General Terms of Use and Sale

These General Terms (the “Terms”) are issued by DARYL, a French Société par Actions Simplifiée with share capital of €10,000, registered office at Village by CA – 11 cours du 30 Juillet, 33000 Bordeaux, registered with the Bordeaux Trade Register under no. 933 503 427, chaired by AURIA, represented by Mr Samuel Boury (“DARYL”).

DARYL publishes and operates a SaaS multi-agent AI assistant for professionals who manufacture or sell products and services (the “Platform”).

These Terms define the technical, legal and financial conditions under which DARYL makes its AI Platform available to the Customer. They constitute the entire agreement between the Parties and supersede any prior document.

The Platform allows business Customers to:

• run AI-assisted technical diagnostics;
• generate budgetary quotes;
• improve domain knowledge management.

Capitalised terms shall have the following meanings:

• Subscription: Paid plan taken out by the Customer granting access to the Services for a set period.
• Defect: Reproducible malfunction of the Platform, classified by severity (Blocking, Semi-blocking, Minor).
• Customer: Any business entity subscribing to the Services for its internal needs.
• Customer Content: All data, documents, technical knowledge bases and information uploaded by the Customer to the Platform.
• Generated Results: Texts, pricings, diagnostics or documents produced by the Platform's AI agents.
• User: Individual (employee or agent of the Customer) authorised to access the Platform under the Customer's responsibility.

Access to the Platform is strictly reserved for business users. The Customer designates a primary Administrator to manage User access.

Registration requires the creation of a secure Administrator Account. The Customer warrants the accuracy of the information provided and undertakes to keep its credentials confidential. DARYL cannot be held liable for any loss or theft of credentials or fraudulent use of the account.

The Subscription is entered into for an Initial Period of one (1) year, unless otherwise stated in the quote.

It then automatically renews for successive periods of the same duration (the “Renewal Period”), unless either Party terminates it by email sent at least one (1) month before the end of the then-current period.

The Customer undertakes to:

• provide accurate, complete and up-to-date data;
• use the Platform in compliance with applicable regulations;
• ensure human validation of generated content before any distribution or transmission.

6.1. Price and invoicing

The price of the Services is set out in the quote accepted by the Customer. Prices are in euros and exclude taxes.

The Subscription is payable in advance. The invoice is issued at the start of each Period and payable within thirty (30) days.

6.2. Late payment

Any late payment automatically entails, without prior notice:

• immediate payability of all amounts due;
• late-payment interest equal to five (5) times the statutory interest rate;
• a flat fee of forty (40) euros for collection costs;
• DARYL's right to suspend access to the Services until full payment.

6.3. Price revision

DARYL reserves the right to revise its prices at each renewal. The Customer will be notified of any price change at least thirty (30) days before it takes effect. In case of refusal, the Customer may terminate the subscription at the end of the current period.

7.1. Availability

DARYL undertakes a strengthened obligation of means to ensure the availability of the Platform. The availability target is set at 99.9% on an annual basis, excluding planned maintenance windows and force majeure events.

If this commitment is not met (unavailability not attributable to the Customer or to a third-party hosting provider), DARYL will grant the following service credits, applicable on the next invoice:

• 10% of the prorated monthly Subscription if availability is between 98% and 99.8%;
• 20% of the prorated monthly Subscription if availability is between 95% and 98%;
• 40% of the prorated monthly Subscription if availability is below 95%.

7.2. Defect handling

Technical support is available by email (support@daryl-ai.com). DARYL undertakes to handle Defects within the following time frames:

• Blocking Defect (total inability to use the Service): correction or workaround within 24 business hours;
• Semi-blocking Defect (essential features impaired but usage possible): correction within 48 business hours;
• Minor Defect: correction in the next scheduled update.

Essential clause: The Customer expressly acknowledges and accepts the characteristics and inherent limitations of the generative AI technologies (LLMs, probabilistic models) used by DARYL.

• Nature of Results: Generated Results (diagnostics, plans, quotes) are probabilistic estimates and decision-support outputs. They do not constitute certified technical expertise or any firm contractual commitment from DARYL.
• Mandatory Human Validation: The Customer must have all Generated Results verified and validated by a qualified professional before any commercial, industrial or technical use.
• Liability exclusion: DARYL cannot be held liable for damaging consequences (pricing errors, incomplete diagnostics, financial losses) resulting from the Customer's use of Generated Results that have not been validated by a human. DARYL is subject to an obligation of means only, with no obligation of result regarding the relevance of AI answers.

9.1. DARYL's ownership

The Platform, its source code, algorithms, interfaces and the know-how relating to AI agents remain DARYL's exclusive property. “DARYL” is a trademark registered with the French INPI. The Customer is granted only a personal, non-exclusive, non-transferable right of use for the duration of the Subscription.

9.2. Customer data

The Customer remains the sole owner of the Customer Content uploaded to the Platform.

Customer Content is used exclusively to feed the knowledge base and AI features dedicated to the Customer. It remains under the Customer's exclusive control and is not shared with other customers, transferred or resold to third parties.

For the purpose of continuous software improvement (bug fixes, performance optimisation, feature evolution), the Customer authorises DARYL to use, in a strictly anonymised and aggregated form, technical data and usage statistics from the Platform. This authorisation excludes any use of Customer Content for shared machine learning purposes.

10.1. Data protection

The processing of personal data collected through use of the Platform is governed by the Privacy Policy.

DARYL undertakes to comply with the GDPR and not to use Customer data for any purpose other than performance of the service.

10.2. Hosting and security

Data is hosted on secure servers located in France (Microsoft Azure France). DARYL implements state-of-the-art technical measures to ensure data security.

Each Party undertakes to keep strictly confidential all information received from the other Party (trade secrets, technical data, strategy) during the term of the contract and for three (3) years thereafter.

DARYL's overall liability, all causes combined, is expressly limited to direct damages suffered by the Customer and capped at the amount actually paid by the Customer for the Subscription over the twelve (12) months preceding the triggering event.

DARYL is not liable for indirect damages, including loss of profit, loss of opportunity or commercial loss.

Upon termination of the Subscription, for any reason, DARYL undertakes to allow the Customer to retrieve all of its Customer Content. Return will be performed in a standard market format (such as CSV or JSON), upon Customer request made within thirty (30) days following contract termination.

The Customer expressly undertakes not to solicit for hire or directly or indirectly hire any employee or collaborator of DARYL. This restriction applies throughout the contract and for twenty-four (24) months thereafter.

Unless the Customer expressly notifies otherwise in writing, the Customer authorises DARYL to use its corporate name, trademark and logo as a commercial reference. This authorisation allows DARYL to cite the Customer on its communication materials (website, brochures, presentations, social media), throughout the contract and for three (3) years thereafter.

These Terms are governed by French law.

In the event of a dispute, and failing an amicable resolution, exclusive jurisdiction is granted to the Commercial Court of Bordeaux, notwithstanding multiple defendants or third-party claims.