Terms and Conditions of Use

These terms and conditions of use (the "Terms") set out the contractual terms under which CONVLY, a French société par actions simplifiée (SAS), registered under the number 992 715 219 and whose registered office is at 9, rue Victor Péchon, 17000 La Rochelle ("CONVLY"), provides professional clients (the "Client") with access to and use of its Software-as-a-Service solution (the "Application") enabling interoperability between communication platforms with functional integration and real-time synchronization of messages, files, and collaboration items (the "Service").

By subscribing to or using the Service, the Client declares that it has read these Terms and accepts them unreservedly. Acceptance of the Terms is understood to be either in the Client's own name or on behalf of any legal entity the Client is duly authorised to represent and bind. The Client warrants that it has the authority and legal capacity to contract accordingly.

These Terms may be amended and updated by publishing the updated Terms on the CONVLY's website (the "Website"). The Client agrees and consents to receiving notification of updates of these Terms through the publication of the updated Terms on the Website or by email notification; continued use of the Application shall be deemed to constitute irrevocable acceptance of the updated Terms.

1 Definitions

In these Terms, all capitalized terms or expressions used and not otherwise defined herein or in the preamble shall have the meaning set forth below:

• "Agreement" refers to the agreement between the Client and CONVLY for the provision of the Service, including these Terms and the Order Form.
• "Administrator" means the persons designated as such by the relevant Third Party Application and authorized by the Client to make changes to the Client's Subscription. Administrators are included in the Authorized Users.
• "Authorised User" means any employee of the Client who is authorised to access and use the Service in accordance with these Terms.
• "Business Day" means any day other than a Saturday, Sunday or a public holiday in France.
• "Business Hours" means 10:00 to 19:00 CET on Business Days.
• "Client Account" means the account of the Client allowing the management of the conditions of its Subscription and access to the invoices.
• "Fee" means the price payable by the Client for the Subscription as set out in the Order Form.
• "Force Majeure Event" means any circumstance beyond a party's reasonable control, including, but not limited to, fires, accidents, war, terrorism, embargo, industrial action, failure with the internet or telecommunications networks or other infrastructure, curtailment of or failure in obtaining sufficient electric power, change in law, act of government.
• "Integration" means the technical configuration and connection established between Third-Party Applications, via the Service, enabling the interoperability and centralised management of messages.
• "Login Details" means the usernames and passwords or secure authentication credentials assigned to Authorised Users for the use of Third-Party Applications, enabling access to the Service.
• "Owner" means the natural person who completes the Order Form on behalf of the Client. The Owner is included in the Authorized Users.
• "Order Form" means any electronic order, registration or onboarding form by which the Owner subscribes to the Service on behalf of the Client, referencing these Terms and specifying the Subscription Period, the number of Seats, Service fees, and any relevant parameters. The Order Form is accessible via the "Plans" section of the Application or a link sent by CONVLY.
• "Personal Data" has the meaning given in the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR") and covers any information relating to an identified or identifiable natural person processed by either party in connection with the Agreement.
• "Seats" means the maximum number of Authorised Users as indicated in the Order Form. For the avoidance of doubt, the number of Authorised Users may not exceed the number of Seats, but may be fewer.
• "Service Features" means all functionalities made available within the Service, including the integration layer enabling synchronisation, message management and automation between Third-Party Applications, and any subsequent improvements, modifications, or additions made to them and the features specific to the Subscription Plan chosen by the Client.
• "Service Fees" means the fees payable by the Client for access to and use of the Service, as set out in the Order Form.
• "Subscription" means the completion of an Order Form by the Owner as well as the conditions of the access and use of the Service by the Client and Authorized Users in accordance with the selected Subscription Plan.
• "Subscription Period" means the duration of the Client's Subscription to the Service, as identified in the Order Form and renewable as provided herein.
• "Subscription Plan" means any specific subscription tier that may be offered by CONVLY, which determines the scope of Service Features, usage limits and services available to the Client within the Application. Subscription Plans may vary in terms of price, duration and included benefits, as described on the "Plans" page of the Website.
• "Third-Party" means the provider of a Third-Party Application.
• "Third-Party Application" means any teams collaboration and communication application, platform, API, system or external provider (such as, but not limited to, Microsoft Teams or Slack) to which integrations are established via the Service and which is governed by its own contractual terms and privacy policy.
• "User Content" means any files, documents, communication content, messages or configuration data processed via the Service.
• "User Data" means usage data, metadata, performance data and logs captured through or generated by the Service, encrypted and anonymised or aggregated so that individual users are not identified.
• "Virus" means any malicious code, software program, logic bomb, worm, Trojan, or other code or instruction designed to disrupt, damage, compromise, divert or gain unauthorised access to any software, hardware, or data.
• "Website" means CONVLY's website available at https://conv.ly.

2 Scope of the Service and Licence

During the Subscription Period and subject to full compliance with these Terms, CONVLY grants to the Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service and to allow its Authorised Users to benefit from the Service Features for business purposes. No express or implied rights are granted other than those strictly necessary for the Client to use the Service as agreed. Any other use is strictly prohibited without CONVLY's express prior written consent. The Client may not in any case grant sub-licences to third parties.

3 Third-Party Applications

The Service Features allow the Client to interact with Third-Party Applications. The technical feasibility, performance and availability of such integrations are dependent on the respective Third Parties and their terms, which are outside the control of CONVLY.

The Client acknowledges the following:

1. The use of any Third-Party Services is governed exclusively by their respective providers and CONVLY has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third-Party;
2. The Client is responsible for complying with all applicable terms, privacy policies and usage rights imposed by the Third-Party;
3. CONVLY makes no representation or warranty as to the ongoing availability of the Third-Party Applications, which may be updated, limited or discontinued at any time without notice. The Client is solely responsible for maintaining valid administrator credentials, authorisations and permissions required to establish integration as part of the Service;
4. CONVLY shall not be liable for any loss of functionality, data or service interruption resulting from actions, restrictions, or failures attributable to Third-Party and/or Third-Party Applications.

4 Access to the Service

Access to the Service is provided via the Application and according to the installation and access methods, credentials and instructions set up by CONVLY on https://conv.ly. The Client is responsible for facilitating access for its Authorised Users and ensuring that only duly accredited individuals are accessing the Service. The Client is also responsible for maintaining the confidentiality of the Login Details in accordance with the rules of the relevant Third Party Application. The Client agrees to notify CONVLY promptly of any actual or suspected unauthorized use of the Service.

5 Free Trial and Subscription Terms

The Owner may request a free trial of the Service for up to fourteen (14) days effective from the date of the first Subscription to the Service. CONVLY may require payment information at the Date of Subscription; however charges will only apply after the expiry of the free trial and if the Subscription is not cancelled before that date. After the trial period, Service Fees as specified in the Order Form will accrue and be invoiced according to the selected Subscription Period and the number of Seats.

The Fee corresponds to the price indicated in the offer chosen by the Client among the offers in force on the day of Subscription, depending of the Subscription Period and the number of Seats requested. Payment of the Fees shall be made in EUR or USD, by credit card.

All Service Fees are due and payable in advance and are non-refundable except where required by law. If the Client put an end to its Subscription, the termination will take effect at the end of the then-current Subscription Period; no pro-rata or partial refund applies.

The Client may increase or decrease the number of Seats during a Subscription Period, via the "Plan" section.

If the Client increases the number of Seats during a Subscription Period, the corresponding additional Fee will be charged immediately and calculated on a pro rata basis for the time remaining until the end of the then-current Subscription Period.

If the Client decreases the number of Seats during a Subscription Period:

1. Regarding the Services Fees: any difference between the Services Fees invoiced for the then-current Subscription Period and the adjusted amount reflecting the reduced number of Seats, each calculated pro rata for the remaining term, will be issued as a credit. Such credit may be applied toward future invoices within a period not exceeding 24 months and shall not, under any circumstances, be refundable;
2. Regarding the use of the Application, any downgrade shall take immediate effect as follows:
   1. where the revised number of Seats is greater than or equal to the number of Authorized Users, no action shall be required from the Client;
   2. where the revised number of Seats is less than the number of Authorized Users, the Client will have a period of 24 hours to align the number of Authorized Users with the revised number of Seats. Failing such adjustment, CONVLY shall remove the excess Authorized Users, beginning with those whose messages sent via the Application are the oldest. Within the "Plan" section, the Client can view the Authorised Users scheduled for removal and designate others as replacements.

CONVLY reserves the right to adjust Fees, Subscription levels and Service Features. Any Fee increase will be notified in writing thirty (30) days in advance and will apply from the next Subscription Period following the expiry of the 30-day period. If the Client does not accept the adjusted Fee, it may cancel its Subscription with effect from the end of the then-current Subscription Period. Continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

In the event of any late or failed payment, CONVLY may, without liability, suspend or restrict the Service and block access for the Client and/or Authorised Users until all outstanding amounts are fully settled in accordance with Section 12. Service suspension does not relieve the Client from the obligation to pay amounts due.

6 Support, Maintenance and Updates

CONVLY will use commercially reasonable efforts to make the Application available with an uptime rate of 99.9%, excluding scheduled downtime.

Scheduled downtime that will affect the Service, included for maintenance of the Application or updates to Third-Party Applications will be communicated to the Client as far as possible seven (7) days in advance, or if this is not possible, as soon as possible.

CONVLY will exercise commercially reasonable efforts to limit unscheduled downtime. Unscheduled Downtime shall not include any period during which the Application is unavailable as a result of (i) non-compliance by Client and/or any Authorized Users with any provision of the Agreement; (ii) incompatibility of Client's equipment with the Application; (iii) actions or inactions of Client or third parties; (iv) Client's use of the Service after CONVLY has advised Client to modify its use of the Application, if Client did not modify its use as advised; (v) acts or omissions of Client or Authorized Users, or anyone gaining access to the Application by means of Client's Login Details or equipment; (vi) performance of Client's systems or the Internet; (vii) any systemic Internet failures; (viii) network unavailability or Client's bandwidth limitations; or (ix) Scheduled Downtime.

CONVLY will use reasonable efforts to provide technical support to the Administrators and Owners during Business Hours upon request made to CONVLY as indicated on the page "Contact". Support covers issues related to the setup and normal operation of the Service within the announced Service scope. The Administrators must provide all reasonably necessary information for the identification and resolution of any support request. The Client is informed that CONVLY does not commit to any service levels agreement (SLA) with regard to response times and the resolution of any technical issue encountered by the Application. Priority support and specific contact terms may be available depending on the selected Subscription Plan.

CONVLY may update, enhance or modify the Service, including integrations and underlying architecture, at any time at its discretion. The Client acknowledges that it may be required to update Client's version of the Application to continue receiving support.

7 Usage Restrictions and Compliance

The Client undertakes to, and warrants that Authorised Users undertake to:

1. Comply strictly with these Terms and the applicable policies of Third-Party Applications;
2. Do not copy, modify, adapt, translate or create derivative works based on the Application or Service;
3. Do not access or use the Application to build a similar or competitive product or service;
4. Do not rent, assign, sublicense, sell, publish, transfer, grant access, or otherwise make the Application or Service available to third parties;
5. Do not attempt to reverse-engineer, decompile, disassemble, or otherwise access source code or technical components of the Application, except as permitted by mandatory applicable law;
6. Do not remove, hide, or alter any intellectual property, trademark or proprietary notices from the Application;
7. Do not use the Service or Application in connection with any unlawful activity, infringement of intellectual property rights or privacy rights, or any other action prohibited by law or this Terms;
8. Do not introduce or propagate any Virus or malicious code, attempt to gain unauthorised access, or otherwise disrupt or interfere with the Application or the integrity, security and performance of the Service or Third-Party Applications;
9. Do not engage in exchanges with persons who have not consented to them or any unsolicited mass distribution of messages, or post or transmit "spam" or promotional offers;
10. Do not use the Service to transmit, process or store content that is illegal, harmful, defamatory, discriminatory, obscene, offensive, inappropriate, pornographic, abusive, harassing, threatening, invasive of privacy, or otherwise objectionable or in any way prohibited under these Terms or applicable law;
11. Do not use the Service to attempt to substitute, replicate, or clone the user experience of Third-Party Applications independently from the permitted Service;
12. Do not circumvent, mask or conceal their own identity, or impersonate any entity or user, when using the Service.

The Client is solely responsible for all activities that occur through the use of the Service. The Client shall ensure that all access and use of the Application by Authorized Users is in accordance with the terms and conditions of the Agreement. The Client assumes full responsibility for any act, omission or breach committed by its Authorised Users in connection with the Service.

If the Client, or one of its Authorised Users, breaches these Terms or any applicable law or policy, CONVLY reserves the right, without prejudice to its other remedies, to temporarily or permanently block the Client's access, suspend accounts, and freeze any subscription pending investigation in accordance with Section 12. Repeated or serious breaches may lead to permanent exclusion from the Service.

Nothing in these Terms shall be interpreted as imposing a general obligation on CONVLY to monitor User Content. If the Client or any User become aware of any proven or suspected violation of these Terms, it shall immediately notify CONVLY and provide its assistance, as requested, to stop or remedy the violation. The report of any violation of these Terms can be made through the reporting tools made available on the Website or by contacting CONVLY. CONVLY will review such reports and take appropriate action in a timely manner, in accordance with applicable law.

8 Audit

CONVLY may monitor the use of the Service by Users in order to ensure the quality and improvement of the Service. CONVLY shall also have the right to audit the Client's use of the Service to ensure compliance with the Agreement and to verify that the number of Authorised Users corresponds to the number of Seats.

Information obtained during audits will be treated confidentially and shared or processed internally only as needed to determine whether the use of the Services complies with this Agreement. CONVLY may share information from audits with third parties solely when necessary to pursue claims against the Client.

9 Intellectual Property

CONVLY is the owner or licensee of all intellectual property rights attached to the Service, its trademarks or any other related assets. In particular, the visual interfaces, design, compilation of information and documentation, computer code, products, software, services and models included in the Service are the property of CONVLY or its licensors and are protected by copyright. These Terms do not grant Client any right of ownership on these rights.

The Client will use commercially reasonable efforts to safeguard the Application (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. The Client will promptly notify CONVLY if the Client or any Authorized User becomes aware of any actual or suspected infringement of CONVLY's intellectual property rights set forth above.

If the Client or any User sends or transmits any communications or materials to CONVLY by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. The Client hereby assigns to CONVLY on the Client's behalf, and on behalf of Authorized Users, all right, title, and interest in, and to, the Feedback. CONVLY shall have the right, but no obligation, to use without any attribution or compensation to the Client or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

Unless otherwise agreed in writing, CONVLY may reference the Client's name, trade name and/or logo in its promotional, business development and reference materials as a user of the Service.

10 User Content and User Data

The Client is the sole owner of the User Content.

Each party undertakes to implement industry-standard security measures to protect the confidentiality, integrity and availability of User Content during the use of the Service.

CONVLY acts solely as a routing and interoperability layer and does not host, archive or permanently store any User Content. The Client retains full responsibility for securing User Content stored in Third-Party Applications and performing all appropriate backups of the User Content.

CONVLY retains only necessary User Data (e.g., timestamps, sender/recipients IDs, channel references, and delivery logs) to enable interoperability encrypted and authentication tokens required for maintaining integrations. Tokens are refreshed or replaced based on Third-Party Applications authentication requirements.

The Client also grants CONVLY a non-exclusive, worldwide, free-of-charge licence to access, transmit, host, analyse and use the User Data:

1. To provide, develop and improve the Service;
2. To produce statistical reports and analytics, provided that User Data is anonymised and aggregated.

For the avoidance of doubt, CONVLY will not access or use any other User Data than the technical usage metadata.

11 Personal Data Protection

The Client acknowledges and accepts CONVLY's Privacy Policy, Cookie Policy and Data Security Policy, as referenced in these Terms. Current versions are available at conv.ly/privacy-policy, conv.ly/cookies and conv.ly/security.

With respect to any Personal Data processed for the purposes of the Client Account management (including business contact data for staff or representatives), each party acts as independent controller pursuant to applicable data protection law. Such data is processed by CONVLY solely for contract management and administration and for the duration of the contractual relationship, with further retention only in accordance with legal prescription periods.

The Client undertakes to inform any Authorised User not to disclose Personal Data (other than basic business contact details) in the course of using the integrations, unless such processing is strictly necessary and has been subject to prior information as established in CONVLY's Privacy Policy. The Client must further ensure that the Authorized Users have read the Privacy Policy and are informed of their rights under applicable data protection law.

To exercise rights of access, correction, erasure or restriction under the GDPR, the Client and any Authorized User may contact CONVLY at privacy@conv.ly. CONVLY may require proof of identity prior to responding to such requests. The Client undertakes to inform its Authorized Users of their rights and the means of exercising those rights under applicable law.

More details regarding GDPR can be found at conv.ly/privacy-policy.

The parties agree to promptly notify each other in the event of any unauthorised use, disclosure or access of Personal Data related to the Service ("Personal Data Incident"). Notifications to affected Authorized Users or data subjects may be provided via email or electronic notification.

12 Suspension

CONVLY may suspend access to the Application immediately upon notice if CONVLY reasonably concludes that Client's or any Authorized Users' use of the Application (i) poses a security risk to the Application or any Third Party Application, (ii) could adversely impact CONVLY's systems, the Application or the systems or content of any other client or Third Party, (iii) could subject CONVLY or any Third Party to liability, or (iv) could be illegal or fraudulent.

In the event that CONVLY suspends access to Application, CONVLY will use commercially reasonable efforts to work with the Client to resolve the issues causing the suspension. The Client agrees that CONVLY shall not be liable to the Client for any suspension under such circumstances as described in this Section 12. Any suspension hereunder shall not excuse the Client from the Client's obligation to make payments under the Agreement, nor entitle the Client to any reimbursement.

13 Termination

The Client Subscription constitutes a firm and irrevocable commitment to pay all the Fees during the agreed Subscription Period.

The Client Subscription will be automatically renewed for additional consecutive periods of the same duration as the then-current Subscription Period, unless termination request, which must be notified no later than forty-eight (48) hours before renewal.

Unless otherwise specified, any reference to time in an Order Form, Subscription or any notification shall be deemed to refer to the time in France (Central European Time – CET).

The Client may terminate the Service at any time via the "Plans" section of the Application. In such case, the Fee paid for the then-current Subscription Period shall remain to CONVLY and shall not be refunded.

By way of exception to the above, either party may terminate the Agreement in the event the other fails to fulfil any material obligation, subject to a written notice specifying the breach and a cure period of at least ten (10) Business Days. If the breach is not remediated within this period or such other period as may be agreed, the non-breaching party may terminate the Agreement with immediate effect. In case of persistent default, excessive or abusive use of the Application including, but not limited to, any breach to Section 7, or legal or regulatory changes making performance impossible, CONVLY may, without notice, suspend or terminate the Agreement and all access rights to the Service.

Upon expiration or termination of the Agreement for any reason, all licenses and rights granted to the Client cease with immediate effect, and the Client must discontinue all use of the Service. Termination does not affect any outstanding payment or accrued right, and all outstanding fees become immediately due. Termination does not affect either party's right to remedies at law or in equity.

14 Warranties and Limitation of Liability

The Service is provided strictly "as is" and "as available". To the maximum extent permitted by applicable law, CONVLY makes no warranties, express or implied, with respect to Service quality, merchantability, fitness for purpose, security, continuity, or any specific outcome. In particular, CONVLY does not warrant that the Service, integrations, or any data processed or made available will always be accurate, complete, uninterrupted, secure, or error-free, or that defects will be corrected.

To the fullest extent permitted by law, CONVLY, its employees and subcontractors shall not be liable for any direct or indirect, special, incidental or consequential damages, including but not limited to loss or interruption of business, profits or data, arising out of or related to the use or inability to use the Service, integrations with Third-Party Applications, or otherwise under the Terms, even if advised of the possibility of such damages.

In addition, CONVLY will not be responsible for any interruptions, delays, failures, or non-availability affecting the Application or the performance of the Service which are caused by (i) third party services (including Third Party Application), (ii) errors or bugs in third party software, hardware, or (iii) any changes to Service made by or on behalf of the Client, and the Client acknowledges that CONVLY does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet. In particular, CONVLY does not guarantee exact, complete or real-time synchronization of messages or data between Third-Party Applications and the Client acknowledges that discrepancies, delays, duplications or omissions may occur. Also, CONVLY shall not be responsible for any misinterpretation, loss of context, or unintended disclosure resulting from message transformation or synchronization across Third Party Applications.

In any case, CONVLY's aggregate liability for all claims, damages or compensation in connection with an Agreement shall under no circumstance exceed (i) in the event of interruption of the Service, the Fee paid by the Client during the period of interruption and (ii) in other cases, the Fee paid for a Subscription Period of one month. Damages are combined for the purpose of this cap irrespective of the number or nature of events. This limitation shall not apply in cases of gross negligence, wilful misconduct or personal injury or events for which the enforcement of such limitations on liability is not permitted by the applicable law.

The Client agrees to defend, indemnify and hold harmless CONVLY, its employees, representatives and licensors from any claim, suit, loss or liability arising out of or in connection with: (i) Client's misuse of the Service, (ii) breaches of these Terms by the Client or Authorised Users, (iii) integration or automation actions causing damage to Third-Party Applications or Third Parties, and (iv) any violation of law or applicable data protection regulation.

15 General Provisions

CONVLY shall not be liable for any delay in performing, or failure to perform, its obligations under these Terms if such delay or failure arises from a Force Majeure Event. If a delay is caused, CONVLY shall be entitled to a reasonable extension of time for performing its obligations. If the period of delay or non-performance continues for sixty (60) days, either party may terminate the Agreement by giving thirty (30) days' written notice to the other party which shall take effect only if the circumstances delaying or preventing performance exist at the expiry of that notice period.

These Terms, together with any Order Form and referenced policies, constitute the entire agreement between the parties and supersede any prior agreements or understandings, oral or written, concerning the Service. In case of conflict between the above-mentioned documents, the Terms prevail.

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The fact that a party does not enforce a right at any time shall not be deemed a waiver.

It is understood that in the event these Terms are translated into another language, the English version shall prevail.

These Terms are governed by and construed in accordance with French law. In the absence of an amicable settlement within three (3) months of the first notification of any dispute, the competent court in the jurisdiction of CONVLY's registered office shall have exclusive jurisdiction. Such relevant courts shall also have jurisdiction on interim measures including for purposes of protective measures as well as summary procedures, ex parte procedures, impleader or multiplicity of defendants.