Terms of Use

General Terms and Conditions of Sale

This Agreement (hereinafter the “Agreement”) governs the contractual relationship between the “Client” and Lineshift, a Société par Actions Simplifiée, registered with the Créteil Trade and Companies Register under number B 944 260 371, whose registered office is located at 110 rue de Fontenay CS20010 cedex, 94300 Vincennes, France, represented by Julien Mechin, hereinafter referred to as the “Service Provider”,

Hereinafter also referred to as the “Parties”,

Preamble

Quotes and commercial proposals signed between Lineshift and the Client determine the financial terms of the collaboration. In the event of any contradiction, the specific provisions agreed in writing between the Parties shall prevail over this Agreement.

Lineshift develops and operates artificial intelligence solutions designed to automate customer interactions, particularly in the context of after-sales relationship management and telephone or digital communications. The services offered include the provision of software and telephony solutions (hereinafter the “Solution”), as well as various related services (integration, maintenance, support, training, customization, etc.).

The Client acknowledges having received all necessary information to assess the suitability of the services for its needs. Acceptance of a quote implies full and unconditional acceptance of this Agreement.

The preamble forms an integral part of the Agreement.

Article 1 – Definitions

For the purposes hereof:

“Conversational Agent”: natural language processing software made available by Lineshift, enabling interaction with end users and execution of certain tasks.

“Client”: any legal or natural person acting within the scope of their professional activity and having subscribed to Lineshift’s services.

“User Data”: information provided by the Client or collected from end users through the use of the Solution.

“Confidential Information”: any technical, commercial, contractual, or other information exchanged between the Parties and not intended to be made public.

“Solution”: all software tools and services developed and operated by Lineshift to automate and streamline customer interactions.

“User”: any natural person interacting with the Solution (incoming or outgoing).

Article 2 – Purpose

The purpose of this Agreement is to define the conditions under which Lineshift provides the Client with access to the Solution and associated services.

Article 3 – Implementation of Services

3.1 Preparatory phase

Lineshift shall, where necessary, carry out prior technical configuration:

implementation of required connectors/APIs,
configuration of the conversational agent,
functional testing based on scenarios agreed with the Client.

3.2 Operational phase

Once the preparatory phase has been validated, the Solution is deployed in production. Depending on the Client’s needs, Lineshift may:

initiate communications to provided contacts,

handle incoming calls or messages via a dedicated number or connected interface,
conduct automated conversations,
qualify interactions, transfer relevant requests, answer questions, or execute contractually defined actions.

A report may be provided to the Client upon request, detailing results and usage statistics.

3.3 Quotation and acceptance

Before any service is provided, Lineshift shall issue a quote, annexed to this Agreement, specifying the nature of the services, expected volumes, and applicable pricing.

Article 4 – Access and Use

4.1 Access

Lineshift undertakes to provide secure and available access to the Solution, subject to scheduled maintenance operations or external contingencies beyond its control (internet network, third-party services, etc.).

4.2 Use

The Client undertakes to use the Solution:

in a professional manner and in accordance with its intended purpose,
without diverting it for unlawful, fraudulent, or abusive purposes,
in compliance with applicable regulations, particularly regarding personal data protection and intellectual property,
without processing sensitive data within the meaning of the GDPR, unless prior written agreement is obtained,
using accurate, up-to-date, and lawfully collected data.

Lineshift does not control the Data transmitted by the Client and shall not be responsible for its content or legality.

Article 5 – Pricing and Payment Terms

5.1 Pricing

Billing may include:

initial setup fees,
a fixed subscription or usage-based pricing (per call, per interaction, or other terms defined in the quote),
overage charges (minutes exceeding the plan).

Any started call minute is deducted from the monthly plan, applicable to the entire group. The monthly cost of this plan is expressed in euros excluding taxes, with VAT added.

For fixed subscriptions, it is agreed that an out-of-plan rate, excluding taxes, applies for each minute beyond the included volume. An additional invoice will be issued at the end of the month.

5.2 Payment terms

Payment is made monthly by direct debit in advance, or annually in a single payment by bank transfer or direct debit.

In the event of late payment, penalties equal to three (3) times the legal interest rate shall apply, as well as a fixed indemnity of €40 (excluding tax) for recovery costs.

In the event of continued non-payment after formal notice, Lineshift reserves the right to suspend access to the services without prior notice.

Article 6 – Duration

Delivery of the service is deemed completed upon operational availability of the Solution.

The Agreement is concluded for a period of one year, with automatic renewal.

Article 7 – Termination

7.1 Termination for breach

Either Party may terminate the Agreement in the event of a serious breach by the other Party of its obligations, if such breach is not remedied within fifteen (15) days following notification by registered letter with acknowledgment of receipt.

Termination shall also occur automatically and without compensation in the event of cessation of activity, judicial liquidation of one of the Parties, or the occurrence of a force majeure event lasting more than fourteen (14) days.

7.2 Effects of termination

Upon termination, all outstanding amounts shall become immediately due. Each Party shall return all elements and data received. Articles 8 (Intellectual Property), 9 (Liability), and 12 (Confidentiality) shall survive termination of the Agreement.

Article 8 – Intellectual Property

8.1 Lineshift’s rights

Lineshift retains all intellectual property rights relating to the Solution, software, algorithms, databases, interfaces, content, and associated trademarks.

The Client is granted only a limited, non-exclusive, non-transferable right of use for the duration of the Agreement.

8.2 Client’s rights

The Client remains the owner of the Data collected by the Service Provider. Lineshift shall not exploit such Data outside the performance of the services, except for statistical or technical use in anonymized form.

Article 9 – Liability

9.1 Lineshift’s obligations

Lineshift shall use its best efforts to perform its services with diligence and professionalism, under an obligation of means. Its liability may only be engaged in the event of proven fault.

The Service Provider implements all reasonable and professional means to ensure the continuity and quality of the Solution.

The Service Provider is subject to an obligation of means and not an obligation of result.

The Client expressly acknowledges that:

In the event of technical failure, the Service Provider cannot be held responsible for any degradation of customer experience,
The Service Provider cannot be held responsible for failure to handle certain calls,
No compensation may be claimed for loss of revenue, loss of customers, or damage to the Client’s image.

Under no circumstances shall Lineshift be liable for indirect damages suffered by the Client, including loss of revenue, damage to reputation, or loss of data. The total liability is limited to the total amounts received under the Agreement during the previous twelve (12) months.

9.2 Client’s obligations

The Client undertakes to:

provide Lineshift with all necessary information,
use the Solution in accordance with the Agreement,
comply with applicable laws and regulations,
pay amounts due on time.

Provide Lineshift with effective, secure, and continuous access to all third-party software necessary for proper operation of the service, including its CRM (Customer Relationship Management) and/or DMS (Dealer Management System).

The Client shall be responsible for damages caused by fraudulent or improper use of the Solution.

Article 10 – Personal Data Protection

Within the scope of the services, Lineshift acts as a data processor and the Client as a data controller, within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”).

Lineshift undertakes to:

process data only on the Client’s instructions,
implement appropriate security measures,
report any personal data breach,
cooperate with the Client to enable data subject rights.

Data shall be returned or deleted at the end of the Agreement, unless otherwise required by law.

The Client undertakes to comply with its own legal obligations toward data subjects (information, consent, access rights, etc.).

Article 11 – Force Majeure

Neither Party shall be held liable in the event of an external, unforeseeable, and irresistible event preventing the performance of its obligations (natural disaster, widespread outage, strike, cyberattack, etc.).

In addition to cases of force majeure defined by Article 1218 of the French Civil Code, it is expressly agreed that:

The functioning of the Lineshift Solution may depend on the accessibility and proper operation of third-party software selected by the Client, including its CRM (Customer Relationship Management) and DMS (Dealer Management System),
Any total or partial unavailability of such third-party software, as well as any lack of access to required data, may render the Lineshift service unavailable or affect its operation,
In such cases, the Service Provider shall not be held liable, as these elements fall under the Client’s choices, management, and responsibility.

Article 12 – Confidentiality

Each Party undertakes not to disclose the other Party’s confidential information, except where necessary for the performance of the Agreement or required by law. This obligation shall survive for three (3) years after termination of the Agreement.

Article 13 – Commercial References

Unless the Client objects in writing, Lineshift is authorized to mention the Client’s name and logo in its commercial references and marketing materials.

Article 14 – Governing Law and Jurisdiction

The Agreement is governed by French law. Any dispute shall fall under the exclusive jurisdiction of the Paris Commercial Court.