Terms of Service

These terms and conditions (the Terms) govern the engagement between the company operating Qualiar (the Provider) and any legal or natural person subscribing to a Qualiar service (the Client).

Qualiar provides a private intelligent-agent service, hosted on per-client isolated infrastructure, within the scope of professional engagements.

The Client's express acceptance of an engagement proposal constitutes full acceptance of these Terms.

• Agent: a private software instance, configured for the Client, hosted on dedicated infrastructure.
• Workspace: a persistent storage volume, the exclusive property of the Client.
• Engagement: the subscribed contractual period (minimum 12 months unless otherwise stated).
• Client Data: content, conversations, documents and configurations produced or stored by the Client through the Agent.

The minimum engagement is twelve (12) consecutive months from the Agent's go-live date, unless otherwise agreed in writing.

The contract renews tacitly for twelve (12)-month periods unless terminated by either party at least thirty (30) days before the renewal date.

Prices are stated exclusive of tax, in euros (EUR); applicable VAT is added where relevant.

The applicable financial terms (nature and amount of services, payment terms and schedule, any overages) are defined in the commercial proposal accepted by the Client.

Any late payment automatically triggers, without prior notice, penalties equal to three (3) times the legal interest rate, plus a fixed recovery indemnity of forty (40) euros (article L. 441-10 of the French Commercial Code).

The Provider makes available to the Client:

• a private intelligent Agent hosted on dedicated infrastructure, within the European Union by default;
• a persistent Workspace, encrypted at rest, accessible exclusively to the Client;
• secure access via authentication;
• a library of business capabilities specific to the subscribed vertical;
• regular software updates.

The service is provided on a SaaS basis. The Client holds no intellectual-property rights over Qualiar's source code.

The Provider undertakes to deliver the service with a high availability objective, excluding scheduled maintenance windows and force-majeure events.

Scheduled maintenance windows are announced in advance and preferably planned outside business hours.

Service-level commitments (availability objective, applicable credits where relevant) are specified in the commercial proposal.

Client Data remains the exclusive property of the Client. The Provider acts as a processor within the meaning of the GDPR for the personal data the Client integrates.

The Provider accesses Client Data only at the Client's express request, in the event of a technical incident requiring intervention, or under a mandatory legal obligation. Any access is recorded in the audit log.

The Client may export their entire Workspace at any time via the export function built into the Agent. The export format is open (markdown, JSON, native files).

Each party undertakes to preserve the confidentiality of any non-public information disclosed by the other party under the contract.

This undertaking survives termination for five (5) years. No client reference will be communicated publicly without the Client's prior written consent.

The Provider's liability is limited to direct damages resulting from a proven fault. Indirect damages (loss of opportunity, of operations, of revenue, or reputational harm) are excluded.

The Provider's aggregate liability under the contract shall not exceed the amount, excluding tax, paid by the Client during the twelve (12) months preceding the triggering event.

The Agent is an assistance tool; the business responsibility for decisions made on the basis of its outputs remains that of the professional user.

Beyond the initial engagement period, either party may terminate on the renewal date with thirty (30) days' written notice.

In the event of a serious breach, the other party may terminate as of right after a formal notice has remained unaddressed for thirty (30) days.

On contract end, the Provider makes a full Workspace export available for ninety (90) days, after which the data is permanently deleted.

These Terms are governed by French law.

Any dispute not resolved amicably within sixty (60) days shall be submitted to the exclusive jurisdiction of the Commercial Court of Paris.