Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether an individual or an entity, hereinafter "Customer," "you," or "your") and Ragencia SAS, a French société par actions simplifiée, with its registered office at 18 Rue Masséna, 06000 Nice, France (hereinafter "Ragencia," "we," "our," or "us"), governing your access to and use of the VAissistant platform, website (vaissistant.com), applications, APIs, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Cookie Policy, which are incorporated herein by reference.

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

• "Agent" or "AI Assistant" means the AI-powered voice assistant created and configured by the Customer within the Service.
• "Caller" means any individual who places a telephone call to a phone number managed through the Service.
• "Credits" means the unit of currency used within the Service to pay for phone calls, phone number rental, knowledge generation, and other billable activities.
• "Customer Data" means all data, content, and information uploaded, submitted, or generated by or on behalf of the Customer through the Service, including but not limited to knowledge base content, agent configuration, contact lists, call recordings, and transcripts.
• "Knowledge Base" means the collection of information (generated from website crawling, manual uploads, or other sources) that the AI Assistant uses to answer Caller questions.
• "Service" means the VAissistant platform, including all features, tools, APIs, dashboard, and related services provided by Ragencia.

3. Eligibility

To use the Service, you must be at least 18 years of age and have the legal capacity to enter into a binding contract. If you are using the Service on behalf of a company, organisation, or other entity, you represent and warrant that:

• You have the authority to bind that entity to these Terms.
• You agree to these Terms on behalf of that entity.
• References to "you" and "your" in these Terms refer to both you individually and the entity you represent.

4. Account Registration and Security

4.1 Account Creation

To access the Service, you must register for an account by providing accurate, current, and complete information. You agree to update your information promptly if it changes.

4.2 Account Security

You are responsible for safeguarding your account credentials (email, password, API keys, etc.) and for all activities that occur under your account, whether or not you have authorised them. You agree to:

• Maintain the confidentiality of your login credentials.
• Notify us immediately at support@vaissistant.com of any unauthorised use of your account or any other security breach.
• Not share your account credentials with any third party.

We shall not be liable for any loss or damage arising from your failure to comply with these security obligations.

4.3 Account Termination by You

You may close your account at any time by contacting us at support@vaissistant.com. Upon account closure, your right to use the Service ceases immediately. Unused Credits are non-refundable upon voluntary account closure unless required by applicable law.

5. Credits, Pricing, and Payment

5.1 Credit-Based Pricing

The Service operates on a credit-based pricing model. Credits are used to pay for phone calls, phone number rental, knowledge base generation, and other billable features. Current pricing and credit packages are displayed on our website and may be updated from time to time.

5.2 Purchasing Credits

Credits may be purchased through the Service using the payment methods we accept. All purchases are processed securely through our third-party payment processor. By purchasing Credits, you authorise us to charge the specified amount to your designated payment method.

5.3 Credit Expiration

Purchased Credits do not expire and remain available in your account until used, unless your account is terminated.

5.4 Refund Policy

All Credit purchases are generally non-refundable. However, refunds may be granted at our sole discretion in exceptional circumstances (e.g., technical errors, duplicate charges). To request a refund, contact us at support@vaissistant.com within 14 days of the transaction.

For EU consumers, you acknowledge that by purchasing Credits and using them immediately, you may waive your right of withdrawal under the EU Consumer Rights Directive (Directive 2011/83/EU) to the extent permitted by law.

5.5 Taxes

All prices are exclusive of applicable taxes (including VAT) unless stated otherwise. You are responsible for paying all taxes associated with your use of the Service. We will charge VAT where required by law.

5.6 Price Changes

We reserve the right to modify our pricing at any time. We will provide at least 30 days' notice of any material price changes by email or through the Service. Continued use of the Service after the price change takes effect constitutes your acceptance of the new pricing. Already-purchased Credits are not affected by price changes.

6. Use of the Service

6.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Service for your lawful internal business purposes.

6.2 Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations. You shall not:

• Use the Service in violation of any applicable local, national, or international law or regulation.
• Use the Service to make or facilitate unsolicited robocalls, spam calls, or any form of telemarketing that violates applicable telecommunications regulations.
• Use the Service to harass, abuse, threaten, defame, or deceive any individual.
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity.
• Use the Service to collect, store, or process personal data in violation of applicable data protection laws.
• Configure the AI Assistant to provide false, misleading, or harmful information.
• Use the Service to engage in any activity that constitutes fraud, money laundering, or any other criminal activity.
• Attempt to gain unauthorised access to the Service, other accounts, computer systems, or networks connected to the Service.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Resell, sublicence, or redistribute the Service without our prior written consent.
• Interfere with or disrupt the integrity or performance of the Service.
• Upload or transmit any viruses, malware, or other harmful code.
• Use the Service in any manner that could overload, damage, disable, or impair our servers or networks.

6.3 Call Recording Compliance

By default, the AI Assistant informs Callers at the beginning of each call that the conversation is being recorded. You may modify or disable this notification through your account settings. If you choose to disable this notification:

• You assume full responsibility for ensuring compliance with all applicable laws and regulations regarding call recording, consent, and notification in your jurisdiction and the jurisdiction of the Caller.
• You acknowledge that many jurisdictions require one-party or all-party consent for call recording, and failure to comply may result in civil and criminal liability.
• You agree to indemnify and hold Ragencia harmless from any claims, damages, or penalties arising from your failure to comply with applicable call recording laws.

6.4 Telecommunications Compliance

You are responsible for ensuring that your use of the Service complies with all applicable telecommunications laws and regulations in your jurisdiction, including but not limited to regulations regarding automated calling systems, caller ID, and do-not-call lists.

7. Customer Data and Content

7.1 Ownership of Customer Data

You retain all right, title, and interest in and to your Customer Data. Nothing in these Terms transfers ownership of your Customer Data to Ragencia.

7.2 License to Customer Data

By submitting Customer Data to the Service, you grant Ragencia a worldwide, non-exclusive, royalty-free licence to use, process, store, reproduce, and display your Customer Data solely for the purpose of providing, maintaining, and improving the Service. This licence terminates when you delete the applicable Customer Data or close your account (subject to any legal retention obligations).

7.3 Customer Responsibilities for Data

You represent and warrant that:

• You have the right to submit all Customer Data to the Service.
• Your Customer Data does not infringe the intellectual property or privacy rights of any third party.
• You have obtained all necessary consents and authorisations for the processing of personal data through the Service, including Caller data.
• Your use of the Service, including the content of your Knowledge Base and the behaviour of your AI Assistant, complies with all applicable laws.

7.4 Data Portability

You may export your Customer Data (including call recordings, transcripts, and contact lists) at any time through the dashboard or by contacting us. We will provide your data in a commonly used, machine-readable format within a reasonable timeframe.

7.5 Data Deletion

You may delete individual recordings, transcripts, contacts, and other Customer Data through the dashboard. Upon account termination, we will delete your Customer Data within 90 days, except where retention is required by law.

8. Intellectual Property

8.1 Our Intellectual Property

The Service, including all software, algorithms, AI models, user interface designs, text, graphics, logos, trademarks, and other materials ("Ragencia IP"), is and remains the exclusive property of Ragencia and its licensors. The Service is protected by copyright, trademark, patent, and other intellectual property laws of France and international treaties. No rights are granted to you other than the limited licence expressly stated in these Terms.

8.2 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us an irrevocable, worldwide, royalty-free, sublicensable licence to use, modify, and incorporate such Feedback into the Service without any obligation to you.

8.3 Restrictions

You shall not:

• Copy, modify, or create derivative works based on the Service or Ragencia IP.
• Remove or alter any proprietary notices, labels, or marks on the Service.
• Use our trademarks, trade names, or brand elements without prior written consent.

9. Service Availability and Modifications

9.1 Availability

We strive to provide a reliable Service but do not guarantee uninterrupted or error-free operation. The Service may be subject to planned maintenance, unplanned outages, or disruptions caused by factors beyond our control (including telecommunications network failures, third-party service outages, or force majeure events).

9.2 Modifications

We reserve the right to modify, update, or discontinue any feature or aspect of the Service at any time. We will use reasonable efforts to provide advance notice of material changes. Your continued use of the Service after modifications constitutes your acceptance of those modifications.

9.3 AI Performance

The AI Assistant relies on artificial intelligence technology that, while advanced, is not infallible. You acknowledge and accept that:

• The AI Assistant may occasionally misunderstand a Caller, provide inaccurate responses, or fail to handle a call as expected.
• AI-generated transcripts, summaries, and knowledge base content may contain errors.
• The quality and accuracy of the AI Assistant depend in part on the quality of the Knowledge Base and configuration you provide.
• We continuously work to improve AI accuracy but cannot guarantee perfect performance.

10. Third-Party Services

The Service integrates with and relies on third-party services (including telecommunications providers, AI model providers, and cloud infrastructure providers). While we carefully select our partners, we are not responsible for the availability, accuracy, or performance of third-party services. Your use of the Service is also subject to the terms and policies of these third-party providers to the extent applicable.

The Service may contain links to third-party websites or services not owned or controlled by Ragencia. We assume no responsibility for the content, privacy policies, or practices of third-party websites.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, RAGENCIA DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE AI ASSISTANT WILL ALWAYS RESPOND ACCURATELY OR APPROPRIATELY; (C) ANY ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED; (D) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; OR (E) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

Nothing in these Terms excludes or limits warranties that cannot be lawfully excluded or limited under applicable French or EU law, including consumer protection laws.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RAGENCIA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• Loss of profits, revenue, data, or business opportunities.
• Loss of goodwill or reputation.
• Cost of procurement of substitute services.
• Damages arising from missed, mishandled, or inaccurately handled calls.
• Damages arising from AI Assistant errors, inaccuracies, or failures.
• Any unauthorised access to or alteration of your data.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO RAGENCIA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The limitations set forth in this section apply regardless of the legal theory upon which the claim is based, whether in contract, tort (including negligence), strict liability, or otherwise, and even if Ragencia has been advised of the possibility of such damages.

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Ragencia, its affiliates, and their respective directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service or any activity under your account.
• Your violation of these Terms or any applicable law or regulation.
• Your violation of any third party's rights, including intellectual property, privacy, or telecommunications rights.
• Your Customer Data, including any claims that it infringes upon the rights of others.
• Your failure to comply with applicable call recording, consent, or telecommunications laws.
• The content, configuration, or behaviour of your AI Assistant.

14. Suspension and Termination

14.1 Suspension

We may suspend your access to the Service, in whole or in part, at any time and without prior notice if:

• We reasonably believe you have violated these Terms.
• Your use of the Service poses a security risk to us or others.
• Your account has insufficient Credits for ongoing services (e.g., phone number rental).
• We are required to do so by law or a governmental authority.

14.2 Termination by Ragencia

We may terminate your account and these Terms at any time by providing you with 30 days' written notice (via email). We may terminate immediately without notice if you materially breach these Terms and fail to cure the breach within 15 days of written notice.

14.3 Effects of Termination

Upon termination:

• Your right to access and use the Service ceases immediately.
• All active phone numbers and AI Assistants are deactivated.
• You will have 30 days to export your Customer Data before it is deleted (except where retention is required by law).
• Unused Credits are forfeited, unless termination is by Ragencia without cause, in which case a pro-rata refund may be provided at our discretion.
• Sections of these Terms that by their nature should survive termination will continue to apply (including Sections 7, 8, 11, 12, 13, 15, and 16).

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

15.2 Jurisdiction

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of Nice, France, except where mandatory consumer protection laws grant jurisdiction to the courts of the consumer's place of domicile.

15.3 Amicable Resolution

Before initiating any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days. Notices of dispute should be sent to support@vaissistant.com.

15.4 EU Online Dispute Resolution

If you are a consumer in the EU, you may also use the European Commission's Online Dispute Resolution (ODR) platform, available at https://ec.europa.eu/consumers/odr.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any other policies or agreements referenced herein, constitute the entire agreement between you and Ragencia regarding the Service, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

16.3 Waiver

No failure or delay by Ragencia in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy, nor shall any single or partial exercise preclude any further exercise or the exercise of any other right or remedy.

16.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. Ragencia may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

16.5 Force Majeure

Ragencia shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, epidemics, government actions, telecommunications or internet failures, or third-party service outages.

16.6 Notices

All notices from Ragencia to you will be sent to the email address associated with your account or displayed within the Service. Notices to Ragencia should be sent to support@vaissistant.com.

16.7 Language

These Terms are drafted in English. In the event of any conflict between the English version and a translated version, the English version shall prevail.

17. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page.
• Provide at least 30 days' notice before the changes take effect, via email or through the Service.
• Where required by law, obtain your consent to the changes.

Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service and close your account.

18. Contact Us

If you have any questions about these Terms of Service, please contact us at:

Ragencia SAS (operating VAissistant)
18 Rue Masséna
06000 Nice, France
Email: support@vaissistant.com