any such substitution by any written means.
12. Limitation of liability
Theseus' liability is limited to proven direct damages that the Clientsuffers as a result of using Theseus' Services.
With the exception of physical injury, death and serious misconduct, and subject to having made a claim by registered letter with acknowledgement of receipt, within a period of one month following the occurrence of the damage, Theseus' liability shall not be engaged for an amount exceeding the amounts it has received during the 12 months preceding the event giving rise to liability or the period of provision of the Services, if this period is shorter. Theseus cannot be held responsible for any dispute whatsoever between the Client and/or the Users and/or any third party to whom the Recordings have been made in disregard of the authorizations for use of the image and/or sound and/or voice set out in "Personality rights" section.
13. Modes of proof
Evidence can be established by any means. The Client is informed that the messages exchanged through the Application as well as the data collected on the Application and its computer equipment constitute the main mode of proof admitted, in particular to demonstrate the reality of the Services performed and the calculation of their price.
14. Personal data processing
14.1. General provisions
As part of their contractual relations, each party shall undertake to comply with the applicable regulations on personal data processing and, in particular, the General Data Protection Regulation (regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) and the French Data Protection Act of 6 January 1978 (hereinafter referred together as the "Applicable Regulation").
Each party processes personal data of contact person of the other party involved in the performance of the Terms and Conditions, as data controller within the meaning of the Applicable Regulation for the purpose of managing the contractual relations between the parties and for the duration of the Contract. These processing are carried out for the execution of the Terms and Conditions and only identification data (in particular surname, first name, email address, telephone number) are processed by the parties.
Personal data are retained during the duration strictly necessary for the purposes of managing the business relationship between parties. Each of the parties' employee, their control services (notably auditor) and their data processors may have access to personal data.
14.2. Processing of personal data by Theseus as a data processor
The purpose of this clause is to define the conditions under which Theseus undertakes to carry out, on Client's behalf, the personal data processing operations defined below
Description of the processing carried out by Theseus
As part of the Services, Theseus processes personal data in the name and on behalf of the Client as a data processor, while the Client acts as a data controller within the meaning of the Applicable Regulation. The characteristics of the processing are described in Appendix 1 of these Terms and Conditions.
Theseus' obligations with respect to the Client
Theseus undertakes to process the personal data only for the purposes listed in Appendix 1 and in accordance with the Client's documented instructions, including with regard to transfers of data outside the European Union. Where Theseus considers that an instruction infringes the Applicable regulation, he shall immediately inform the Client thereof. Moreover, if Theseus shall process personal data and transfer them to a third country or an international organization, according to the applicable legislation of these Terms and Conditions, he shall inform the Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
Security and data confidentiality:
Theseus undertakes to implement the appropriate technical and organisational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in the event of a physical or technical incident. Theseus ensures that the persons authorized to process the personal data hereunder have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
Theseus is authorized to recruit the entities (the "Sub-Processor") listed in Appendix 1 to carry out processing activities. Theseus shall inform the Client, in writing beforehand, of any intended changes concerning the addition or replacement of Sub-Processors as listed. This information must clearly indicate which processing activities are concerned, the name and contact details of the Sub-Processor. The Client has a period of 15 calendar days from the date of receipt of this information to submit its legitimate and justifiable objections. In the absence of notification of objections after this period, the Client shall be deemed to have authorized the use of the relevant Sub-Processor.
The Sub-Processor shall comply with the obligations hereunder on behalf of and in accordance with the Client's instructions. Theseus shall ensure that the Sub-Processor provides the same sufficient warranties regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the Applicable regulation. If the Sub-Processor fails to fulfil its data protection obligations, Theseus remains fully liable to the Client for the Sub-Processor's performance of its obligations.
Transfer of personal data outside the European Union:
Theseus is authorized to transfer personal data processed as part of this Agreement to countries located outside the European Union, if appropriate safeguards have been implemented as defined under Chapter V of GDPR.
Assistance and provision of information:
Theseus undertakes to assist the Client and to respond without undue delay to any request for information sent by the Client, whether in the context of a request for the exercise of their rights by 10 data subjects, a privacy impact assessment, or a request made by a supervisory authority or the Client's data protection officer.
Exercise of data subject's rights:
Insofar as this is possible, Theseusshall assist the Client in fulfilling its obligation to respond to requests made to Theseus by data subjects to exercise their rights under the Applicable regulations. Where requests are made directly to Theseus, Theseus shall promptly send such requests to the Client by email to the address provided by the Client.
Notification of personal data breach:
Theseus shall notify the Client of any personal data breach relating to the processing operations covered by these Terms and Conditions, without undue delay after becoming aware of it and to provide the Client with all relevant information and documentation relating to such personal data breach.
Fate of the data:
Theseus undertakes, at the Client's election, to delete the personal data at the end of the Terms and Conditions or to return it to the Client and not to keep a copy of it, unless required by the Applicable Regulations. The Client has 1 month from the end of the Terms and Conditions to exercise this choice. After this period, Theseus shall delete all personal data.
Reuse of personal data by Theseus:
The Client hereby authorizes Theseus to process personal data collected as part of the Services (in particular the voice, connection and identification data) for the purposes of improving the Services, and in particular to compile statistics on how the Application is used by users. In this context, Theseus will act as data controller within the meaning of the applicable regulations, and undertakes to comply with the legal provisions on data protection in connection with the above-mentioned processing operations.
Theseus shall make available to the Client, at the Client's request, all information and documents necessary to demonstrate compliance with its obligations and allow for audits. The Client may carry out audits once a year, at its own expense to verify Theseus’ compliance with the obligations set forth in this article. The Client will inform Theseus of the audit at least 2 weeks before. Theseus may refuse the identity of the auditor if it belongs to a competing company. The audit shall be conducted during work hours and with the least possible disturbance for Theseus' activity. The audit shall not threaten (i) technical and organizational security measures implemented by Theseus, (ii) security and confidentiality of data of Theseus' other customers, (iii) the proper functioning and organization of Theseus. When possible, parties will agree beforehand on the scope of the audit. The audit report will be sent to Theseus as so to submit comments, which will be attached to the final version of the audit report. Each audit report will be considered as a confidential information.
Client's obligations with respect to Theseus:
- provide Theseus with the personal data mentioned in Appendix 1, except any improper, disproportionate or unnecessary personal data, and except any "particular" personal data within the meaning of the Applicable regulation, except if the processing activities justify it. In this case, the Client will have to document these justifications and to take all measures, notably of prior information, to collect appropriate consent and appropriate security measures, appropriate for such particular data;
- collect under its liability, lawfully, fairly and in a transparent manner the personal data provided to Theseus, for the performance of its services, and in particular, to ensure the lawfulness of processing and the information due to data subjects;
- maintain a record of processing activities carried out and more generally, comply with the principles of the Applicable regulation;
- ensure, before and throughout the processing, compliance with the obligations set out in the Applicable legislation.
Unless the other party agrees in writing, we undertake respectively to keep confidential, for the duration of our contractual relationship and 3 years thereafter, all information relating to or held by the other party of which we become aware on the occasion of the conclusion and performance of the contractual relationship.
This obligation does not extend to information:
- of which the receiving party was already aware
- already public at the time of their communication or which would become public without violation of this clause
- which have been lawfully received from a third party
- whose communication would be required by the judicial authorities, in application of laws and regulations or in order to establish the rights of a party in the context of its contractual relationship.
Confidential information may be passed on to itsrespective employees, collaborators, trainees, agents and contractors, on condition that they are subject to the same obligation of confidentiality.
16. Force majeure
The parties shall not be liable for any failure or delay in the performance of their respective contractual obligations due to force majeure occurring during the relationship.
Force majeure includes:
- any case meeting the conditions of Article 1218 of the French Civil Code and recognized by case law
- strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or failure of a third-party telecommunications provider.
If one of the party is prevented from performing its obligations due to force majeure, it must inform the other party by registered letter with acknowledgement of receipt. The obligations shall be suspended upon receipt of the letter and shall be resumed within a reasonable period of time after the force majeure has ceased.
The parties shall nevertheless remain liable for the performance of their respective obligations that are not affected by force majeure and for any payment obligations.
17. End of the Services
The Subscription must be denounced at the latest 7 working days before the end of the current Period, by:
- The Client, by sending Theseus a request to the contact details mentioned in the article "Company identification" or through its Account,
- Theseus, by sending the Client an email or through its Account
The Client has no longer access to its Account once the Services have ended.
Any Period started is due in its entirety.
18. Penalties for default
The payment of the price of the Services as well as the obligations set out in the article "Client’s obligation and responsability" are essential obligations.
In the event of a breach of these obligations, Theseus may:
- suspend or terminate the Client's access to the Services,
- remove any Recording related to the breach
- publish on the Application any information message that Theseus deems useful,
- send the Client a registered letter with acknowledgement of receipt to:
- terminate the contractual relationship, the termination taking effect on the day of receipt or first presentation of this letter,
- or to ask the Client to remedy the breach within a maximum of 15 calendar days. Termination will take effect at the end of this period if the breach is not remedied. And termination will result in the deletion of Client's Account,
- notify and cooperate with any competent authority and provide it with any information relevant to the investigation and prosecution of illegal or unlawful activities,
- initiate any legal action.
These sanctions are without prejudice to any damages Theseus may claim from the Client
19. Modifications of Terms and Conditions
Theseus may change the Terms and Conditions at any time and will notify the Client in writing (including by email) at least 2 months before they come into effect. The modified Terms and Conditions are applicable when the Client renew its Subscription.
If the Client does not accept these modifications, it must terminate its Subscription in accordance with the terms and conditions set out in the article "End of the Services".
If the Client uses the Services after the amended Terms and Conditions come into effect, Theseus will assume that it has accepted them.
In the event of a change in prices, these will be revised by reference to the index SYNTEC (the "Index"), according to the following formula P1 = P0 x I1 / IO
- P0 being the price before revision
- already public at the time of their communication or which would become public without violation of this clause
- IO being the last published Index at the date on which the price before revision was determined
- I1 being the last published Index at the date of revision,
- P1 being the price after revision.
20. Language of interpretation
In the event of contradiction or dispute as to the meaning of any term or provision, the English language shall prevail.
21. Applicable law and jurisdiction
The Terms and Conditions are governed by French law.
In the event of a dispute between Theseus and the Client, and in the absence of an amicable settlement within 2 months of the first notification, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris (France), unless otherwise provided for by mandatory provisions
Appendix 1 – Personal Data
1. Description of the processing of personal data that Theseus carried out on behalf of the Client
|Purpose(s) of the processing||Providing Services|
|Nature of the processing||Collection, recording, storage, consultation, use, disclosure by transmission, erasure, destruction|
|Categories of personal data||Identification data Voice|
|Categories of data subjects||Users|
|Duration of the processing||Duration of the Terms and Conditions|
2. List of the Sub-Processor(s) authorized
|Sub-Processor(s) authorized||Processing activities sub-processed||Localization of the processing||Appropriate safeguards implemented in case of transfer of personal data outside the EU|
|Versel||Hosting of the Application||Germany (Frankfurt)||N/A|