SaaS Terms
of Service

Article 1 -- Definitions

The terms below, when capitalised in these SaaS Terms of Service (hereinafter "SaaS ToS"), shall have the following meaning:

• Client: any legal entity or natural person acting in a professional capacity that subscribes to the Platform.
• Account: the Client's personal space on the Platform, accessible via their login credentials.
• Client Content: all data, text, images, files and information imported, entered or generated by the Client in the course of using the Platform.
• Personal Data: any information relating to an identified or identifiable natural person within the meaning of Regulation (EU) 2016/679 (GDPR).
• Documentation: all user guides, tutorials and help resources made available to the Client by the Publisher.
• Publisher: KAIROS COMPANY, a simplified joint-stock company (SAS) with a share capital of EUR 2,000, registered with the Trade and Companies Register (RCS) of Bergerac under number 953 319 738, with its registered office at 128 Impasse Sous le Ruth, 24620 Tursac, France, represented by Mr Thomas Gibertie in his capacity as President.
• Licence: a non-exclusive, non-assignable and non-transferable right of use granted to the Client on the Platform for the duration of the subscription.
• Platform: all software services accessible online via a web browser at kairos-platform.com, comprising the Daily Assistant and Content Platform products.
• Services: all features made available to the Client under their subscription, including access to the Platform, technical support and updates.
• Sub-processor: any service provider engaged by the Publisher for the processing of Personal Data in connection with the performance of the Services.
• User: any natural person authorised by the Client to access the Platform by means of personal login credentials.

SIRET: 953 319 738 00019

Intra-community VAT number: FR71953319738

Contact: thomas@kairos-company.io

Article 2 -- Purpose

The purpose of these SaaS ToS is to define the terms under which the Publisher makes available to the Client a software platform in SaaS mode (Software as a Service), accessible via a web browser, and the associated conditions of use.

Subscribing to a plan entails the provision of a non-exclusive, non-assignable and non-transferable Licence to use the Platform. There is no transfer of ownership of the software, source code, algorithms or interfaces constituting the Platform.

Any subscription implies the Client's unreserved acceptance of these SaaS ToS, which shall prevail over any other document of the Client, unless expressly agreed otherwise in writing by the Publisher.

These SaaS ToS apply exclusively to subscription-based services (Daily Assistant, Content Platform). Consulting and audit services are subject to separate terms and conditions.

Article 3 -- Description of services

3.1 -- Daily Assistant

Daily Assistant is an automated daily SEO diagnostic service. Depending on the plan subscribed (Starter, Business or Pro), it includes:

• automated data collection and analysis from third-party sources (Google Search Console, Google Analytics, crawl tools);
• generation of daily SEO performance reports;
• detection of anomalies and optimisation opportunities;
• position tracking on search engines and artificial intelligence systems;
• prioritised action recommendations.

3.2 -- Content Platform

Content Platform is an AI-assisted editorial management service. Depending on the plan subscribed (CP Starter, CP Business or CP Pro), it includes:

• a structured editorial workflow (planning, writing, reviewing, publishing);
• AI-assisted content writing;
• semantic content optimisation for organic search and GEO (Generative Engine Optimization);
• editorial calendar management;
• additional content packs available for purchase.

3.3 -- Technical support

The level of technical support depends on the subscribed plan:

• Starter plans: email support, response time within 48 business hours;
• Business plans: priority email support, response time within 24 business hours;
• Pro plans: priority email and video conference support, onboarding assistance, response time within 12 business hours.

3.4 -- Updates

The subscription includes all functional and corrective updates to the Platform. The Publisher reserves the right to evolve the features of the Platform, provided that doing so does not substantially reduce its value.

Article 4 -- Access conditions

4.1 -- Account creation

Access to the Platform requires the creation of an Account. The Client undertakes to provide accurate, complete and up-to-date information when creating their Account and to keep such information up to date for the entire duration of the subscription.

4.2 -- Login credentials

Login credentials (email address and password) are personal and confidential. The Client is solely responsible for the safekeeping and use of their credentials. Any use of the Platform by means of the Client's credentials shall be deemed to have been carried out by the Client.

The Client undertakes to immediately notify the Publisher of any unauthorised use of their Account or any breach of the security of their credentials, by email to thomas@kairos-company.io.

4.3 -- Acceptable use policy

The Client undertakes to use the Platform in accordance with its intended purpose and these SaaS ToS. The following are strictly prohibited:

• any automated data extraction (scraping) from the Platform;
• reselling, sub-licensing or making access to the Platform available to third parties;
• reverse engineering, decompiling or disassembling all or part of the Platform;
• using the Platform for unlawful, fraudulent purposes or purposes that infringe the rights of third parties;
• introducing viruses, malware or any harmful code into the Platform;
• attempting to circumvent the security measures or technical limitations of the Platform.

Article 5 -- Free trial

5.1 -- Trial duration and conditions

The Publisher may offer the Client a free trial period of fourteen (14) calendar days from the creation of the Account. This trial period involves no commitment and no payment information (credit card or other) is required.

5.2 -- End of trial period

At the end of the trial period, the Client may subscribe to a paid plan in accordance with the terms set out in Article 6. In the absence of a subscription, the Account will be deactivated and the associated data will be deleted in accordance with the provisions of Article 10.

5.3 -- Commercial communications

The Client agrees to receive commercial communications from the Publisher relating to the Platform's services. The Client may unsubscribe at any time via the link provided in each communication. The Client's email address will under no circumstances be sold, rented or made available to third parties for commercial purposes.

The legal basis for these communications is the Publisher's legitimate interest in the context of business-to-business (B2B) relationships, in accordance with Article L.34-5 of the French Postal and Electronic Communications Code (CPCE).

Article 6 -- Subscription and pricing

6.1 -- Available plans

The Platform is offered as subscriptions in several plans:

• Daily Assistant: Starter, Business, Pro;
• Content Platform: CP Starter, CP Business, CP Pro.

The features, functionalities and limits of each plan are detailed on the pricing pages of kairos-platform.com. The Client selects the plan that meets their needs when subscribing.

6.2 -- Billing

Subscriptions are billed according to the billing frequency chosen by the Client:

• monthly billing: the subscription fee is invoiced each month on the anniversary date of the subscription;
• annual billing: the subscription fee is invoiced in a single payment for a period of twelve (12) months.

6.3 -- Prices

Prices are stated in euros excluding tax (EUR excl. VAT). The applicable value added tax (VAT) is that in force on the date of invoicing and is added to the amount excluding tax.

6.4 -- Price revision

The Publisher reserves the right to revise its prices once per year. Any price change will be notified to the Client by email at least thirty (30) days before it takes effect. In the event of refusal of the new pricing, the Client has the right to terminate their subscription without charge or penalty before the new price takes effect, in accordance with the provisions of Article 9.

Article 7 -- Payment terms

7.1 -- Payment methods

Payments may be made by:

• automatic debit (registered credit card);
• bank transfer (upon request, for annual subscriptions only).

7.2 -- Advance billing

Billing takes place at the beginning of each subscription period (advance billing). Payment is due on the date of invoice issuance.

7.3 -- Late payment penalties

In the event of late payment, late payment penalties shall be due automatically, without the need for a reminder, at an annual rate of three (3) times the legal interest rate in force, in accordance with Articles L.441-10 and D.441-5 of the French Commercial Code (Code de commerce).

A fixed indemnity of forty (40) euros for recovery costs is due automatically by the professional Client in the event of late payment.

7.4 -- Suspension and termination for non-payment

In the event of non-payment, the Publisher reserves the right to suspend the Client's access to the Platform fifteen (15) days after a formal notice to pay has remained without effect. If the non-payment persists beyond thirty (30) days after the formal notice, the Publisher may terminate the subscription by operation of law, without prejudice to its right to claim payment of the amounts due and any damages.

Article 8 -- Duration and renewal

8.1 -- Initial term

The initial term of the subscription depends on the billing frequency chosen by the Client:

• monthly subscription: one (1) month;
• annual subscription: twelve (12) months.

8.2 -- Tacit renewal

At the end of the initial term, the subscription is tacitly renewed for successive periods of the same duration, unless terminated by either party in accordance with the conditions set out in Article 9.

8.3 -- Non-renewal notice

The Client or the Publisher wishing not to renew the subscription must inform the other party by email at least thirty (30) days before the expiry date of the current period.

Article 9 -- Termination

9.1 -- Termination by the Client

The Client may terminate their subscription as follows:

• monthly subscription: termination at any time, taking effect at the end of the current monthly period;
• annual subscription: termination with thirty (30) days' notice before the annual expiry date. Failing timely notice, the subscription is renewed for a new annual period.

9.2 -- Termination by the Publisher for breach

In the event of a serious breach by the Client of their obligations under these SaaS ToS, the Publisher may terminate the subscription by operation of law, thirty (30) days after a formal notice sent by email with acknowledgement of receipt has remained without effect.

9.3 -- Immediate termination

The Publisher reserves the right to terminate the subscription with immediate effect and without prior formal notice in the following cases:

• violation of the acceptable use policy defined in Article 4.3;
• fraudulent or unlawful activity conducted via the Platform;
• use of the Platform that infringes the rights of third parties or compromises the security of the Platform.

9.4 -- No refund

Subscription periods that have commenced are not eligible for any refund, unless expressly provided for in these SaaS ToS (in particular in the event of refusal of a price change or a modification of the SaaS ToS).

Article 10 -- Reversibility and data handling

10.1 -- Data export

The Client may export all of their Client Content at any time during the subscription, directly from the Platform interface. Data is exportable in interoperable formats (CSV, JSON).

10.2 -- Post-termination access period

From the effective date of termination or non-renewal of the subscription, the Client has a period of thirty (30) calendar days to export their data. During this period, access to the Platform is limited to consultation and export functions.

10.3 -- Permanent deletion

After a period of sixty (60) calendar days following the effective end date of the contract, all Client Content and data associated with the Account will be permanently deleted from the Publisher's servers. This deletion is irreversible.

10.4 -- Transfer fees

In accordance with French Law No. 2024-449 of 21 May 2024 on securing and regulating the digital space (loi SREN), no transfer, migration or data recovery fees are charged to the Client.

Article 11 -- Service levels (SLA)

11.1 -- Target availability

The Publisher undertakes to ensure Platform availability of 99.5% on a monthly basis, calculated as follows: (total number of minutes in the month - number of minutes of unavailability) / total number of minutes in the month x 100.

11.2 -- Scheduled maintenance

Scheduled maintenance operations are excluded from the availability calculation. They are notified to the Client by email at least forty-eight (48) hours in advance and are, where possible, scheduled outside business hours (between 10:00 PM and 6:00 AM, Paris time).

11.3 -- Compensation

In the event of failure to meet the availability commitment, the Client may request a service credit calculated pro rata to the duration of the observed unavailability, applied to the following period's invoice. This credit constitutes the Client's sole and exclusive remedy for breach of the SLA.

11.4 -- Claims procedure

To benefit from the service credit, the Client must submit their claim by email to thomas@kairos-company.io within five (5) business days following the unavailability incident, specifying the date, time and estimated duration of the unavailability.

11.5 -- Exclusions

The availability commitment does not cover unavailability resulting from:

• force majeure events as defined in Article 18;
• acts or omissions of the Client (misconfiguration, intentional overload);
• unavailability of third-party services outside the Publisher's control (internet service providers, third-party authentication services);
• scheduled maintenance operations notified in accordance with Article 11.2.

Article 12 -- Intellectual property

12.1 -- Publisher's rights

The Platform, its source code, algorithms, technical architecture, graphical interfaces, documentation and all of its components are and remain the exclusive property of the Publisher or its licensors. Nothing in these SaaS ToS shall be construed as granting the Client any ownership right over these elements.

12.2 -- Licence of use

The Publisher grants the Client, for the duration of the subscription, a non-exclusive, non-assignable, non-transferable and non-sub-licensable licence to use the Platform, limited to the Client's own professional needs and within the scope of the subscribed plan.

12.3 -- Restrictions

The Client shall refrain from:

• copying, reproducing or duplicating all or part of the Platform;
• modifying, adapting or creating derivative works based on the Platform;
• decompiling, disassembling or reverse engineering the Platform;
• sub-licensing, renting, lending or making access to the Platform available to third parties;
• removing or altering any intellectual property notices on the Platform.

12.4 -- AI-generated content

Textual content generated by artificial intelligence in the course of using Content Platform remains the property of the Client. The Publisher claims no intellectual property rights over such content.

Article 13 -- Personal data and GDPR

13.1 -- Respective roles

In the context of use of the Platform, the Client acts as data controller within the meaning of Article 4 of Regulation (EU) 2016/679 on the protection of personal data (GDPR). The Publisher acts as data processor within the meaning of Article 28 of the GDPR.

13.2 -- Publisher's obligations as data processor

In accordance with Article 28 of the GDPR, the Publisher undertakes to:

• process Personal Data only on documented instructions from the Client;
• ensure that persons authorised to process Personal Data are committed to confidentiality;
• implement all appropriate technical and organisational measures to ensure the security of Personal Data;
• not engage any Sub-processor without the Client's prior written authorisation;
• assist the Client in ensuring compliance with the obligations set out in Articles 32 to 36 of the GDPR;
• at the Client's choice, delete or return all Personal Data upon termination of the contract;
• make available to the Client all information necessary to demonstrate compliance with the obligations set out in Article 28 of the GDPR.

13.3 -- Data hosting

All Client data (Client Content and Personal Data) is hosted within the European Union (France). No transfer of data outside the European Union is carried out without the Client's prior consent and without the implementation of appropriate safeguards within the meaning of Articles 46 et seq. of the GDPR.

13.4 -- Data breach notification

In the event of a Personal Data breach within the meaning of Article 4 of the GDPR, the Publisher undertakes to inform the Client within a maximum of forty-eight (48) hours of becoming aware of it, providing all information necessary to enable the Client to notify the competent supervisory authority (CNIL) in accordance with Article 33 of the GDPR.

13.5 -- Sub-processors

The list of Sub-processors engaged by the Publisher is available upon request. Any change to this list is notified to the Client by email. The Client has ten (10) business days from notification to raise a reasoned objection. In the event of an unresolved objection, the Client may terminate the subscription without penalty.

13.6 -- Right of audit

The Client has a right of audit, exercised no more than once (1) per year, with thirty (30) days' written notice. This audit is carried out at the Client's expense and relates exclusively to the Publisher's compliance with its obligations under this Article. The audit is conducted under conditions that preserve the confidentiality of the Publisher's and its other clients' information.

13.7 -- DPA Annex

The detailed arrangements for the processing of Personal Data (purposes, categories of data, categories of data subjects, technical and organisational measures) are set out in the Data Processing Agreement (DPA) Annex, which forms an integral part of these SaaS ToS.

Article 14 -- Ownership of Client data

14.1 -- Exclusive ownership of the Client

Client Content imported, entered or generated on the Platform remains the exclusive property of the Client. The Publisher claims no intellectual property or other rights over Client Content.

14.2 -- Aggregated and anonymised data

The Publisher may use aggregated and anonymised data that under no circumstances allows the direct or indirect identification of the Client or its Users, for the purposes of improving the Platform, statistical research and industry benchmarking.

14.3 -- Client warranty

The Client warrants that it holds all necessary rights over the content, data and information entrusted to the Platform. The Client indemnifies the Publisher against any third-party claim relating to Client Content.

Article 15 -- Security

The Publisher implements appropriate technical and organisational measures to ensure the security of the Platform and the Client's data, including but not limited to:

• encryption of data in transit using TLS 1.2 or higher;
• encryption of data at rest;
• automated daily data backups;
• role-based access control (RBAC);
• logging of access and sensitive operations;
• continuous infrastructure monitoring.

The Publisher undertakes to maintain these security measures at a level consistent with the state of the art and industry best practices.

Article 16 -- Limitation of liability

16.1 -- Obligation of means

The Publisher is bound by an obligation of means in the performance of the Services. The Platform is provided "as is". The Publisher makes no guarantee of results with respect to SEO performance, search engine rankings or visibility in generative artificial intelligence systems (GEO).

16.2 -- Liability cap

The Publisher's total liability under these SaaS ToS, from all causes combined, is limited to the total amount of sums actually paid by the Client during the twelve (12) months preceding the event giving rise to the damage.

16.3 -- Exclusion of indirect damages

Under no circumstances shall the Publisher be held liable for indirect damages suffered by the Client, including but not limited to:

• loss of revenue or income;
• loss of data (beyond the backup obligations set out in Article 15);
• loss of clients;
• damage to image or reputation;
• loss of profits or anticipated savings;
• commercial prejudice of any nature.

16.4 -- Carve-outs

The limitations of liability set out in Articles 16.2 and 16.3 shall not apply in the event of:

• gross negligence or wilful misconduct by the Publisher;
• death or personal injury resulting from the Publisher's negligence;
• infringement of the Client's intellectual property rights.

16.5 -- Professional liability insurance

KAIROS COMPANY holds Professional Liability Insurance with AXA France IARD (agency Nicolas Pedelucq, Sarlat), policy No. 11248936904, client reference 6045375904. The Client may obtain an insurance certificate upon simple written request.

Article 17 -- Confidentiality

17.1 -- Mutual undertaking

Each party undertakes to treat as strictly confidential all information of a technical, commercial, financial, strategic or organisational nature that it may become aware of in the course of performing these SaaS ToS (hereinafter "Confidential Information").

17.2 -- Duration

The confidentiality obligation shall remain in force throughout the duration of the contract and for a period of five (5) years after its termination.

17.3 -- Exceptions

The following shall not be considered Confidential Information:

• information already known to the receiving party prior to its disclosure, without any obligation of confidentiality;
• information that is or becomes publicly available without fault on the part of the receiving party;
• information communicated to the receiving party by a third party lawfully authorised to do so, without any restriction of confidentiality;
• information that must be disclosed pursuant to a legal or regulatory obligation or a court order, subject to prior notification of the other party to the extent possible.

Article 18 -- Force majeure

Neither party shall be held liable for failure to perform or delay in performing its obligations under these SaaS ToS where such failure or delay results from a force majeure event as defined by Article 1218 of the French Civil Code (Code civil), namely an event beyond the control of the obligor that could not reasonably have been foreseen at the time the contract was concluded and the effects of which cannot be avoided by appropriate measures.

The party invoking force majeure shall inform the other party by any written means as soon as possible. The obligations of the parties are suspended for the entire duration of the force majeure event.

If the force majeure event continues for more than two (2) months, either party may terminate the contract by operation of law by written notification, without compensation on either side.

Article 19 -- Amendment of the SaaS ToS

The Publisher reserves the right to amend these SaaS ToS at any time. Any material amendment will be notified to the Client by email at least thirty (30) days before it takes effect.

Continued use of the Platform after the amended SaaS ToS take effect constitutes acceptance of the new terms by the Client.

In the event of refusal of the new terms, the Client has the right to terminate their subscription without charge or penalty before the amended SaaS ToS take effect, in accordance with the provisions of Article 9.

Article 20 -- General provisions

20.1 -- Entire agreement

These SaaS ToS, together with the quote or order form accepted by the Client, constitute the entire agreement between the parties with respect to their subject matter and supersede any prior agreement, undertaking or proposal relating to the same subject matter.

20.2 -- Severability

If one or more provisions of these SaaS ToS are held to be invalid or unenforceable by a final court decision, the remaining provisions shall retain their full force and effect. The parties shall endeavour to replace the annulled clause with a valid clause having an equivalent economic effect.

20.3 -- Evidence agreement

The parties agree that the logs, computer records and access traces retained by the Publisher in its information systems shall constitute admissible, valid and enforceable evidence between the parties to the same extent as a written document on paper.

20.4 -- Assignment

The Client may not assign the contract, nor all or part of its rights and obligations under these SaaS ToS, without the Publisher's prior written consent. The Publisher may freely assign the contract to an affiliated company or in the event of a merger, acquisition or disposal of substantially all of its assets, subject to notifying the Client.

20.5 -- Survival clause

The clauses relating to intellectual property (Article 12), ownership of Client data (Article 14), confidentiality (Article 17), limitation of liability (Article 16), personal data (Article 13) and data handling (Article 10) shall survive the termination or expiry of the contract, regardless of the cause.

Article 21 -- Governing law and jurisdiction

21.1 -- Governing law

These SaaS ToS are governed by French law, to the exclusion of any international convention, in particular the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention).

21.2 -- Amicable resolution

In the event of a dispute relating to the interpretation, performance or termination of these SaaS ToS, the parties agree to seek an amicable solution within thirty (30) days from the notification of the dispute by one party to the other.

21.3 -- Competent jurisdiction

In the absence of an amicable resolution within the period provided for in Article 21.2, any dispute shall be brought before the Tribunal de commerce de Bergerac, notwithstanding plurality of defendants or third-party proceedings, including for interim or protective measures, summary proceedings or ex parte applications.