Terms of service

"Account". A natural person's personal access to klair's services, created at their first sign-in, with a Google account, a Microsoft account or a code received by email. A single Account opens the Portal, Agora and the Applications.

"Organisation". The space that represents the Client on the Platform. Subscriptions, seats, credits, data and payments belong to the Organisation, never to an individual. Its members hold one of the following roles in it: owner, administrator or member.

"Platform". All the online services that klair makes available to Organisations: the Portal, Agora, the Applications, the Credits wallet, the Connectors and the Hermès intake assistant.

"Agora". The Platform application in which software agents, built on artificial-intelligence models, work for the Organisation on its data, its missions and its automations.

"Application". Ready-to-use software, published by klair and offered in the Platform's catalogue (for example Agora). Software built for the Client and hosted by klair appears in its Organisation as a private application, governed by its Engagement and by section 15.

"Seat". The right of a designated person, a member of the Organisation, to use Agora or an Application. A Seat is free (the Application's free tier) or paid.

"Credits". The unit, worth €0.001 excluding VAT, that pays for the use of artificial intelligence on the Platform, governed by section 20.

"Subscription". The contract for successive performance, monthly or annual, by which the Organisation takes out paid Seats (the "klair Subscription") or the hosting of its projects (the "Hosting Subscription").

"Connector". The link, authorised by a user, between the Platform and a third-party service (for example Gmail, Google Drive, Outlook, OneDrive, SharePoint, HubSpot or Slack), governed by section 21.

"Client Content". All data, files, messages, instructions and content that the Client, its users or its Connectors supply to the Platform or to the Provider, together with the outputs produced for the Organisation from them (the "Outputs").

"Engagement". Any custom-software design, development or operation work entrusted by the Client to the Provider, as defined by a signed Specification.

"Specification" ("Cahier des Charges" or "CDC"). The document, co-drafted with the Client, describing the functional and technical requirements of the Engagement. It is the sole benchmark of conformity for the work.

"signed Specification" (the "Contract"). The Specification finalised and signed by the Client, together with the Specific Terms and the successive Change Orders. The signed Specification is the contract that binds the parties for the Engagement concerned.

"Specific Terms". The stipulations proper to each Engagement (identity of the parties, scope description, price, milestone schedule, dates, designated contacts), completing these Terms and the Specification.

"Change Order" (avenant). Any request to change the scope, price or milestones of an Engagement, set out and priced in writing and then accepted by the Client.

"Milestone". A delivery stage of the Engagement to which a payment (acompte, a down-payment) is attached under the milestone schedule in the Specific Terms.

"Deliverable". Any code, development, documentation, plan or other item produced by the Provider under an Engagement and delivered to the Client.

"Acceptance" (réception). The Client's acceptance, express or tacit, of a Deliverable, under the conditions of section 08.

"Managed Services". The optional services, governed by section 15, by which the Provider hosts and operates software it has built: "Hosting", which covers the platform on which the software runs, and "Operations", which covers the software itself. For Contracts signed before version 4.2 of these Terms came into force, they also include the "Managed Tier", the earlier service for the operation, hosting and maintenance of software, maintained by section 15.

"Reversibility". The set of operations for returning data and, where applicable, transferring code, enabling the Client or a third party to resume operation of the software, governed by section 16.

"Portal". The Provider's web application through which the Client manages its Organisation, follows its projects, communicates with the Provider, approves milestones and makes payments.

"Client Data". All data, content and information supplied by the Client or processed on its behalf in connection with an Engagement or with the Platform, Client Content included.

These Terms govern two families of services, which may be taken out by the same Organisation:

• the Platform: the Account and the Organisation, which are free; Agora and the Applications, used per Seat; the Credits; the Connectors. The Provider makes the Platform available as a hosted service (software as a service), under an obligation of means. It may change the Platform and add or withdraw functions, but may not remove without notice an essential function of an ongoing paid service (section 24);
• the Engagements: the design and development of the software described in the signed Specification and then, at the Client's option, its Managed Services (section 15).

In performing an Engagement the Provider owes an obligation of means (obligation de moyens): it applies the skill, diligence and know-how reasonably to be expected of a professional in its field.

The signed Specification is the sole benchmark for the conformity of Deliverables. The conformity of a Deliverable is assessed exclusively against the requirements expressly stated in it, to the exclusion of any need, use or purpose not expressed in the Specification. It is for the Client to satisfy itself that the scope described meets its needs.

Software development being by nature an iterative and exploratory process, the Provider warrants neither any specific result beyond conformity with the signed Specification, nor the software's fitness for any unspecified use.

Platform. These Terms are accepted by any person who creates an Account or signs in, for themselves and for the Organisation they create or join. Each subscription (Agora trial, paid Seat, Credits top-up, Hosting Subscription) is formed when it is confirmed in the Portal or in an Application, at the prices and on the conditions displayed at that time.

Engagements. The contract is formed, for each Engagement, by the Client's signature of the Specification, which entails acceptance of these Terms and of the applicable Specific Terms. The Specification is co-drafted with the Client during the specification phase; its scope is negotiated project by project.

In the event of conflict between the contractual documents, the descending order of precedence is as follows:

1. the signed Specification and the successive Change Orders, which prevail on any question of scope, price and milestones;
2. the Specific Terms, or the negotiated contract of an Organisation "on contract";
3. these Terms, which prevail on any legal question;
4. the Pricing page of the klair-ai.fr website and the prices displayed at subscription, on any question of Platform pricing;
5. any product, commercial or technical documentation.

Commercial materials, unsigned quotes, preparatory exchanges and marketing documents have no contractual value.

These Terms, the Platform and all Engagements are reserved to professionals. The Client declares that it acts exclusively for purposes falling within its commercial, industrial, craft, professional or agricultural activity, and the person who creates an Organisation, takes out a service or signs a Specification declares that they have authority to bind the legal entity they represent.

The services are not directed at consumers, and the Client acknowledges that the provisions of the French Consumer Code, including any right of withdrawal, do not apply. The Client acknowledges in particular that the subject matter of each Engagement and of each subscription falls within the field of its main activity; consequently, article L.221-3 of the French Consumer Code, which extends certain protections to professionals employing no more than five persons, does not apply.

Price. The prices of the Platform and of Hosting are those published on the Pricing page of the klair-ai.fr website and displayed at subscription. The prices of Engagements are set on a fixed-price basis and detailed, per milestone, in the Specific Terms. All prices are exclusive of tax; value added tax and any other applicable tax are added at the rate in force on the invoice date.

Down-payments and milestone unlocking. The price of an Engagement is payable in successive milestones. Each milestone payment is a firm and definitive down-payment (acompte) within the meaning of article 1590 of the French Civil Code; it is in no case a deposit-with-forfeiture (arrhes). Payment of a milestone conditions the start of work on the next milestone: the Provider is not required to begin a milestone until the preceding milestone has been paid.

Payment term. Each milestone is payable on demand, as soon as the payment request is presented on the Portal, and in any event within a maximum of sixty (60) days from that request, unless a shorter term is stated in the Specific Terms.

Subscriptions. The klair Subscription (paid Seats for Agora and the Applications) is monthly or annual; the Hosting Subscription is monthly. They are billed in advance: the price of each period falls due on its first day and is charged on that date to the payment method the Client has registered, which the Client authorises for this purpose. Any addition during a period (in particular of a Seat) is billed pro rata and charged immediately; a removal takes effect at the next period. Credits top-ups, quotes and milestones are paid per transaction, outside any Subscription.

Payment methods. Payments are made by bank card (including the digital wallets offered at payment) or by SEPA Direct Debit, under a SEPA Direct Debit mandate that the Client signs electronically when registering its bank account and that authorises the Provider, through its payment service provider, to collect the amounts due. The Client agrees that the pre-notification period for each debit is reduced to one (1) calendar day and that such pre-notification may be given by any written means, including email or the Portal. A one-off payment, such as a milestone, may also be settled by bank transfer to the dedicated account details shown at payment; it is deemed made only once the full amount has been received. Payments are handled by a licensed payment service provider; no card data or full bank details pass through the Provider's servers. Only an owner of the Organisation may pay or subscribe on its behalf.

Invoices and credit notes. Each payment gives rise to a single invoice, issued in the Provider's name through the Pennylane invoicing solution and stating the amount paid. Any refund, full or partial, gives rise to a credit note that references the original invoice. The Client accepts that its invoices and credit notes are sent electronically: they are emailed to it and remain available for viewing and download in its Organisation's "Billing" area of the Portal. The Client provides and keeps up to date, in that same area, its legal name, its billing address and, where applicable, its intra-EU VAT number, which appear on the invoices.

Late payment. In accordance with article L.441-10 of the French Commercial Code, any late payment gives rise, automatically, without any reminder being necessary and from the day following the due date, to:

• late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, that rate never being lower than three times the statutory interest rate;
• a fixed indemnity for recovery costs of forty (40) euro, without prejudice to additional compensation on supporting evidence where the costs incurred exceed that amount.

No settlement discount is granted for early payment. Commercial rebates may, however, be granted in the Specific Terms, for example for the bundled payment of several milestones at the order.

Suspension for non-payment. If a milestone is not paid when due, the Provider may, after a formal notice left without effect for eight (8) days, suspend performance of the Engagement and access to the Deliverables and environments concerned automatically, without such suspension giving rise to any indemnity in the Client's favour or releasing the Client from its payment obligations. Non-payment of a klair Subscription is governed by section 23. Non-payment of the Hosting Subscription does not take hosted projects offline without the formal notice provided for in this paragraph.

Sums paid in respect of a milestone are acquired by the Provider as a firm and definitive down-payment. They give rise to no refund, including in the event of partial performance.

Where the Client decides to reduce scope after a milestone has been paid, the sums corresponding to work not yet commenced give rise, not to a refund, but to the issue of a credit note of an equivalent amount. That credit note may be freely used by the Client on any later milestone of the same Engagement or on another Engagement with the Provider, and remains valid for twelve (12) months from its issue.

This mechanism is agreed as the balanced counterpart of the capacity commitment made by the Provider; the credit note is a value genuinely usable by the Client.

Sums paid in respect of a Subscription or of a Credits top-up are not refundable: termination of a Subscription takes effect at the end of the paid period, and unused Credits have no monetary value and give rise to no refund, save in the event of a breach by the Provider or a mandatory statutory provision.

Any Client request to change the scope defined in the signed Specification is handled as a change request.

The signed Specification is the sole arbiter of what falls within the Engagement and what exceeds its scope:

• a request to correct a discrepancy between a Deliverable and the signed Specification is a matter of non-conformity and is handled free of charge, under the warranty (section 10);
• a request concerning a feature or requirement not provided for in the signed Specification is an out-of-scope change, giving rise to a priced, chargeable Change Order.

Each Change Order is the subject of a separate quote describing the scope, price and impact on milestones. Change Order quotes are valid for thirty (30) days and are carried out in the order in which they are accepted (serialised handling), only one Change Order being capable of being under pricing and signature at a time. An accepted Change Order is incorporated into the signed Specification and follows its regime.

Making available. The Provider makes the Deliverables available to the Client at the agreed milestones, for verification.

Client verification. The Client has ten (10) business days from the making available to carry out the checks and tests enabling it to verify the conformity of the Deliverable with the signed Specification, and to notify in writing, where applicable, the precisely identified non-conformities.

Tacit acceptance. Failing a written and reasoned reservation within that period of ten (10) business days, the Deliverable is deemed accepted without reservation, automatically and without any prior formal notice being necessary. Putting the Deliverable into production or actually operating it constitutes, in any event, acceptance without reservation.

Anomalies. Only non-conformities with the signed Specification of such a nature as to prevent conforming use may bar acceptance; minor anomalies do not bar it and are handled under the warranty.

Effects of acceptance. Acceptance: (i) renders the corresponding milestone payment due; (ii) starts the ninety (90)-day conformity warranty under section 10; (iii) transfers to the Client the risks relating to the Deliverable; and (iv) opens the Client's choice between resuming the software on its own and subscribing to the Managed Services (section 15).

Retention of intellectual-property title. By way of derogation from any immediate transfer, the Provider retains full ownership of the economic rights in the bespoke developments produced under the Engagement until full and effective payment of the price of the Engagement and of all related Change Orders. This retention of title is stipulated in accordance with article 2367 of the French Civil Code.

Licence during development. During the development phase and until full payment, the Client holds in the Deliverables a limited, personal, non-exclusive and non-transferable right of use, revocable as of right in the event of non-payment or termination of the Engagement, solely for the purposes of verification and provisional internal operation of the Engagement.

Assignment on full payment. Subject to the condition precedent of full and effective payment of the price of the Engagement and of all Change Orders, the Provider assigns to the Client, on an exclusive basis, the economic rights in the developments produced specifically for it. In accordance with article L.131-3 of the French Intellectual Property Code, this assignment covers the rights of reproduction, representation, adaptation, modification, translation and distribution of the bespoke Deliverables, including their source code and documentation, for all modes of exploitation, worldwide and for the legal term of protection of the rights.

Pre-existing and reusable elements. The Provider retains full ownership of its know-how, methods, tools, frameworks, libraries, generic components and other pre-existing or reusable elements, including where they are embedded in a Deliverable. For those embedded elements only, the Provider grants the Client, on full payment, a non-exclusive, worldwide, perpetual and irrevocable licence, transferable only together with the Deliverable from which it is inseparable, to the exclusion of any standalone use, separate reuse or independent making-available of the klair elements. Embedded third-party and open-source components remain governed by their own licences.

Platform. The Portal, the Platform, Agora, the Applications, the klair-ai.fr and klair.dev websites and all of the Provider's tools remain its exclusive property and are not transferred in any way. The Provider grants the Organisation, for the duration of its subscriptions, a personal, non-exclusive and non-transferable right of use, limited to the Seats and uses subscribed. The Client shall not copy, decompile, resell or make available to third parties the Platform, or use it to design a competing service.

Client Content. The Client retains all its rights in the Client Content. It grants the Provider, for only as long as necessary, the right to host, reproduce and process it for the sole purpose of providing the services subscribed, in accordance with section 14. To the extent that rights may arise in the Outputs produced for the Organisation, they belong to the Client. The Provider may freely use the improvement suggestions the Client sends it, without consideration.

Moral rights. The Provider handles the moral rights of its contributors; in accordance with article L.121-7 of the French Intellectual Property Code, those contributors may not oppose the modification or adaptation of the Deliverables by the Client.

No stipulation of these Terms entails a global and indeterminate assignment of rights: the assignment is strictly confined to the rights and developments enumerated above.

Conformity warranty. The Provider warrants the conformity of the Deliverables with the signed Specification for a period of ninety (90) days from their acceptance. During that period, any non-conformity with the signed Specification, notified in writing and reproducible, is corrected free of charge, within a reasonable time, by way of correction or workaround.

Exclusions. The warranty does not cover: (i) anomalies resulting from a modification of the Deliverable not made or not approved by the Provider; (ii) non-conforming use, negligence or mishandling by the Client or its staff; (iii) the intervention of a third party or of a third-party component not supplied by the Provider; (iv) a change in the runtime environment, dependencies or data outside the Provider's control; and (v) any need or use not expressed in the signed Specification.

Latent defects. This warranty organises, as between professionals, the conditions of exercise of the statutory warranty against latent defects (articles 1641 et seq. of the French Civil Code). Any action on that basis must, on pain of foreclosure, be brought within six (6) months of discovery of the defect, and in any event within the statutory time limits. This clause does not bar the Provider's liability in the event of wilful misconduct (dol).

Operations and Managed Tier. For as long as the Client subscribes to Operations or to the Managed Tier (section 15), the continuous correction of anomalies provided under it replaces the ninety (90)-day warranty; the warranty resumes, for the remaining period, from their termination.

Platform. The Platform is provided in the state it is in at the time of use, under an obligation of means. The Provider does not warrant that it will operate without interruption or error, nor that it will meet any particular need of the Client. Outputs produced by artificial intelligence are governed by section 22.

Nature of obligations. The Provider owes an obligation of means in performing its services.

Liability cap. The Provider's total aggregate liability under an Engagement, on all grounds combined, is limited to the amount of the sums actually collected by the Provider under the Engagement concerned. For the Managed Services and the Platform, that cap is limited to the sums actually collected in respect of the service concerned during the twelve (12) months preceding the event giving rise to the loss, without being less than one hundred (100) euro.

Excluded losses. The Provider is in no case liable for indirect or intangible loss, including any loss of profit, loss of revenue, loss of business, loss of data, loss of custom or damage to image. It is not liable for the operation, terms or acts of the third-party services to which the Client connects the Platform (section 21), nor for decisions taken by the Client on the basis of Outputs (section 22).

Mandatory reservations. The foregoing limitations and exclusions do not apply in the event of wilful misconduct (dol), gross negligence (faute lourde), or personal injury, for which the Provider's liability applies under the general law.

Economics of the contract. The parties expressly acknowledge that the fixed price of each Engagement, the milestone schedule and the prices of the Platform were determined in consideration of the allocation of risks organised by this section. The liability cap is a determining condition without which the Provider would not have contracted on the agreed financial terms; it reflects an economic balance intended by the parties and does not deprive the Provider's essential obligation of its substance.

Time bar. Any liability action must, on pain of foreclosure, be brought within twelve (12) months of the occurrence of the triggering event.

Performance of an Engagement requires the Client's active and loyal cooperation, which is an essential condition of the proper performance of the services. To that end, the Client undertakes in particular to:

• provide in good time all information, specifications, access, content and materials necessary to perform the Engagement, and to warrant their accuracy;
• designate a single contact with decision-making and approval authority;
• carry out verifications, approvals and acceptances within the agreed time limits;
• take the decisions incumbent on it without undue delay.

The Provider performs its duty to advise by alerting the Client, in writing and through the Portal, to risks, reservations or choices calling for a decision. The Client may not seek to hold the Provider liable for consequences resulting from erroneous or late information, from a failure to cooperate, or from a decision taken despite a documented warning. Performance times are extended in proportion to any breach by the Client of its cooperation obligations.

Each party undertakes to keep confidential the other's non-public information of which it becomes aware in connection with an Engagement or with the use of the Platform, Client Content included, to use it only for the purposes of performing the contract, and to protect it with at least the same degree of care it applies to its own confidential information, and in no event less than reasonable care. This undertaking applies for the duration of the relationship and for two (2) years after its end.

Information is not confidential where it is or becomes public without breach, was already lawfully known to the recipient, is independently developed, or is lawfully received from a third party not bound by secrecy. Each party may disclose confidential information strictly to the extent required by law or a court decision, giving prior notice to the other party where lawful.

Save with the Client's express consent, the Provider makes no commercial use of any named reference to the Client.

Each party complies with the applicable legislation on the protection of personal data, in particular Regulation (EU) 2016/679 (GDPR) and French Act No. 78-17 of 6 January 1978 as amended.

The Provider as controller. For the processing the Provider carries out on its own behalf, in particular the management of Accounts, of the client relationship and of billing, the Hermès intake assistant and the operation of the website and the Portal, the information required by articles 13 and 14 of the GDPR is set out in the privacy policy.

The Provider as processor. Where it processes personal data on the Client's behalf — the Client Content in Agora, the Applications and the Connectors, the data of hosted or operated software, and the data contained in the code and content of an Engagement — the Provider acts as processor within the meaning of article 28 of the GDPR, the Client being the controller. This section constitutes the data-processing agreement; a separate agreement, where signed, prevails. In that capacity, the Provider:

• processes the data only on the Client's documented instructions, constituted by these Terms, the configuration of its Organisation and the actions of its users, for the sole purpose of providing the services subscribed, and informs the Client if an instruction appears to it to infringe the regulations;
• ensures that the persons authorised to process the data are bound by an obligation of confidentiality; access by its staff to an Organisation is limited, justified, time-bound and recorded in the Organisation's activity log;
• implements the security measures described in the privacy policy, in particular a separate database per Organisation, encryption in transit and encryption of the Connectors' access tokens;
• uses the sub-processors listed in the privacy policy, which the Client authorises generally; it informs the Client of any addition or replacement at least thirty (30) days in advance by updating that list and by email to the owners, the Client being able to object on legitimate grounds and, failing agreement, to terminate the service concerned without penalty; it imposes on each of them obligations equivalent to those of this section;
• frames any transfer outside the European Union by an adequacy decision or by the European Commission's standard contractual clauses;
• assists the Client, insofar as possible, in responding to requests to exercise data subjects' rights, in ensuring the security of the processing and in carrying out its impact assessments;
• notifies the Client of any personal data breach without undue delay and at the latest forty-eight (48) hours after becoming aware of it;
• at the end of the services, deletes the data or returns it to the Client, at the Client's choice, under the conditions of sections 16 and 23, backup copies expiring within their own period;
• makes available to the Client the information necessary to demonstrate compliance with this section and allows audits, at the Client's expense, on thirty (30) days' notice, no more than once a year and without access to other clients' data.

The Client warrants that it has a legal basis for the processing it entrusts to the Provider, in particular for connecting mailboxes, files and tools containing third parties' data, and that it has informed the data subjects, in particular its employees.

Any data-protection question may be addressed to privacy@klair.dev.

Purpose. The Provider offers, as an option and by subscription, two Managed Services for software it has built: Hosting, which covers the platform on which the software runs, and Operations, which covers the software itself. Operations may be taken out only in addition to the Hosting of the same project. The Managed Services are offered only for software produced by the Provider; taking over software built by a third party is at the Provider's discretion and may be subject to a prior audit. The size, Operations and any custom lines chosen for a project are set in the Specific Terms and confirmed by the Client when the project goes into production. A hosted project appears in the Client's Organisation as a private application, open to its members; an owner may restrict access to it.

Hosting — sizes. Hosting is offered in three sizes, each comprising environments, reserved resources in each environment, a consumption ceiling per container, database storage and file storage, as detailed on the Pricing page of the klair-ai.fr website:

Hosting — custom. A size may be supplemented, on quotation, by lines from the published grid, each at the following monthly price excluding VAT: reserved CPU, €9 per 0.1 vCPU in an environment; reserved memory, €3 per 256 MiB in an environment; database, €0.75 per GB; files, €1.50 per 10 GB.

Hosting — included services. Hosting comprises: deployment of the software's releases; TLS certificates; user sign-in through the klair Account and the authentication gateway protecting non-public services; security patches to the platform; backups kept for thirty (30) days; restoration of a backup at the Client's request. It does not include monitoring of the software, correction of its anomalies, updates of its dependencies or changes to it, which fall under Operations or a Change Order.

Hosting — outgrowing a size. Where use of the software durably exceeds the size subscribed, the Provider notifies the Client in writing and proposes the next size up or the grid lines required. Failing the Client's agreement within fifteen (15) days of that notice, the Provider may apply the proposed size change, billed pro rata on the terms of section 05 (Subscriptions); a Client who refuses it may terminate Hosting on the terms below. In the meantime, the software's consumption may be held within the limits of the size subscribed.

Operations — included services. Operations comprises, for a project hosted by the Provider: (i) continuous monitoring of the software; (ii) triage of incidents; (iii) correction of anomalies at no additional charge; (iv) security and dependency updates; and (v) an allowance of two (2) small changes per month, assessed by the Provider, non-carryover from one month to the next and capped in effort. Any change exceeding that allowance or that cap falls under change control (section 07) and gives rise to a Change Order.

Operations — production changes. The Provider may prepare changes using automated tools, including software agents. Every change to the production environment is approved, before it goes into production, by a member of the Provider's staff. The Client may ask to approve changes to its production itself; no change then goes into production without its approval.

Nature of the commitment. The Provider performs the Managed Services under an obligation of means, during business hours. The Managed Services carry no service-level commitment (SLA), no guaranteed availability rate, and no guaranteed time to respond or to restore service.

Price. The monthly price of Hosting is that of the size and grid lines chosen for the project. The monthly price of Operations is, per project, equal to the higher of the following two amounts: a floor of one hundred and fifty (150) euro excluding VAT, or one per cent (1%) of the total price of the Engagement excluding VAT, rounded up to the next ten euro. The Managed Services are billed from the start of production, monthly in advance, on the terms of section 05 (Subscriptions). A change to the published prices applies only to lines taken out after it.

Term and termination. Hosting and Operations are concluded for an indefinite term, by tacit monthly renewal. Either party may terminate either of them on one (1) month's notice, without prejudice to a longer reasonable notice where the length and importance of the relationship so warrant. The Provider may terminate them without notice in the event of serious breach, non-payment or force majeure. The end of a project's Hosting entails the end of its Operations. The end of Hosting opens the reversibility provided for in section 16.

Earlier contracts — Managed Tier. Contracts signed before version 4.2 of these Terms came into force keep the Managed Tier, governed by section 15 of version 4.1 of the Terms, effective 2026-10-07, as then written, including its price. A move to Hosting and Operations may be offered to the Client; it takes place only with the Client's written agreement. Version 4.1 of the Terms is provided on request.

At the end of an Engagement, of Hosting or of the Managed Tier, for whatever reason, the Provider carries out the following reversibility operations, which differ according to their subject matter.

Return of Client Data. Client Data is returned in an open, structured and usable format, free of charge or at the actual cost incurred, within a reasonable time not exceeding thirty (30) days. This return is never conditioned on payment of sums due and may not be subject to any retention, in accordance in particular with Regulation (EU) 2023/2854. The Provider exercises no lien over the Client Data or the related access credentials.

Transfer of code. The transfer of ownership and the handover of the source code of the bespoke developments take place under the conditions of section 09: they vest in the Client on full and effective payment of the Engagement and of all Change Orders, by virtue of the retention of title. The Provider does not condition access to Client Data on that payment, but the ownership and handover of the code remain subject to it.

Reversibility assistance. The Provider provides reasonable transfer assistance (architecture documentation, deployment guide, inventory of third-party resources), within an included allowance specified in the Specific Terms. Beyond that allowance, assistance is billed at the day rate in force. This assistance is owed including where termination is due to the Client's fault. The handover of this reversibility pack is the agreed counterpart of these stipulations.

Platform. Throughout the life of its Organisation, including while paused or read-only, the Client may export the Client Content from the Platform. Retention periods after the end of a service are set in section 23.

Neither party may be held liable for a failure or delay in performing its obligations, other than payment obligations, resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code and of the case law of the French courts. The affected party informs the other without delay, makes reasonable efforts to limit its effects and resumes performance as soon as possible. If the impediment continues beyond sixty (60) days, either party may terminate the Engagement or the service concerned by written notice, without indemnity.

Account. Each user has a personal Account, which they do not share. They are responsible for the security of their sign-in means and inform the Provider without delay of any unauthorised use at security@klair.dev.

Organisation and roles. The person who creates an Organisation becomes its owner. The owner can do everything, including subscribing, paying and deleting the Organisation; the administrator manages the team and access to the Applications, without payments; the member uses the Applications in which they hold a Seat. A person joins an Organisation by invitation or, where the Organisation has verified ownership of its domain name, by a request approved by an owner or, if the Organisation has so chosen, directly. The Client is responsible for the persons it admits to its Organisation, for the rights it gives them and for the acts performed from their Accounts.

Support access. To assist the Client, at its request or for the security and proper operation of the service, an authorised member of the Provider's staff may enter an Organisation for a limited time and for a written reason. Each entry, its reason and each change made during it are recorded in the Organisation's activity log, which its owners can consult.

Seats. Agora and each Application are used per Seat, assigned by an owner or an administrator to a person who is a member of the Organisation. A Seat may not be shared between several persons; it may be reassigned. Members who only use the Portal or only follow projects require no Seat.

Applications' free tier. Each Application offers a free tier, comprising all its functions and a quantity of artificial-intelligence actions per month and per Organisation, stated on its page. The free tier does not draw on the Credits wallet. An Application's paid Seats add to the wallet each month the number of Credits stated on its page.

Agora trial. An Organisation that has never had Agora may try it once, free of charge, for thirty (30) days, without a payment method, with at most five (5) Seats and ten thousand (10,000) Credits for the whole duration of the trial. The trial is reserved to Organisations opened with a business email address and limited to one trial per company domain name. The Provider warns the owners seven (7) days and one (1) day before the end of the trial. At the end of the trial, if a payment method has been registered, the Organisation moves to the chosen paid plan for the Seats in use, and the first period is billed; otherwise, Agora becomes read-only (section 23).

Plans on contract. An Organisation may benefit from negotiated conditions (Seats, Credits, prices); they are then set by its contract, which prevails over this section.

Catalogue Applications. The Applications are published by the Provider. An Application may specify, on its page or in its interface, conditions specific to its use (roles, actions, limits) that supplement these Terms. The Provider may withdraw an Application from the catalogue; if it stops providing it to an Organisation that has paid Seats in it, it informs that Organisation at least three (3) months in advance, save where security or legality requires otherwise, stops billing those Seats and allows it to export its data.

Principle. One Credit is worth €0.001 excluding VAT: ten thousand (10,000) Credits are worth ten (10) euro excluding VAT. Credits pay solely for the use of artificial intelligence on the Platform. Each Organisation has a single wallet, from which Agora and all the Applications draw.

Funding. The wallet is funded by the Credits included in each paid Seat, renewed at each period of the klair Subscription, by top-ups purchased by an owner and by Credits granted by the Provider. A period's included Credits are not carried over to the next. Purchased Credits are valid for twelve (12) months from their purchase; granted Credits, for the period stated when they are granted.

Consumption. Agora consumes Credits according to the cost of the artificial-intelligence model used, converted under the scale in force at the time of use; an Application consumes the number of Credits per action displayed in its interface. The balance and the details of consumption, per day, per Application and per person, can be consulted on the Organisation's Usage page.

Exhaustion. When the wallet is empty, no overage is billed: Agora's work is put on hold and the Applications refuse actions that consume Credits, until a top-up or the renewal of the period. The other functions remain available.

No monetary value. Credits are neither refundable, nor transferable, nor convertible into money, and are lost when the Organisation is deleted.

Authorisation. A Connector is created only when a user expressly authorises it, with the third-party service concerned, with the permissions displayed by that service. The Client thereby instructs the Provider to access the third-party account on the Organisation's behalf, within the limits of those permissions and for the sole purpose of providing the functions requested in Agora or in an Application. Write permissions, such as sending an email or saving a file, are subject to a separate authorisation; a message prepared by an agent remains subject to a user's approval.

Client warranties. The Client warrants that the user who connects a third-party account is entitled to do so, that this connection complies with the third-party service's terms and the Organisation's internal rules, and that the processing of the third parties' data it contains (correspondents, customers, employees) rests on a legal basis.

Third-party services. Third-party services are provided by their publishers, under their own terms and policies, which the Client accepts directly. The Provider controls neither their availability, nor their content, nor their evolution, and is not answerable for their failures; it may suspend or withdraw a Connector where the publisher of the third-party service changes or withdraws the access it allows.

Revocation. The user may at any time disconnect a Connector from the Platform, or withdraw access from the settings of their third-party account. The processing of the data received by a Connector, in particular from Google and Microsoft services, is described in the privacy policy.

Nature of Outputs. Agora, Hermès and the artificial-intelligence functions of the Applications rely on artificial-intelligence models provided by third parties, named in the privacy policy. Their Outputs are produced automatically, may be inaccurate, incomplete or unsuitable, and constitute neither legal, tax, accounting, financial or medical advice, nor the Provider's opinion. The interfaces indicate that the user is interacting with an artificial-intelligence system.

Human oversight. The Client checks the Outputs before using them and remains solely responsible for the decisions it takes and the acts it performs on their basis. The agents act only within the limits of the rights, Connectors and permissions that the Organisation gives them; the Client configures the approvals required for any action producing an effect outside the Platform.

Use of data. Client Content is not used to train artificial-intelligence models, either by the Provider or by its model providers. It is sent to those providers only to the extent necessary for the function requested.

Excluded uses. The Client shall not use the Platform for an artificial-intelligence practice prohibited by Regulation (EU) 2024/1689, or, without the Provider's prior written consent, as a component of a high-risk artificial-intelligence system within the meaning of that Regulation.

Non-payment of the klair Subscription. If a payment fails, the service remains complete for fourteen (14) days, during which payment is re-attempted and the owners are notified. At the end of that period, the Organisation is paused: its data remains viewable and exportable, but Agora and the Applications' Credits spending are stopped until payment; hosted projects, governed by their own contract, are not affected. The service resumes as soon as the sums due are paid.

End of trial and termination of Agora. An owner may terminate the klair Subscription at any time from the subscription management area; termination takes effect at the end of the paid period. At the end of a trial without a payment method, or of a terminated subscription, Agora becomes read-only; the Applications continue on their free tier and, where applicable, their paid Seats.

Deletion of data. The Agora data of a paused or read-only Organisation is kept for ninety (90) days, then deleted, after a final warning sent to the owners seven (7) days beforehand. The Account, the Organisation, its members and its Engagements are kept. An owner may delete the Organisation; its data is then deleted within the same period. Backup copies expire within their own period, stated in the privacy policy; no instant deletion of backups is promised.

Suspension for breach. The Provider may suspend without notice the access of a user, a Connector or an Organisation in the event of a threat to the security of the Platform or of its clients, of use contrary to section 25 or of an order from an authority, limiting the suspension to what is necessary and informing the Client. In the event of a serious breach not remedied within fifteen (15) days of a formal notice, it may terminate the service concerned.

Free services. The Provider may close an Account or an Organisation with no ongoing Subscription or Engagement on thirty (30) days' notice sent to its owners.

The Platform is accessible continuously, subject to maintenance operations, incidents and failures of third-party services. It carries no service-level commitment (SLA), no guaranteed availability rate, and no guaranteed response time. Support is provided by email and in the Portal, during business hours.

The Provider may amend these Terms and the prices of the Platform. For an ongoing Subscription, any material change to the Terms or any price increase is notified to the owners by email at least thirty (30) days before it takes effect, and applies from the following period; a Client who refuses it may terminate before that date. The removal of an essential function of a paid service is subject to the same notice.

The Client and its users shall not use the Platform, its agents or its Connectors to:

• infringe any law or regulation, or infringe the rights of third parties, in particular intellectual-property rights, privacy or data-protection rights;
• process health data, sensitive data within the meaning of article 9 of the GDPR or data relating to minors, save with the Provider's prior written consent;
• send unsolicited, fraudulent or misleading communications;
• introduce malicious code, test the security of the Platform without consent, circumvent its limits, quotas or security measures, or access another Organisation's data;
• multiply Organisations or trials in order to obtain several trials or free Credits;
• resell the Platform or make it available to third parties outside the Organisation.

Vulnerabilities discovered in good faith are reported to security@klair.dev; abuse to abuse@klair.dev.

Governing law. These Terms, the use of the Platform and any Engagement are governed by French law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.

Jurisdiction. The Client contracting as a professional, any dispute relating to the formation, interpretation, performance or termination of these Terms, of a subscription or of an Engagement falls, failing amicable resolution within thirty (30) days of its written notification, within the exclusive jurisdiction of the courts of Montpellier, notwithstanding plurality of defendants or third-party proceedings.

Language. These Terms are drawn up in French. Translations into English and Spanish may be provided for convenience only. In the event of any discrepancy of interpretation between the versions, the French version alone prevails.

Versions. The version applicable to an Engagement is the one in force on the date the Specification is signed; ongoing Engagements remain governed by the version accepted at their formation, save express agreement of the parties. The Platform and the Subscriptions are governed by the version in force, under the conditions of section 24. Earlier versions of the Terms are provided on request.

Entire agreement and severability. These Terms, the signed Specification and the Specific Terms express the entire agreement of the parties for the Engagement concerned. If any stipulation is held void or unenforceable, the others retain full effect, and the stipulation concerned is deemed replaced by a valid stipulation of equivalent economic effect.

No waiver. A party's failure to rely on a stipulation does not amount to a waiver of its right to rely on it later.

Assignment. The Client may not assign or transfer an Engagement, a Subscription or its Organisation without the Provider's prior written consent.

Notices and contact. Contractual notices are validly given through the Portal or by email, to the address of the Organisation's owners. Legal correspondence goes to legal@klair.dev; data-protection questions to privacy@klair.dev; general enquiries to hi@klair.dev.