Terms of Service

AI Conversational Agent — NoviaMind

Effective date: 31 March 2026

PREAMBLE

These general terms and conditions of use and sale (hereinafter referred to as the "T&Cs") set out the terms and conditions governing the use of the artificial intelligence-based conversational agent service (hereinafter referred to as the "AI Agent") and the subscription to related plans, offered by NoviaMind SAS (hereinafter referred to as the "Company" or "NoviaMind").

The AI Agent is an automated service enabling businesses (hereinafter referred to as "Clients" or "Users") to optimise the management of their customer and prospect relationships, qualify leads, gather information and schedule appointments, by means of artificial intelligence voice agents.

By subscribing to a plan and/or using the AI Agent, you accept these T&Cs without reservation. If you do not accept these terms, you must not use this service or subscribe to a plan.

ARTICLE 1: DEFINITIONS

In these T&Cs, the following terms shall have the meanings set out below:

"AI Agent": Refers to the voice-based conversational artificial intelligence service developed by the Company, enabling telephone interaction with Clients' Contacts to respond to their requests, qualify their needs and schedule appointments.

"Subscription": Refers to the contract whereby the Client subscribes to the AI Agent Services for a specified period and according to a specified pricing plan.

"Client" or "User": Refers to any legal entity or natural person of legal age acting in the course of their professional activity, who subscribes to a Subscription and uses the AI Agent.

"Client Content": Refers to all information, text, images and data provided by the Client for the configuration of, or during interaction with, the AI Agent, as well as data collected by the AI Agent on behalf of the Client.

"Conversation": Refers to the voice exchange between a Contact and the AI Agent, whether an incoming call (received by the AI Agent) or an outgoing call (made by the AI Agent).

"Contact": Refers to any natural or legal person (customer, prospect or any third party) interacting by telephone with the AI Agent deployed by a Client.

"Integrations": Refers to the connections between the Service and the Client's third-party platforms (CRM, calendars, etc.) enabling data synchronisation.

"Plan": Refers to the various Subscription offers proposed by NoviaMind, detailing features, limits (particularly in terms of Conversation minutes) and prices.

"Services": Refers to all functionalities offered by the AI Agent as part of a Subscription, including Integrations.

"Website": Refers to the Company's website, accessible at https://noviamind.ai.

"Stripe": Refers to Stripe Payments Europe, Ltd., the payment service provider used by NoviaMind for processing Subscription payments.

ARTICLE 2: PURPOSE AND DESCRIPTION OF SERVICES

NoviaMind provides an AI Agent enabling Clients to:

  • Automate the answering of incoming calls and make outgoing calls to Contacts, 24/7.
  • Qualify leads according to criteria predefined by the Client.
  • Gather relevant information about Contacts.
  • Schedule appointments for the Client's staff.
  • Integrate with the Client's CRM tools (depending on Plans and technical compatibility).
  • Connect to the Client's calendars for automated appointment management.

Supported Integrations: the Service may connect, depending on Plans and technical compatibility, to the following third-party platforms (non-exhaustive list):

  • Calendars: Google Calendar, Microsoft Outlook, Apple Calendar (iCloud).
  • CRM: Apimo, HubSpot, Modelo, Bitrix24, and other platforms as the Service evolves.

Activation of an Integration by the Client may result in the transfer of personal data to the relevant third-party platform. The Client is informed that some of these platforms are located outside the European Union (see Article 7 and the Privacy Policy).

The specifics of the Services included in each Subscription Plan are detailed on the Website and/or in the commercial proposal sent to the Client.

ARTICLE 3: SUBSCRIPTIONS

3.1. Subscription Plans

NoviaMind offers several Subscription Plans (e.g. "Discovery", "Standard", etc.). Each Plan includes:

  • A specific set of features.
  • A defined volume of Conversation minutes per month. Minute calculation is performed according to the terms specified at the time of subscription.
  • Specific options (e.g. number of users, available Integrations, level of support, etc.).

Details of each Plan are presented on the Website or in NoviaMind's commercial documentation. The Client selects the Plan best suited to their needs.

3.2. Subscription Registration

Subscription registration is carried out online via the Website or by signing an order form. The Client must provide accurate, complete and up-to-date information. Validation of the order and payment of the first instalment constitutes full and unconditional acceptance of these T&Cs. NoviaMind reserves the right to refuse any subscription for legitimate reasons.

3.3. Subscription Duration

Subscriptions are offered for an initial period of:

  • Monthly: the Subscription is taken out for a period of one (1) calendar month.
  • Annual: the Subscription is taken out for a period of twelve (12) calendar months. Annual payment may entitle the Client to a reduction on the monthly rate, as indicated on the Website.

The Subscription period begins on the date of confirmation of the subscription by NoviaMind and receipt of the first payment.

3.4. Subscription Renewal

Unless terminated by either party under the conditions set out below, the Subscription is renewed by tacit renewal for successive periods of the same duration as the initial period (monthly or annual).

The Client may oppose tacit renewal by notifying NoviaMind in writing directly from their user account no later than three (3) days before the expiry date of the current contractual period for a monthly subscription, and no later than fifteen (15) days before the expiry date for an annual subscription.

NoviaMind will endeavour to inform the Client, by email, of their ability not to renew the contract, before the non-renewal deadline.

3.5. Usage Monitoring, Excess and Service Continuity

3.5.1. Usage alerts — To enable the Client to manage their budget and Service usage, NoviaMind implements a proactive alert system. The Client will be notified by email (to the account administrator's address) as the volume of Conversation minutes included in their Plan approaches exhaustion, and upon reaching the total volume.

3.5.2. Maximum volume reached and AI Agent suspension — Once the volume of minutes included in the current Plan has been fully consumed, the artificial intelligence functionalities (AI Agent) are automatically suspended until the next billing cycle, thereby protecting the Client from unforeseen overage charges.

3.5.3. Service Continuity (Call Forwarding in Degraded Mode) — To ensure continuity of the Client's business, the Service automatically switches to "Degraded Mode" when the AI Agent is suspended. In this mode, all incoming calls are automatically redirected (unconditional call forwarding) to the backup telephone number previously entered by the Client in their interface.

3.5.4. Routing Conditions and Security — Implementation of this call forwarding in Degraded Mode is subject to the following strict conditions:

  • The forwarding number must be a standard landline or mobile number located in the Client's country of domicile within the European Union, strictly excluding any premium-rate, special or international numbers.
  • Any telecoms routing charges related to this call forwarding are subject to the pricing conditions of the Plan subscribed to by the Client, as detailed on the Website at the time of use.
  • NoviaMind reserves the right to suspend this call forwarding in the event of manifestly abusive, abnormal or fraudulent use diverting the Service from its primary purpose.

3.5.5. AI Agent Restoration — At any time, the Client may restore the AI Agent functionalities and exit Degraded Mode before the end of their current cycle, by purchasing a minute top-up or upgrading to a higher Subscription Plan from their administration dashboard.

3.6. Evolution of Offers and Services

NoviaMind reserves the right to evolve its Plans, Services and features, particularly for technical, regulatory or commercial reasons. In the event of a substantial modification to a Plan during a current Subscription, NoviaMind will inform the Client by email at least ten (10) days before it takes effect. If the Client does not accept these modifications, they may terminate their Subscription under the conditions of Article 8. Continued use of the Services after the modifications take effect shall constitute acceptance thereof.

ARTICLE 4: FREE TRIAL OFFER

4.1. Eligibility Conditions

NoviaMind may offer a free trial to allow new Clients to test the AI Agent. The duration of the trial and the features included are specified on the Website at the time of registration. Unless otherwise stated in writing, the trial is limited to one per Client (same SIRET number, same domain name or same ownership structure). Unless otherwise stated in writing, the free trial is limited to a maximum usage volume of sixty (60) minutes of Conversation generated by the AI Agent. Once this minute cap is reached, the provision of Services is immediately and automatically suspended, even if the calendar duration of the trial has not yet elapsed.

4.2. Payment Method Required

To benefit from the free trial, the Client must provide valid payment method information via the Stripe payment service. No Subscription fees will be charged during the free trial period for the Plan selected at the time of trial registration.

4.3. Transition to Paid Subscription

AT THE END OF THE FREE TRIAL PERIOD, AND UNLESS THE CLIENT CANCELS BEFORE THIS DEADLINE IN ACCORDANCE WITH THE TERMS BELOW, THE TRIAL WILL BE AUTOMATICALLY CONVERTED INTO A PAID SUBSCRIPTION CORRESPONDING TO THE PLAN SELECTED BY THE CLIENT AT THE TIME OF TRIAL REGISTRATION. THE AMOUNT CORRESPONDING TO THE FIRST INSTALMENT OF THIS PLAN (MONTHLY OR ANNUAL, ACCORDING TO THE INITIAL CHOICE) WILL THEN BE IMMEDIATELY CHARGED TO THE PAYMENT METHOD PROVIDED.

4.4. Trial Cancellation Terms

The Client may cancel their trial at any time before the end of the trial period to avoid conversion to a paid Subscription and the associated charge. Cancellation may be carried out from the client dashboard on the Website or by contacting NoviaMind customer support.

ARTICLE 5: PRICING AND PAYMENT

5.1. Prices

Subscription prices are displayed on the Website in Euros (€) and are exclusive of taxes (HT), unless otherwise indicated. Value Added Tax (VAT) at the rate in force on the date of invoicing will be applied in addition. For Clients located outside France, the applicable VAT territoriality rules will apply. NoviaMind reserves the right to modify its prices. In the event of a price change, Clients with current Subscriptions will be informed by email at least fifteen (15) days before the new prices take effect for their next renewal period. Clients who do not accept the new prices may terminate their Subscription in accordance with Article 8.

5.2. Payment Terms

Subscription payment is made in advance (payable at the beginning of the period), monthly or annually according to the Plan and frequency chosen by the Client. The first payment is due on the date of subscription or, in the case of a trial, on the date of conversion to a paid Subscription. Subsequent payments will be automatically debited on the anniversary date of the subscription (monthly or annual).

5.3. Payment Methods and Stripe

Payments are made by bank card or any other method accepted by NoviaMind, via the secure Stripe payment platform. By providing their payment information, the Client authorises NoviaMind, through Stripe, to debit their payment method for the amount of the Subscription and all applicable charges. The Client is informed that NoviaMind does not store any banking information. All payment transactions are processed and secured by Stripe. By using the payment service, the Client agrees to be bound by Stripe's Terms of Service, accessible on the Stripe website. NoviaMind shall not be held liable for any malfunction attributable to the Stripe payment service.

5.4. Invoicing

Invoices are issued by NoviaMind and made available to the Client electronically in their client dashboard on the Website after each payment. The Client expressly agrees to receive electronic invoices.

5.5. Late or Failed Payment

In the event of late or failed payment, in whole or in part, of an instalment:

  • Late payment penalties will be applied, calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, as well as a fixed compensation of 40 euros for recovery costs, in accordance with Article L. 441-10 of the French Commercial Code. These penalties are due automatically without any reminder being necessary.
  • NoviaMind reserves the right, after sending a formal notice by email that remains unanswered for eight (8) days, to suspend the Client's access to the Services until full settlement of the amounts due.
  • In the event of persistent non-payment ten (10) days after the formal notice, NoviaMind may terminate the Subscription as of right, without prejudice to any damages.
  • Contentious recovery costs shall be borne by the Client.

ARTICLE 6: ACCESS AND USE OF SERVICES

6.1. Access Conditions

Access to the Services requires the Client to have internet access and compatible computer equipment. The associated costs are at the Client's sole expense. The Client is responsible for creating and securing their login credentials for their NoviaMind account.

6.2. User Obligations

By using the AI Agent, the Client undertakes to:

  • Provide accurate, up-to-date and complete information necessary for the configuration and proper functioning of the AI Agent.
  • Use the Services in accordance with their intended purpose, these T&Cs and applicable laws and regulations, including Regulation (EU) 2024/1689 on artificial intelligence (the "AI Regulation").
  • Ensure that Contacts are informed, at the beginning of each Conversation, that they are interacting with an artificial intelligence system, in accordance with Article 50 of the AI Regulation. NoviaMind includes an automatic identification announcement at the start of calls; the Client shall not disable or modify it in a way that conceals the artificial nature of the AI Agent.
  • Inform Contacts of the recording of Conversations and of their rights regarding personal data, in accordance with the GDPR and applicable regulations.
  • Not use the Services for illegal, fraudulent, defamatory, obscene purposes, or in a manner infringing third-party rights.
  • Not attempt to interfere with the normal operation of the AI Agent or NoviaMind's systems.
  • Not use automated methods (robots, scripts) to extract data or interact abusively with the AI Agent, unless expressly authorised by NoviaMind.
  • Ensure that they have all rights and authorisations necessary (particularly with respect to the protection of the personal data of their own Contacts) to use the AI Agent and process Client Content.

6.3. Prohibited Conduct

The following are expressly prohibited:

  • Any attempt to gain unauthorised access to systems or networks connected to the AI Agent.
  • The reproduction, modification, distribution or resale of the Services or any element of the AI Agent without prior written authorisation from NoviaMind.
  • Circumvention of security measures or usage limitations of the Services.

ARTICLE 7: CONFIDENTIALITY AND PERSONAL DATA PROTECTION

7.1. Processing of Personal Data by NoviaMind

NoviaMind, as data controller, processes the personal data of the Client's representatives (contact persons, account users) for the purposes of managing the contractual relationship, providing the Services, invoicing, support and commercial information. This processing is based on the performance of the contract and NoviaMind's legitimate interest.

7.2. Processing of Personal Data by the AI Agent on Behalf of the Client

In the context of use of the AI Agent, the Client is the data controller for the personal data of its Contacts collected and processed by the AI Agent. NoviaMind acts as data processor on behalf of the Client.

The respective obligations of the parties in this regard are defined in the Data Processing Agreement (DPA) appended hereto or available on the Website, which forms an integral part of the T&Cs. The Client undertakes to comply with all its obligations as data controller (informing data subjects, obtaining consent where necessary, etc.).

7.3. Integrations and Data Transfers

When the Client activates an Integration (CRM, calendar), personal data of Contacts may be transferred to the connected third-party platform. The Client, as data controller, acknowledges having been informed that certain platforms (Google, Microsoft, Apple, HubSpot, Bitrix24) may process data outside the European Union, under the conditions described in the Privacy Policy and the DPA. Activation of the Integration by the Client constitutes an instruction to NoviaMind, as data processor, to carry out this transfer.

7.4. Privacy Policy

The terms of collection, processing and retention of personal data and the rights of data subjects are detailed in NoviaMind's Privacy Policy, accessible on the Website at https://noviamind.ai/privacy-policy, and in the DPA.

7.5. Recording of Conversations

The Client is informed and agrees that Conversations between its Contacts and the AI Agent are recorded and retained by NoviaMind (acting as data processor) for the following purposes:

  • Provision of the Service to the Client (access to exchange history).
  • Improvement of service quality and artificial intelligence algorithms (for this improvement purpose, NoviaMind acts as a separate data controller, on the basis of its legitimate interest — see DPA and Privacy Policy).
  • Compliance with legal and regulatory obligations.

Retention periods are specified in the Privacy Policy and the DPA. The Client is responsible for informing its Contacts of this recording in accordance with applicable regulations.

7.6. Transparency and the AI Regulation

In its capacity as provider within the meaning of Regulation (EU) 2024/1689, NoviaMind undertakes to:

  • Include in the AI Agent an automatic announcement informing Contacts that they are interacting with an artificial intelligence system, in accordance with Article 50 of said Regulation.
  • Inform the Client, in its capacity as deployer, of its own obligations under the AI Regulation, particularly regarding transparency and human oversight.

The Client, in its capacity as deployer of the AI system, undertakes not to disable, circumvent or modify the transparency mechanisms integrated by NoviaMind.

ARTICLE 8: TERMINATION

8.1. Termination by the Client

The Client may terminate their Subscription:

  • At any time in the case of a monthly Subscription, with termination taking effect at the end of the current monthly period, subject to having notified NoviaMind in accordance with the terms of Article 3.4 (non-renewal).
  • At the end of the initial period or each renewal period in the case of an annual Subscription, by respecting the notice period indicated in Article 3.4.
  • In the event of a serious breach by NoviaMind of its contractual obligations, not remedied within ten (10) days after formal notice by registered letter with acknowledgement of receipt.
  • In the event of refusal of substantial modifications to the Services or pricing by NoviaMind, by notifying their decision before the effective date of said modifications.

Except in the event of termination for serious breach by NoviaMind, termination by the Client does not give rise to any refund of amounts already paid for the current period.

8.2. Termination or Suspension by NoviaMind

NoviaMind reserves the right to suspend access to the Services or terminate the Subscription as of right, without notice or compensation (except in cases of termination without fault on the Client's part, where a pro rata refund may be considered for amounts paid in advance), particularly in the event of:

  • Violation of these T&Cs by the Client.
  • Non-payment of amounts due in accordance with Article 5.5.
  • Fraudulent, abusive or unlawful use of the AI Agent.
  • Violation by the Client of its obligations under the AI Regulation, particularly the disabling or circumvention of transparency mechanisms.
  • Requests from judicial or administrative authorities.
  • Cessation of the Client's business.
  • Force majeure, as defined in Article 11.

NoviaMind will notify the Client of its decision by email. In the event of suspension for a reason attributable to the Client, the suspension does not extend the duration of the Subscription.

8.3. Consequences of Termination

On the effective date of termination, whatever the cause, the Client's access to the Services will be deactivated. The Client is responsible for retrieving their Client Content before the effective termination date. With regard to personal data, the Client has a period of thirty (30) days after the effective termination date to notify NoviaMind of their choice between return and destruction, in accordance with the DPA. In the absence of a choice within this period, NoviaMind will proceed with the destruction of the data, subject to the legal archival periods set out in the Privacy Policy and the DPA. Payment obligations for amounts due up to the effective termination date remain enforceable.

ARTICLE 9: INTELLECTUAL PROPERTY

9.1. NoviaMind's Property

The AI Agent, its structure, interface, features, software, trademarks, logos, domain names and all content (text, images, videos, know-how, etc.) created by or for the Company and constituting the Services are and remain the exclusive property of NoviaMind and/or its partners. They are protected by intellectual property laws. No provision of these T&Cs may be construed as transferring to the Client any intellectual property right over these elements, with the exception of a right of use.

9.2. Service Usage Licence

NoviaMind grants the Client, for the duration of their Subscription and worldwide, a non-exclusive, personal, non-transferable and non-sublicensable licence to use the AI Agent and the Services, in accordance with their intended purpose and these T&Cs, and solely for the Client's internal professional needs.

9.3. Client Content and AI-Generated Content

The Client retains all proprietary rights over the Client Content they provide. They grant NoviaMind a worldwide, non-exclusive, royalty-free licence (apart from the cost of the Subscription) to use, reproduce, host, modify (solely for technical purposes of Service delivery) and display Client Content for the sole purpose of providing and improving the Services to the Client.

Regarding content specifically generated by the AI Agent for the Client in the context of Conversations with its Contacts (e.g. personalised responses, summaries, transcriptions, qualifications), NoviaMind grants the Client a perpetual, non-exclusive and non-transferable licence to use such generated content for the needs of its business, subject to full payment of amounts due for the period during which such content was generated. This licence survives termination of the Subscription.

ARTICLE 10: LIABILITY AND WARRANTIES

10.1. Service Provision

NoviaMind undertakes to deploy the necessary means to ensure the permanence, continuity and quality of the Services. The AI Agent is provided "as is" and "as available". NoviaMind is bound by an obligation of means. NoviaMind does not guarantee that the AI Agent will be free from errors, viruses or malfunctions, nor that its operation will be uninterrupted. Maintenance operations may result in temporary access suspensions. NoviaMind will endeavour to minimise their impact.

10.2. Limitation of Liability

To the extent permitted by applicable law:

  • NoviaMind's liability may only be engaged in the event of proven fault directly attributable to it and having caused direct and certain harm to the Client.
  • Under no circumstances shall NoviaMind be held liable for indirect damages, such as loss of profits, loss of customers, data loss, loss of opportunity, commercial or financial loss, resulting from the use or inability to use the AI Agent, even if NoviaMind has been informed of the possibility of such damages.
  • NoviaMind's total liability, all damages combined, under these T&Cs and the provision of the Services, shall not exceed the total amount actually paid by the Client to NoviaMind for the Subscription for the contractual period (monthly or annual) during which the event giving rise to the damage occurred.

10.3. Accuracy of Information and Decisions

Although NoviaMind endeavours to provide a high-performing AI Agent, it operates on the basis of information provided by the Client and artificial intelligence algorithms. NoviaMind does not guarantee the absolute accuracy, completeness or relevance of the information generated or qualifications made by the AI Agent.

The AI Agent provides information and decision-support tools. It is in no way a substitute for the professional judgement and human expertise of the Client's staff. Clients should not make important business decisions based solely on information provided by the AI Agent without additional verification and analysis by their own teams.

NoviaMind disclaims all liability regarding decisions made by Clients or their Contacts on the basis of information provided by the AI Agent.

10.4. Client's Liability

The Client is solely responsible for their use of the AI Agent, the Client Content they transmit and the AI Agent's interactions with their Contacts. The Client indemnifies NoviaMind against any claim, action or demand for compensation from third parties (including its own Contacts) resulting from the Client's violation of these T&Cs or applicable legislation (particularly regarding personal data protection and the AI Regulation).

ARTICLE 11: FORCE MAJEURE

Neither party shall be held liable for non-performance or delay in the performance of any of its obligations (with the exception of the Client's payment obligation) if such non-performance or delay is due to the occurrence of a force majeure event within the meaning of Article 1218 of the French Civil Code and French case law (e.g. natural disasters, wars, strikes affecting infrastructure, widespread telecommunications failures, large-scale cyberattacks).

The party affected by a force majeure event must inform the other party as soon as possible. Obligations will be suspended for the duration of the force majeure event. If the force majeure event persists beyond thirty (30) days, either party may terminate the Subscription as of right.

ARTICLE 12: AMENDMENT OF T&Cs

NoviaMind reserves the right to amend these T&Cs at any time. The new T&Cs will be brought to the Client's attention by any appropriate means (e.g. notification by email, on the Website or in the client interface) at least fifteen (15) days before they take effect.

If the Client does not accept the new T&Cs, they must notify their refusal to NoviaMind before they take effect and may terminate their Subscription, with termination taking effect on the date the new T&Cs come into force. Failing this, continued use of the Services after the effective date of the amendments shall constitute unconditional acceptance of the new T&Cs.

The applicable T&Cs are those in force on the date of subscription or renewal of the Subscription.

ARTICLE 13: MISCELLANEOUS PROVISIONS

13.1. Severability

If one or more provisions of these T&Cs are held to be invalid or declared as such pursuant to a law, regulation or final decision of a court of competent jurisdiction, the remaining provisions shall retain their full force and effect.

13.2. Non-Waiver

The failure of either party to enforce any breach by the other party of any obligation contained in these T&Cs shall not be construed as a waiver of that obligation for the future.

13.3. Subcontracting

NoviaMind reserves the right to subcontract all or part of its obligations under these T&Cs. NoviaMind shall remain liable to the Client for the performance of obligations by its subcontractors.

13.4. Commercial Reference

Unless the Client provides written notice to the contrary, NoviaMind may cite the Client's name as a commercial reference, particularly on its Website and promotional materials.

13.5. Customer Support

NoviaMind provides a customer support service accessible by email at [email protected] and via the Website contact page (https://noviamind.ai/contact), during the hours indicated on the Website. The level of support may vary depending on the Subscription Plan.

ARTICLE 14: GOVERNING LAW AND JURISDICTION

14.1. Governing Law

These T&Cs and all transactions arising therefrom are governed by and subject to French law.

14.2. Amicable Dispute Resolution

In the event of a dispute relating to the interpretation, performance or termination of these T&Cs, the parties shall endeavour to find an amicable solution before commencing legal proceedings. The Client is invited to contact NoviaMind for this purpose.

14.3. Jurisdiction

IN THE ABSENCE OF AN AMICABLE AGREEMENT WITHIN FIFTEEN (15) DAYS OF THE FIRST NOTIFICATION OF THE DISPUTE, ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION, PERFORMANCE OR TERMINATION OF THESE T&Cs SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF NICE, FRANCE, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS.

By subscribing to a Subscription or using the AI Agent, the Client acknowledges having read, understood and accepted these General Terms and Conditions of Use and Sale in their entirety.

Date of last update: 31 March 2026