Terms and Conditions of Sale and Use
Terms and Conditions of Sale and Use
Minari
RCS Nanterre
50 rue Maurice Arnoux, 92120, Montrouge
Effective date: 09/02/2025
Article 1. Object
The purpose of these Terms and Conditions of Sale and Use is to set forth the terms and conditions of Subscription to the Software developed by Minari.
The TCSU are made available to the Customer, who may consult and download them at the time of Subscription. The latest version is also available on the www.minari.ai website.
The TCSU are binding on the Customer, who acknowledges having read them and accepted them unreservedly by electronic means before validating his order.
The TCSU take precedence over all contractual documents issued by the Customer, in particular the Customer's own terms and conditions of purchase, which the Customer expressly acknowledges.
The TCSU may be modified at any time by Minari. In this case, the Customer will be informed of such modifications by any means. Unless the Customer objects in writing within thirty (30) days of being notified, such modifications shall automatically apply to the Customer.
Article 2. Definitions
Capitalized terms in the TCSU have the following meaning:
"Subscription" means the Customer's subscription to the Software ;
"Personal Data Processing Agreement" means the agreement between the Customer and Minari governing the Processing of Personal Data carried out by Minari for the performance of the Services at the request of Users.
"Administrator" refers to the status authorizing the creation of a Collaborator Account and granting all privileges of administration (access, consultation, modification and export of content), configuration and parameterization of the Account;
"TCSU" means the present terms and conditions of sale and use applicable to the Services;
"Customer" means the legal entity or natural person subscribing to a Subscription to the Software for professional purposes, as part of its commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name or on behalf of another professional;
"Collaborator" refers to natural persons employed by the Customer and authorized to use the Software for professional purposes: they have access to an Account configured by the Account Creator or by the Administrator, without administrative rights;
"Account" means a valid account giving access to the Software subscribed to by the Customer;
"Account Creator" refers to the natural person duly authorized by the Customer to carry out the Subscription and to define the Administrator and Collaborator Accounts;
"Effective Date" means the date on which the Subscription is validated online, and, in the case of a Quotation, the date on which it is signed by the Subscriber.
"Personal Data" means any personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) relating to a natural person who is or could be identified ;
"Term" means the firm number of months during which the Customer is authorized to access and use the Software; the initial term of a Subscription is one (1) month or twelve (12) months, renewable under the conditions set out in article 7
"Confidential Information" means all information and/or data, in any form and of any nature whatsoever, including in particular all written or printed documents, computer files, samples, models and/or knowledge whether or not protected by intellectual property rights, as well as all written or oral information, particularly of a commercial, financial, administrative, legal or technical nature, belonging to or relating to a Party, to which the Party communicating such information has unequivocally indicated its confidential nature, or technical nature, belonging to or relating to a Party, to which the other Party will have access in the course of providing the Services, for which the Party communicating such information has unequivocally indicated its confidential nature, or, in the case of oral, visual or written communication, has orally made known its confidential nature at the time of communication;
"Software" refers to the online solution developed by Minari in "software as a service" (SaaS), accessible by connecting to the Site;
"Minari" refers to Minari, a Société par Actions Simplifiées (simplified joint stock company), registered in the Nanterre Trade and Companies Register under number 987 483 450, with its registered office at 50 rue Maurice Arnoux, 92120, Montrouge;
"Parties" refers jointly to Minari and the Customer;
"Prices": refers to the prices of the Services chosen by the Customer;
"GDPR" means Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of Personal Data ;
"Services" means the provision of the Software subscribed to by the Customer. "Site" refers to the Minari website accessible at www.minari.ai ;
"Subscription" means the contractual agreement between the Customer and Minari to use the Software;
"Support" refers to the level of assistance provided to the Customer;
"Users" means the Account Creator, Administrators, Collaborators, as well as persons granted access to the Software by the Customer, under the conditions set out herein (the Customer's own clients and the Customer's chartered accountant).
Article 3. Description of Services
The software developed by Minari offers a cloud-based telephony system for professionals. Minari's features enable users to make and receive calls, record and transcribe them, and leave voice messages.
The Software is made available under the conditions set out in these TCSU.
The Customer acknowledges that he has verified the suitability of the Services for his needs and that he has received from Minari all the information and advice necessary to subscribe to the Services with full knowledge of the facts.
Article 4. Subscription and access to Services
4.1. Site and Services reserved for professionals
The Site and Services are designed for and intended for professional use, and are therefore intended exclusively for professionals in the course of their business.
4.2. Opening an account
The Customer submits a written Subscription request to Minari, who will send back, by any useful means, a link allowing the Customer to activate his Account, as well as to choose a password.
Minari reserves the right to refuse a Subscription application for legitimate reasons, in particular in the event of doubt as to the Customer's identity or capacity to commit, inaccurate declarations or refusal to provide the requested documents.
By subscribing to the Services, the Account Creator accepts the TCSU in order to access the Software.
The Account Creator must be legally capable of contracting, have the necessary authority to bind the Customer and be subject to all applicable laws.
To open a Creator Account, the Customer undertakes to provide accurate and complete information about his/her identity, and to inform Minari of any changes to the information provided when creating the Creator and/or Administrator Accounts.
It is then up to the Account Creator to open User Accounts, and to select, from among the Users, one or more Administrators responsible for managing User access to the Services.
The Customer shall ensure that access and use by its Users is governed by and complies with these TCSU.
The Customer undertakes to ensure that Users do not allow any third party to use User Accounts in their place or on their behalf, unless they assume full responsibility for doing so. The Customer expressly acknowledges that any use of the Services with these login credentials will be deemed to have been made by the corresponding Users.
The Customer expressly acknowledges and accepts that Users are solely responsible for maintaining the confidentiality of their login and password. The Customer undertakes to contact Minari without delay, by any useful written means and in particular by e-mail, if it appears that a User Account has been used without the User's knowledge.
Article 5. Software use
The Customer is solely responsible for its use of the Services, as well as for the use of the Services by the Users themselves. In this respect, the Customer is liable for any improper or illicit use of the Services by Users, and in particular for any infringement of applicable laws and regulations.
The customer is thus exclusively responsible for implementing all procedures intended to prevent or remedy the commission of such acts.
Minari exercises no control, supervision or verification over audio recordings made by Users of its Services. Users acknowledge and agree that they are solely responsible for the legality, legitimacy, and compliance of recordings made with applicable laws and regulations, including those relating to the protection of Personal Data and privacy.
The User undertakes not to commit any act that could jeopardize the security of the Software.
When using the Software, the User undertakes to :
● always provide truthful information and update it as necessary to keep it complete and accurate;
● use the Software in accordance with its intended purpose, the TCSU and cooperate in good faith with Minari ;
● never timeshare access to the Software;
● respect the rights of third parties and, more generally, the laws and regulations in force in connection with the use of the Services, particularly with regard to the protection of Personal Data, Intellectual Property and image rights;
● not to use the Services in a manner that may damage Minari's reputation.
Article 6. Support
Minari's Help Center provides Users with access to user guides and technical documentation.
Users may also contact Support to obtain information or respond to a problem related to the use of the Software, by email, chat or Slack, at the contact details indicated in the Account, from Monday to Friday, excluding non-working days or public holidays, from 9 a.m. to 6 p.m. (French time)
The Customer agrees not to abuse the Support. Minari reserves the right to refuse to accept a Customer's request if the Customer's behavior or frequency of requests is such as to disrupt the normal operation of Support.
Article 7. Duration
The Subscription begins on the Effective Date for an initial term of one (1) month for a monthly Subscription or twelve (12) months for an annual Subscription. It will then be tacitly renewed for successive periods of the same Duration, unless terminated by the Parties by email at the latest :
● seven (7) days before the end of the current period, if the Subscription is monthly; ● thirty (30) days before the end of the current period, if the Subscription is annual.
Article 8. Financial terms and conditions
8.1. Price
The Prices invoiced by Minari to the Customer are those in force on the day of Subscription. Unless otherwise stated, prices are in euros and exclusive of tax.
In the event of an increase in the number of Users during the Subscription period, the Customer will remain committed to the new scope until the end of the Subscription period.
Minari reserves the right, at its sole discretion and on terms and conditions to be determined by Minari, to offer promotional offers or price reductions.
8.2. Terms of payment
The total Subscription Price is payable in advance, at the beginning of the Subscription or renewal period.
These prices are invoiced to the Customer electronically, which the Customer expressly accepts. Unless otherwise agreed between the Customer and Minari, payment shall be made upon receipt, by credit card or direct debit.
Otherwise, the Account will not be activated or will be suspended.
The Customer undertakes to inform Minari of any change in his/her postal and bank address or any other information required for payment.
Any dispute concerning an invoice must be expressed in writing within fifteen (15) days of the invoice date. In the absence of such a writing, the Customer will be deemed to have accepted the invoice.
8.3. Late payments and payment incidents
The Customer is hereby informed and expressly accepts that any delay in payment of all or part of an amount due on its due date will automatically, without prior formal notice, result in the invoicing to Minari of late payment interest at the rate of three (3) times the legal interest rate, based on the amount of all sums due by the Customer, and a fixed indemnity of forty (40) euros for collection costs.
The Customer shall reimburse Minari for all costs (including any attorneys' fees) associated with the collection of payments not honored by the Customer.
Minari reserves the right, in the event of non-payment by the Customer of any of its invoices, to suspend access to the Software until payment is received in full.
8.4. Price Review
The Price of a Subscription, beyond its initial period, may be revised by Minari at any time, at its free discretion. The Customer will be informed of such changes by any useful written means at least one (1) month before the new Price comes into effect. Once in effect, the new Price will apply upon renewal of the Subscription. Customers who do not accept the new Price must terminate their Subscription in accordance with article 7. Failing this, the Customer will be deemed to have accepted the new Price.
Article 9. Customer obligations and warranties
The Customer acknowledges that the Software is based on particularly complex computer technologies. Minari uses state-of-the-art processes and techniques. The Customer therefore undertakes to bear the risks of unavailability of the Services.
The Customer is solely responsible for access to and use of the Software by all Users. The Customer warrants that Users will comply with all obligations incumbent upon them under these GCU.
The Customer and Users are solely responsible for their Internet connection and all related costs. The Customer and Users hereby declare that they understand that Minari cannot be held liable for any interruption of the Internet, for any virus affecting their data and/or software, for any misuse of Account passwords and, more generally, for any damage caused by third parties.
The Customer is solely responsible for implementing security, protection and backup measures for its equipment.
The Customer indemnifies Minari, its affiliates and subsidiaries, their officers, directors, employees, agents, against any claim or demand made by any third party due to the Customer's breach of the TCSU, or the Customer's violation of any law or the rights of any third party. Consequently, in the event of a claim by a third party, the Customer shall bear all costs incurred by Minari, including its legal fees and the amount of its condemnations.
The Customer agrees to use the Software in compliance with all applicable laws and regulations.
In the event that Minari is held jointly and severally liable in any administrative or legal proceeding as a result of improper use of the Software by the Customer and/or Users, the Customer agrees to indemnify Minari for all sums that may be claimed from Minari.
Article 10. Minari's obligations and warranties
In consideration of payment of the Subscription, Minari grants the Customer and Users on the Customer's behalf a non-exclusive right to access and use the Software in accordance with the TCSU, for the Term and worldwide.
Minari warrants to the Customer the peaceful enjoyment of the Software and undertakes to indemnify the Customer against any infringement action seeking to restrict or prohibit its use.
Minari undertakes to exercise due care and diligence in the provision of a quality service, in accordance with custom and good practice.
Minari will endeavor to provide continuous access to the Services, 24 hours a day, every day, except in the event of suspension, scheduled maintenance, or in the event of Force Majeure, as defined in Section 14 of the TCSU.
Minari undertakes to use the information, documents, data and, more generally, all elements that may be transmitted to it within the framework of the present agreement solely for the purposes of their execution. Minari undertakes not to distribute or share these elements with any third party whatsoever, with the exception of its subcontractors for the sole purpose of performing the Services, unless expressly requested or agreed to by the Customer.
Minari certifies that it holds an insurance policy covering its professional civil liability. Minari undertakes to maintain this insurance policy in force for the duration of the present contract.
Minari provides the Services on a best-efforts basis.
Minari does not warrant that the Services will operate uninterrupted or error-free.
In no event shall Minari be directly or indirectly liable for any damages caused to Customers, Users or any third party due to their fault.
In any event, Minari's total cumulative liability shall never exceed the amount actually received by Minari from a Customer as remuneration for his or her Subscription during the twelve (12) months preceding the event giving rise to liability. This liability limit does not apply to liability arising from (i) death or personal injury, (ii) gross negligence or fraud, or (iii) any other basis that cannot be excluded or limited under applicable law.
Minari shall only be liable for damages directly and exclusively caused by Minari, without any joint and several liability or in solidum with third parties who have contributed to the damage. Minari shall not be liable for indirect damages such as loss of profits, orders, customers, sales or data, moral or commercial prejudice.
No legal action or claim whatsoever may be brought or made by the Customer against Minari more than one (1) year after the occurrence of the event giving rise to the claim.
Article 11. Minari intellectual property
These TCSU do not grant the Customer any intellectual property rights whatsoever on the Site, the Software and, more generally, on the systems, software, structures, infrastructures, databases and content of any kind (templates, texts, images, visuals, music, logos, trademarks, databases, etc.) used by Minari in connection with the provision of the Services.
The Customer is granted a non-exclusive license to use these elements for the sole purpose of using the Services.
All disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, all acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of Minari are strictly prohibited and may be subject to legal action.
Article 12. Privacy
Minari and the Customer agree that the Confidential Information :
● are kept strictly secret;
● be disclosed internally only to those members of its staff who need to know it, and to its auditors, advisors or external service providers who are bound by the same confidentiality obligations as those set out herein, and be used by them only for the purpose of carrying out the Services;
● not be used, in whole or in part, for any purpose other than that defined above, without the prior written consent of the disclosing party;
● not be disclosed or likely to be disclosed, either directly or indirectly, to any third party or persons other than those mentioned in paragraph (ii) above;
● not be copied, reproduced or duplicated, in whole or in part, if such copies, reproductions or duplications are not for the disclosing party's own needs or have not been expressly authorized by the disclosing party in writing.
This obligation does not extend to documents and information :
● of which the receiving party was already aware;
● already public at the time of their communication or which would become so without violation of the present ;
● that have been lawfully received from a third party;
● the communication of which may be required by judicial authorities, in application of laws and regulations or in order to establish the rights of a party under the present contract.
Minari and the Customer also agree, upon expiration or termination of the Services, to return to the other party and/or destroy all documents containing Confidential Information provided to Minari during the Term and not to retain any copies thereof.
It is expressly agreed between Minari and the Customer that the Confidential Information shall remain the property of the party having disclosed it and that its disclosure hereunder shall in no event be construed as conferring any right, express or implied, to the party receiving it, including any intellectual property right, with respect thereto.
This confidentiality obligation shall continue in effect for five (5) years following termination of the Services, for any reason whatsoever.
Article 13. Protection of Personal Data
13.1. General provisions
The Parties undertake to comply with the applicable rules on data protection and, in particular, with Law No. 78-17 of January 06, 1978 as amended, known as the "Loi Informatique et Libertés", as well as Regulation (EU) 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data, known as the "GDPR".
All data protection terms used in this article are defined in Article 4 of the GDPR.
For all processing of Personal Data entrusted to Minari in the performance of the Services, the Parties expressly acknowledge that the Customer is the data controller, and that Minari is a subcontractor.
13.2. Processing carried out by Minari as a subcontractor
Minari is authorized to process on behalf of the Customer the Personal Data necessary to provide the Services.
The nature of the operations carried out on Personal Data is the collection, recording, organization, storage, updating, reproduction, making available, consultation, use, transfer, anonymization and deletion of Personal Data entrusted within the framework of this processing.
The purposes of the processing are: the creation of User Accounts, the management of canvassing and requests for information;
The persons concerned by the processing are Users and the Customer's contacts and prospects.
The data that Minari is likely to collect are the following: identification data (title, surname, first name, address, telephone number, email), data relating to professional life (position, company, activity), and all data relating to recordings of meetings and telephone calls (video, audio, and all information communicated during meetings).
13.3. Minari's obligations as a subcontractor
Minari is committed to :
● process Personal Data solely for the purpose of providing the Services;
● process Personal Data in accordance with the Customer's documented instructions. If Minari considers that an instruction constitutes a breach of the GDPR or any other provision of Union or Member State law relating to data protection, it will immediately inform the Customer. In addition, if Minari is required to transfer data to a third country or to an international organization under Union law or the law of the Member
State to which it is subject, it must inform the Customer of this legal obligation prior to processing, unless the relevant law prohibits such information on important grounds of public interest ;
● guarantee the confidentiality of Personal Data processed as part of the provision of Services;
● ensure that its personnel authorized to process Personal Data :
● are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality;
● receive the necessary training in the protection of Personal Data.
● take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default.
Upon written request, Minari provides the Customer with reasonable assistance in carrying out impact analyses relating to the protection of Personal Data, as provided for by the GDPR. Minari provides the Data Controller with all necessary information concerning the processing entrusted to it in order to assist it in fulfilling its legal obligations.
13.4. Fate of Personal Data
At Customer's option and within thirty (30) business days of Customer's request to Minari at the end of the Term, Minari will immediately return to Customer all Personal Data and all copies thereof, or securely delete or destroy the Personal Data.
13.5. Subcontracting
Minari has a general authorization from the Customer to use the subcontractors listed in Appendix 1. Minari undertakes to inform each Customer, in writing, thirty (30) days prior to any contemplated change regarding the addition or replacement of subcontractors. This information must clearly indicate the processing activities to be subcontracted and the identity of the subcontracting entity.
If the Customer has legitimate and reasonable grounds to object to the appointment of a subsequent new subcontractor, the Customer shall have a period of thirty (30) days following the notification issued by Minari to present its objections in writing, including by email, failing which the Customer shall be deemed to have approved and accepted the changes.
In such a case, Minari and the Customer agree to discuss in good faith any objections raised by the latter. If the Parties fail to reach an agreement, either may terminate the Contract by giving written notice to the other.
Minari will enter into an agreement with any subsequent subcontractor containing the same obligations as set forth in these TCSU, including requiring the subsequent subcontractor to process Customer Personal Data only in accordance with Minari's written instructions.
Minari shall remain fully liable to the Customer for any processing carried out by the subsequent subcontractor in breach of the obligations of these TCSU.
13.6. Data transfer
Users' Personal Data is hosted in France.
Some Personal Data is processed by subcontractors located outside the European Union.
Minari has ensured in advance that transfers benefit from a level of protection equivalent to that of the Union and are accompanied by appropriate safeguards, in particular those provided for in Articles 45 and 46 of the GDPR.
13.7. Exercising rights
Insofar as possible, Minari shall assist the Customer in fulfilling its obligation to comply with requests to exercise the rights of data subjects: right of access, rectification, erasure and objection, right to the limitation of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).
When data subjects request Minari to exercise their rights, Minari must send such requests immediately upon receipt by e-mail to the e-mail address provided by the Customer to Minari for this purpose.
13.8. Notification of Personal Data breaches
Minari will notify the Customer by e-mail of any Personal Data breach as soon as possible after becoming aware of it. Such notification shall be accompanied by all relevant documentation to enable the Customer, if necessary, to notify the relevant supervisory authority of the breach. If, and insofar as, it is not possible to provide all the information at the same time, the information may be communicated in stages.
13.9. Safety measures
Minari undertakes to take and maintain appropriate technical and organizational measures to protect Personal Data against any breach.
13.10. Register of categories of processing activities
Minari declares that it keeps a written record of all categories of processing activities carried out on behalf of the Customer.
13.11. Audit
The Customer may, once a year and at its own expense, have audits, including inspections, carried out by Minari or by an auditor appointed by the Customer. The Customer shall inform
Minari in writing with a minimum of thirty (30) days notice. Minari will be notified of the auditor's assignment prior to its commencement. All persons involved in the audit are subject to the confidentiality provisions of these Terms and Conditions.
Minari undertakes, on condition that the Services are not disrupted, to allow the persons appointed by the Customer access during normal business hours to the information necessary for the performance of these tasks.
Minari undertakes to cooperate fully with the Customer or the appointed auditor during such audits and to take any corrective action necessary for the proper performance of the Contract.
13.12. Contact
Any questions relating to the protection of Personal Data can be sent to dpo@minari.ai.
Article 14. Force majeure
In accordance with the provisions of article 1218 of the French Civil Code, neither the Customer nor Minari may be held liable for failure to perform their contractual obligations if such failure is due to an event beyond their control and constitutes force majeure.
Force majeure is understood to mean the occurrence of an event presenting the characteristics of unpredictability, irresistibility and exteriority to the Parties usually recognized by French law and courts. This includes strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters or failure attributable to a third-party telecommunications service provider.
The party prevented from performing must inform the other party as soon as possible, indicating the nature of the force majeure event. Minari and the Customer will work together to determine the most appropriate means of mitigating, if possible, the consequences of the event(s) constituting force majeure.
If the case of force majeure persists for more than one (1) month, either party may terminate the Services, ipso jure, without legal formalities, without notice and without entitlement to compensation of any kind whatsoever, by sending a registered letter with acknowledgement of receipt with immediate effect.
If, as a result of force majeure, the affected party is prevented from fulfilling only part of its contractual obligations, it remains responsible for the performance of those obligations not affected by the force majeure and, where applicable, for its payment obligations.
Upon cessation of the force majeure event, the prevented Party must immediately inform the other Party and resume performance of the affected obligations within a reasonable period of time.
Article 15. Sales references
The Customer authorizes Minari to use the Customer's name, trademark and logo for commercial purposes, in any medium and in any form whatsoever, for the duration of the Services and beyond, for a period of one (1) year.
Article 16. No right of withdrawal
In accordance with article L.221-3 of the French Consumer Code, professionals do not benefit from the right of withdrawal for contracts concluded at a distance.
Insofar as the Customer subscribes to the Subscription as a professional and the Subscription is an online contract, the Customer does not have a withdrawal period after Subscription.
Article 17. Severability, waiver, invalidity
The TCSU constitute the entire agreement between the Customer and Minari with respect to the Subscription, and supersede any prior agreement or understanding, oral or written, relating thereto.
No waiver by either party of any of its obligations shall be deemed or construed as a waiver of its benefit. If one or more stipulations of the TCSU are declared invalid, the other stipulations shall remain in full force and effect.
In this case, the Parties shall, if possible, replace the cancelled stipulation by a valid stipulation corresponding to the spirit and purpose of the TCSU.
Article 18. Relations between the Parties
Under no circumstances may the TCSU be considered as establishing between the Parties a de facto partnership or a joint venture or any other situation entailing between them any reciprocal representation or solidarity with regard to third parties.
The TCSU shall not create any subordinate relationship between the Parties, who shall retain full and complete autonomy in relation to each other.
Article 19. Intuitu personae
The contract is concluded intuitu personae, in consideration of the Customer.
It is strictly forbidden for the Customer and Users to assign all or part of their rights and obligations under the TCSU unless authorized by Minari.
Article 20. Proof agreement
Unless otherwise stipulated in the Contract, files, data, messages and computerized records kept in the computer systems of each Party will be accepted as proof of communications between them, provided that the Party from which they emanate can be identified and that they are established and kept in conditions that guarantee their integrity.
In particular, the Parties acknowledge that :
● Data recorded and time-stamped on Minari ;
● Orders and computer recordings of operations carried out by the Customer and Users on the Customer interface and the Subscription management interface.
Article 21. Language
These TCSU have been drafted in several languages, including French. The language of interpretation will be French in the event of contradiction or dispute over the meaning of a term or provision.
Article 22. Applicable law and jurisdiction
These TCSU are governed by French law.
In the event of any dispute concerning their validity, interpretation or performance, Minari and the Customer will endeavor to settle their dispute amicably. In the event of failure to reach an amicable agreement within two (2) months of the first notice sent by one party to the other concerning the dispute concerned, the latter shall be subject to the exclusive jurisdiction of the courts of Paris (France).
Minari
RCS Nanterre
50 rue Maurice Arnoux, 92120, Montrouge
Effective date: 09/02/2025
Article 1. Object
The purpose of these Terms and Conditions of Sale and Use is to set forth the terms and conditions of Subscription to the Software developed by Minari.
The TCSU are made available to the Customer, who may consult and download them at the time of Subscription. The latest version is also available on the www.minari.ai website.
The TCSU are binding on the Customer, who acknowledges having read them and accepted them unreservedly by electronic means before validating his order.
The TCSU take precedence over all contractual documents issued by the Customer, in particular the Customer's own terms and conditions of purchase, which the Customer expressly acknowledges.
The TCSU may be modified at any time by Minari. In this case, the Customer will be informed of such modifications by any means. Unless the Customer objects in writing within thirty (30) days of being notified, such modifications shall automatically apply to the Customer.
Article 2. Definitions
Capitalized terms in the TCSU have the following meaning:
"Subscription" means the Customer's subscription to the Software ;
"Personal Data Processing Agreement" means the agreement between the Customer and Minari governing the Processing of Personal Data carried out by Minari for the performance of the Services at the request of Users.
"Administrator" refers to the status authorizing the creation of a Collaborator Account and granting all privileges of administration (access, consultation, modification and export of content), configuration and parameterization of the Account;
"TCSU" means the present terms and conditions of sale and use applicable to the Services;
"Customer" means the legal entity or natural person subscribing to a Subscription to the Software for professional purposes, as part of its commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name or on behalf of another professional;
"Collaborator" refers to natural persons employed by the Customer and authorized to use the Software for professional purposes: they have access to an Account configured by the Account Creator or by the Administrator, without administrative rights;
"Account" means a valid account giving access to the Software subscribed to by the Customer;
"Account Creator" refers to the natural person duly authorized by the Customer to carry out the Subscription and to define the Administrator and Collaborator Accounts;
"Effective Date" means the date on which the Subscription is validated online, and, in the case of a Quotation, the date on which it is signed by the Subscriber.
"Personal Data" means any personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) relating to a natural person who is or could be identified ;
"Term" means the firm number of months during which the Customer is authorized to access and use the Software; the initial term of a Subscription is one (1) month or twelve (12) months, renewable under the conditions set out in article 7
"Confidential Information" means all information and/or data, in any form and of any nature whatsoever, including in particular all written or printed documents, computer files, samples, models and/or knowledge whether or not protected by intellectual property rights, as well as all written or oral information, particularly of a commercial, financial, administrative, legal or technical nature, belonging to or relating to a Party, to which the Party communicating such information has unequivocally indicated its confidential nature, or technical nature, belonging to or relating to a Party, to which the other Party will have access in the course of providing the Services, for which the Party communicating such information has unequivocally indicated its confidential nature, or, in the case of oral, visual or written communication, has orally made known its confidential nature at the time of communication;
"Software" refers to the online solution developed by Minari in "software as a service" (SaaS), accessible by connecting to the Site;
"Minari" refers to Minari, a Société par Actions Simplifiées (simplified joint stock company), registered in the Nanterre Trade and Companies Register under number 987 483 450, with its registered office at 50 rue Maurice Arnoux, 92120, Montrouge;
"Parties" refers jointly to Minari and the Customer;
"Prices": refers to the prices of the Services chosen by the Customer;
"GDPR" means Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of Personal Data ;
"Services" means the provision of the Software subscribed to by the Customer. "Site" refers to the Minari website accessible at www.minari.ai ;
"Subscription" means the contractual agreement between the Customer and Minari to use the Software;
"Support" refers to the level of assistance provided to the Customer;
"Users" means the Account Creator, Administrators, Collaborators, as well as persons granted access to the Software by the Customer, under the conditions set out herein (the Customer's own clients and the Customer's chartered accountant).
Article 3. Description of Services
The software developed by Minari offers a cloud-based telephony system for professionals. Minari's features enable users to make and receive calls, record and transcribe them, and leave voice messages.
The Software is made available under the conditions set out in these TCSU.
The Customer acknowledges that he has verified the suitability of the Services for his needs and that he has received from Minari all the information and advice necessary to subscribe to the Services with full knowledge of the facts.
Article 4. Subscription and access to Services
4.1. Site and Services reserved for professionals
The Site and Services are designed for and intended for professional use, and are therefore intended exclusively for professionals in the course of their business.
4.2. Opening an account
The Customer submits a written Subscription request to Minari, who will send back, by any useful means, a link allowing the Customer to activate his Account, as well as to choose a password.
Minari reserves the right to refuse a Subscription application for legitimate reasons, in particular in the event of doubt as to the Customer's identity or capacity to commit, inaccurate declarations or refusal to provide the requested documents.
By subscribing to the Services, the Account Creator accepts the TCSU in order to access the Software.
The Account Creator must be legally capable of contracting, have the necessary authority to bind the Customer and be subject to all applicable laws.
To open a Creator Account, the Customer undertakes to provide accurate and complete information about his/her identity, and to inform Minari of any changes to the information provided when creating the Creator and/or Administrator Accounts.
It is then up to the Account Creator to open User Accounts, and to select, from among the Users, one or more Administrators responsible for managing User access to the Services.
The Customer shall ensure that access and use by its Users is governed by and complies with these TCSU.
The Customer undertakes to ensure that Users do not allow any third party to use User Accounts in their place or on their behalf, unless they assume full responsibility for doing so. The Customer expressly acknowledges that any use of the Services with these login credentials will be deemed to have been made by the corresponding Users.
The Customer expressly acknowledges and accepts that Users are solely responsible for maintaining the confidentiality of their login and password. The Customer undertakes to contact Minari without delay, by any useful written means and in particular by e-mail, if it appears that a User Account has been used without the User's knowledge.
Article 5. Software use
The Customer is solely responsible for its use of the Services, as well as for the use of the Services by the Users themselves. In this respect, the Customer is liable for any improper or illicit use of the Services by Users, and in particular for any infringement of applicable laws and regulations.
The customer is thus exclusively responsible for implementing all procedures intended to prevent or remedy the commission of such acts.
Minari exercises no control, supervision or verification over audio recordings made by Users of its Services. Users acknowledge and agree that they are solely responsible for the legality, legitimacy, and compliance of recordings made with applicable laws and regulations, including those relating to the protection of Personal Data and privacy.
The User undertakes not to commit any act that could jeopardize the security of the Software.
When using the Software, the User undertakes to :
● always provide truthful information and update it as necessary to keep it complete and accurate;
● use the Software in accordance with its intended purpose, the TCSU and cooperate in good faith with Minari ;
● never timeshare access to the Software;
● respect the rights of third parties and, more generally, the laws and regulations in force in connection with the use of the Services, particularly with regard to the protection of Personal Data, Intellectual Property and image rights;
● not to use the Services in a manner that may damage Minari's reputation.
Article 6. Support
Minari's Help Center provides Users with access to user guides and technical documentation.
Users may also contact Support to obtain information or respond to a problem related to the use of the Software, by email, chat or Slack, at the contact details indicated in the Account, from Monday to Friday, excluding non-working days or public holidays, from 9 a.m. to 6 p.m. (French time)
The Customer agrees not to abuse the Support. Minari reserves the right to refuse to accept a Customer's request if the Customer's behavior or frequency of requests is such as to disrupt the normal operation of Support.
Article 7. Duration
The Subscription begins on the Effective Date for an initial term of one (1) month for a monthly Subscription or twelve (12) months for an annual Subscription. It will then be tacitly renewed for successive periods of the same Duration, unless terminated by the Parties by email at the latest :
● seven (7) days before the end of the current period, if the Subscription is monthly; ● thirty (30) days before the end of the current period, if the Subscription is annual.
Article 8. Financial terms and conditions
8.1. Price
The Prices invoiced by Minari to the Customer are those in force on the day of Subscription. Unless otherwise stated, prices are in euros and exclusive of tax.
In the event of an increase in the number of Users during the Subscription period, the Customer will remain committed to the new scope until the end of the Subscription period.
Minari reserves the right, at its sole discretion and on terms and conditions to be determined by Minari, to offer promotional offers or price reductions.
8.2. Terms of payment
The total Subscription Price is payable in advance, at the beginning of the Subscription or renewal period.
These prices are invoiced to the Customer electronically, which the Customer expressly accepts. Unless otherwise agreed between the Customer and Minari, payment shall be made upon receipt, by credit card or direct debit.
Otherwise, the Account will not be activated or will be suspended.
The Customer undertakes to inform Minari of any change in his/her postal and bank address or any other information required for payment.
Any dispute concerning an invoice must be expressed in writing within fifteen (15) days of the invoice date. In the absence of such a writing, the Customer will be deemed to have accepted the invoice.
8.3. Late payments and payment incidents
The Customer is hereby informed and expressly accepts that any delay in payment of all or part of an amount due on its due date will automatically, without prior formal notice, result in the invoicing to Minari of late payment interest at the rate of three (3) times the legal interest rate, based on the amount of all sums due by the Customer, and a fixed indemnity of forty (40) euros for collection costs.
The Customer shall reimburse Minari for all costs (including any attorneys' fees) associated with the collection of payments not honored by the Customer.
Minari reserves the right, in the event of non-payment by the Customer of any of its invoices, to suspend access to the Software until payment is received in full.
8.4. Price Review
The Price of a Subscription, beyond its initial period, may be revised by Minari at any time, at its free discretion. The Customer will be informed of such changes by any useful written means at least one (1) month before the new Price comes into effect. Once in effect, the new Price will apply upon renewal of the Subscription. Customers who do not accept the new Price must terminate their Subscription in accordance with article 7. Failing this, the Customer will be deemed to have accepted the new Price.
Article 9. Customer obligations and warranties
The Customer acknowledges that the Software is based on particularly complex computer technologies. Minari uses state-of-the-art processes and techniques. The Customer therefore undertakes to bear the risks of unavailability of the Services.
The Customer is solely responsible for access to and use of the Software by all Users. The Customer warrants that Users will comply with all obligations incumbent upon them under these GCU.
The Customer and Users are solely responsible for their Internet connection and all related costs. The Customer and Users hereby declare that they understand that Minari cannot be held liable for any interruption of the Internet, for any virus affecting their data and/or software, for any misuse of Account passwords and, more generally, for any damage caused by third parties.
The Customer is solely responsible for implementing security, protection and backup measures for its equipment.
The Customer indemnifies Minari, its affiliates and subsidiaries, their officers, directors, employees, agents, against any claim or demand made by any third party due to the Customer's breach of the TCSU, or the Customer's violation of any law or the rights of any third party. Consequently, in the event of a claim by a third party, the Customer shall bear all costs incurred by Minari, including its legal fees and the amount of its condemnations.
The Customer agrees to use the Software in compliance with all applicable laws and regulations.
In the event that Minari is held jointly and severally liable in any administrative or legal proceeding as a result of improper use of the Software by the Customer and/or Users, the Customer agrees to indemnify Minari for all sums that may be claimed from Minari.
Article 10. Minari's obligations and warranties
In consideration of payment of the Subscription, Minari grants the Customer and Users on the Customer's behalf a non-exclusive right to access and use the Software in accordance with the TCSU, for the Term and worldwide.
Minari warrants to the Customer the peaceful enjoyment of the Software and undertakes to indemnify the Customer against any infringement action seeking to restrict or prohibit its use.
Minari undertakes to exercise due care and diligence in the provision of a quality service, in accordance with custom and good practice.
Minari will endeavor to provide continuous access to the Services, 24 hours a day, every day, except in the event of suspension, scheduled maintenance, or in the event of Force Majeure, as defined in Section 14 of the TCSU.
Minari undertakes to use the information, documents, data and, more generally, all elements that may be transmitted to it within the framework of the present agreement solely for the purposes of their execution. Minari undertakes not to distribute or share these elements with any third party whatsoever, with the exception of its subcontractors for the sole purpose of performing the Services, unless expressly requested or agreed to by the Customer.
Minari certifies that it holds an insurance policy covering its professional civil liability. Minari undertakes to maintain this insurance policy in force for the duration of the present contract.
Minari provides the Services on a best-efforts basis.
Minari does not warrant that the Services will operate uninterrupted or error-free.
In no event shall Minari be directly or indirectly liable for any damages caused to Customers, Users or any third party due to their fault.
In any event, Minari's total cumulative liability shall never exceed the amount actually received by Minari from a Customer as remuneration for his or her Subscription during the twelve (12) months preceding the event giving rise to liability. This liability limit does not apply to liability arising from (i) death or personal injury, (ii) gross negligence or fraud, or (iii) any other basis that cannot be excluded or limited under applicable law.
Minari shall only be liable for damages directly and exclusively caused by Minari, without any joint and several liability or in solidum with third parties who have contributed to the damage. Minari shall not be liable for indirect damages such as loss of profits, orders, customers, sales or data, moral or commercial prejudice.
No legal action or claim whatsoever may be brought or made by the Customer against Minari more than one (1) year after the occurrence of the event giving rise to the claim.
Article 11. Minari intellectual property
These TCSU do not grant the Customer any intellectual property rights whatsoever on the Site, the Software and, more generally, on the systems, software, structures, infrastructures, databases and content of any kind (templates, texts, images, visuals, music, logos, trademarks, databases, etc.) used by Minari in connection with the provision of the Services.
The Customer is granted a non-exclusive license to use these elements for the sole purpose of using the Services.
All disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, all acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of Minari are strictly prohibited and may be subject to legal action.
Article 12. Privacy
Minari and the Customer agree that the Confidential Information :
● are kept strictly secret;
● be disclosed internally only to those members of its staff who need to know it, and to its auditors, advisors or external service providers who are bound by the same confidentiality obligations as those set out herein, and be used by them only for the purpose of carrying out the Services;
● not be used, in whole or in part, for any purpose other than that defined above, without the prior written consent of the disclosing party;
● not be disclosed or likely to be disclosed, either directly or indirectly, to any third party or persons other than those mentioned in paragraph (ii) above;
● not be copied, reproduced or duplicated, in whole or in part, if such copies, reproductions or duplications are not for the disclosing party's own needs or have not been expressly authorized by the disclosing party in writing.
This obligation does not extend to documents and information :
● of which the receiving party was already aware;
● already public at the time of their communication or which would become so without violation of the present ;
● that have been lawfully received from a third party;
● the communication of which may be required by judicial authorities, in application of laws and regulations or in order to establish the rights of a party under the present contract.
Minari and the Customer also agree, upon expiration or termination of the Services, to return to the other party and/or destroy all documents containing Confidential Information provided to Minari during the Term and not to retain any copies thereof.
It is expressly agreed between Minari and the Customer that the Confidential Information shall remain the property of the party having disclosed it and that its disclosure hereunder shall in no event be construed as conferring any right, express or implied, to the party receiving it, including any intellectual property right, with respect thereto.
This confidentiality obligation shall continue in effect for five (5) years following termination of the Services, for any reason whatsoever.
Article 13. Protection of Personal Data
13.1. General provisions
The Parties undertake to comply with the applicable rules on data protection and, in particular, with Law No. 78-17 of January 06, 1978 as amended, known as the "Loi Informatique et Libertés", as well as Regulation (EU) 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data, known as the "GDPR".
All data protection terms used in this article are defined in Article 4 of the GDPR.
For all processing of Personal Data entrusted to Minari in the performance of the Services, the Parties expressly acknowledge that the Customer is the data controller, and that Minari is a subcontractor.
13.2. Processing carried out by Minari as a subcontractor
Minari is authorized to process on behalf of the Customer the Personal Data necessary to provide the Services.
The nature of the operations carried out on Personal Data is the collection, recording, organization, storage, updating, reproduction, making available, consultation, use, transfer, anonymization and deletion of Personal Data entrusted within the framework of this processing.
The purposes of the processing are: the creation of User Accounts, the management of canvassing and requests for information;
The persons concerned by the processing are Users and the Customer's contacts and prospects.
The data that Minari is likely to collect are the following: identification data (title, surname, first name, address, telephone number, email), data relating to professional life (position, company, activity), and all data relating to recordings of meetings and telephone calls (video, audio, and all information communicated during meetings).
13.3. Minari's obligations as a subcontractor
Minari is committed to :
● process Personal Data solely for the purpose of providing the Services;
● process Personal Data in accordance with the Customer's documented instructions. If Minari considers that an instruction constitutes a breach of the GDPR or any other provision of Union or Member State law relating to data protection, it will immediately inform the Customer. In addition, if Minari is required to transfer data to a third country or to an international organization under Union law or the law of the Member
State to which it is subject, it must inform the Customer of this legal obligation prior to processing, unless the relevant law prohibits such information on important grounds of public interest ;
● guarantee the confidentiality of Personal Data processed as part of the provision of Services;
● ensure that its personnel authorized to process Personal Data :
● are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality;
● receive the necessary training in the protection of Personal Data.
● take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default.
Upon written request, Minari provides the Customer with reasonable assistance in carrying out impact analyses relating to the protection of Personal Data, as provided for by the GDPR. Minari provides the Data Controller with all necessary information concerning the processing entrusted to it in order to assist it in fulfilling its legal obligations.
13.4. Fate of Personal Data
At Customer's option and within thirty (30) business days of Customer's request to Minari at the end of the Term, Minari will immediately return to Customer all Personal Data and all copies thereof, or securely delete or destroy the Personal Data.
13.5. Subcontracting
Minari has a general authorization from the Customer to use the subcontractors listed in Appendix 1. Minari undertakes to inform each Customer, in writing, thirty (30) days prior to any contemplated change regarding the addition or replacement of subcontractors. This information must clearly indicate the processing activities to be subcontracted and the identity of the subcontracting entity.
If the Customer has legitimate and reasonable grounds to object to the appointment of a subsequent new subcontractor, the Customer shall have a period of thirty (30) days following the notification issued by Minari to present its objections in writing, including by email, failing which the Customer shall be deemed to have approved and accepted the changes.
In such a case, Minari and the Customer agree to discuss in good faith any objections raised by the latter. If the Parties fail to reach an agreement, either may terminate the Contract by giving written notice to the other.
Minari will enter into an agreement with any subsequent subcontractor containing the same obligations as set forth in these TCSU, including requiring the subsequent subcontractor to process Customer Personal Data only in accordance with Minari's written instructions.
Minari shall remain fully liable to the Customer for any processing carried out by the subsequent subcontractor in breach of the obligations of these TCSU.
13.6. Data transfer
Users' Personal Data is hosted in France.
Some Personal Data is processed by subcontractors located outside the European Union.
Minari has ensured in advance that transfers benefit from a level of protection equivalent to that of the Union and are accompanied by appropriate safeguards, in particular those provided for in Articles 45 and 46 of the GDPR.
13.7. Exercising rights
Insofar as possible, Minari shall assist the Customer in fulfilling its obligation to comply with requests to exercise the rights of data subjects: right of access, rectification, erasure and objection, right to the limitation of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).
When data subjects request Minari to exercise their rights, Minari must send such requests immediately upon receipt by e-mail to the e-mail address provided by the Customer to Minari for this purpose.
13.8. Notification of Personal Data breaches
Minari will notify the Customer by e-mail of any Personal Data breach as soon as possible after becoming aware of it. Such notification shall be accompanied by all relevant documentation to enable the Customer, if necessary, to notify the relevant supervisory authority of the breach. If, and insofar as, it is not possible to provide all the information at the same time, the information may be communicated in stages.
13.9. Safety measures
Minari undertakes to take and maintain appropriate technical and organizational measures to protect Personal Data against any breach.
13.10. Register of categories of processing activities
Minari declares that it keeps a written record of all categories of processing activities carried out on behalf of the Customer.
13.11. Audit
The Customer may, once a year and at its own expense, have audits, including inspections, carried out by Minari or by an auditor appointed by the Customer. The Customer shall inform
Minari in writing with a minimum of thirty (30) days notice. Minari will be notified of the auditor's assignment prior to its commencement. All persons involved in the audit are subject to the confidentiality provisions of these Terms and Conditions.
Minari undertakes, on condition that the Services are not disrupted, to allow the persons appointed by the Customer access during normal business hours to the information necessary for the performance of these tasks.
Minari undertakes to cooperate fully with the Customer or the appointed auditor during such audits and to take any corrective action necessary for the proper performance of the Contract.
13.12. Contact
Any questions relating to the protection of Personal Data can be sent to dpo@minari.ai.
Article 14. Force majeure
In accordance with the provisions of article 1218 of the French Civil Code, neither the Customer nor Minari may be held liable for failure to perform their contractual obligations if such failure is due to an event beyond their control and constitutes force majeure.
Force majeure is understood to mean the occurrence of an event presenting the characteristics of unpredictability, irresistibility and exteriority to the Parties usually recognized by French law and courts. This includes strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters or failure attributable to a third-party telecommunications service provider.
The party prevented from performing must inform the other party as soon as possible, indicating the nature of the force majeure event. Minari and the Customer will work together to determine the most appropriate means of mitigating, if possible, the consequences of the event(s) constituting force majeure.
If the case of force majeure persists for more than one (1) month, either party may terminate the Services, ipso jure, without legal formalities, without notice and without entitlement to compensation of any kind whatsoever, by sending a registered letter with acknowledgement of receipt with immediate effect.
If, as a result of force majeure, the affected party is prevented from fulfilling only part of its contractual obligations, it remains responsible for the performance of those obligations not affected by the force majeure and, where applicable, for its payment obligations.
Upon cessation of the force majeure event, the prevented Party must immediately inform the other Party and resume performance of the affected obligations within a reasonable period of time.
Article 15. Sales references
The Customer authorizes Minari to use the Customer's name, trademark and logo for commercial purposes, in any medium and in any form whatsoever, for the duration of the Services and beyond, for a period of one (1) year.
Article 16. No right of withdrawal
In accordance with article L.221-3 of the French Consumer Code, professionals do not benefit from the right of withdrawal for contracts concluded at a distance.
Insofar as the Customer subscribes to the Subscription as a professional and the Subscription is an online contract, the Customer does not have a withdrawal period after Subscription.
Article 17. Severability, waiver, invalidity
The TCSU constitute the entire agreement between the Customer and Minari with respect to the Subscription, and supersede any prior agreement or understanding, oral or written, relating thereto.
No waiver by either party of any of its obligations shall be deemed or construed as a waiver of its benefit. If one or more stipulations of the TCSU are declared invalid, the other stipulations shall remain in full force and effect.
In this case, the Parties shall, if possible, replace the cancelled stipulation by a valid stipulation corresponding to the spirit and purpose of the TCSU.
Article 18. Relations between the Parties
Under no circumstances may the TCSU be considered as establishing between the Parties a de facto partnership or a joint venture or any other situation entailing between them any reciprocal representation or solidarity with regard to third parties.
The TCSU shall not create any subordinate relationship between the Parties, who shall retain full and complete autonomy in relation to each other.
Article 19. Intuitu personae
The contract is concluded intuitu personae, in consideration of the Customer.
It is strictly forbidden for the Customer and Users to assign all or part of their rights and obligations under the TCSU unless authorized by Minari.
Article 20. Proof agreement
Unless otherwise stipulated in the Contract, files, data, messages and computerized records kept in the computer systems of each Party will be accepted as proof of communications between them, provided that the Party from which they emanate can be identified and that they are established and kept in conditions that guarantee their integrity.
In particular, the Parties acknowledge that :
● Data recorded and time-stamped on Minari ;
● Orders and computer recordings of operations carried out by the Customer and Users on the Customer interface and the Subscription management interface.
Article 21. Language
These TCSU have been drafted in several languages, including French. The language of interpretation will be French in the event of contradiction or dispute over the meaning of a term or provision.
Article 22. Applicable law and jurisdiction
These TCSU are governed by French law.
In the event of any dispute concerning their validity, interpretation or performance, Minari and the Customer will endeavor to settle their dispute amicably. In the event of failure to reach an amicable agreement within two (2) months of the first notice sent by one party to the other concerning the dispute concerned, the latter shall be subject to the exclusive jurisdiction of the courts of Paris (France).
Minari
RCS Nanterre
50 rue Maurice Arnoux, 92120, Montrouge
Effective date: 09/02/2025
Article 1. Object
The purpose of these Terms and Conditions of Sale and Use is to set forth the terms and conditions of Subscription to the Software developed by Minari.
The TCSU are made available to the Customer, who may consult and download them at the time of Subscription. The latest version is also available on the www.minari.ai website.
The TCSU are binding on the Customer, who acknowledges having read them and accepted them unreservedly by electronic means before validating his order.
The TCSU take precedence over all contractual documents issued by the Customer, in particular the Customer's own terms and conditions of purchase, which the Customer expressly acknowledges.
The TCSU may be modified at any time by Minari. In this case, the Customer will be informed of such modifications by any means. Unless the Customer objects in writing within thirty (30) days of being notified, such modifications shall automatically apply to the Customer.
Article 2. Definitions
Capitalized terms in the TCSU have the following meaning:
"Subscription" means the Customer's subscription to the Software ;
"Personal Data Processing Agreement" means the agreement between the Customer and Minari governing the Processing of Personal Data carried out by Minari for the performance of the Services at the request of Users.
"Administrator" refers to the status authorizing the creation of a Collaborator Account and granting all privileges of administration (access, consultation, modification and export of content), configuration and parameterization of the Account;
"TCSU" means the present terms and conditions of sale and use applicable to the Services;
"Customer" means the legal entity or natural person subscribing to a Subscription to the Software for professional purposes, as part of its commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name or on behalf of another professional;
"Collaborator" refers to natural persons employed by the Customer and authorized to use the Software for professional purposes: they have access to an Account configured by the Account Creator or by the Administrator, without administrative rights;
"Account" means a valid account giving access to the Software subscribed to by the Customer;
"Account Creator" refers to the natural person duly authorized by the Customer to carry out the Subscription and to define the Administrator and Collaborator Accounts;
"Effective Date" means the date on which the Subscription is validated online, and, in the case of a Quotation, the date on which it is signed by the Subscriber.
"Personal Data" means any personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) relating to a natural person who is or could be identified ;
"Term" means the firm number of months during which the Customer is authorized to access and use the Software; the initial term of a Subscription is one (1) month or twelve (12) months, renewable under the conditions set out in article 7
"Confidential Information" means all information and/or data, in any form and of any nature whatsoever, including in particular all written or printed documents, computer files, samples, models and/or knowledge whether or not protected by intellectual property rights, as well as all written or oral information, particularly of a commercial, financial, administrative, legal or technical nature, belonging to or relating to a Party, to which the Party communicating such information has unequivocally indicated its confidential nature, or technical nature, belonging to or relating to a Party, to which the other Party will have access in the course of providing the Services, for which the Party communicating such information has unequivocally indicated its confidential nature, or, in the case of oral, visual or written communication, has orally made known its confidential nature at the time of communication;
"Software" refers to the online solution developed by Minari in "software as a service" (SaaS), accessible by connecting to the Site;
"Minari" refers to Minari, a Société par Actions Simplifiées (simplified joint stock company), registered in the Nanterre Trade and Companies Register under number 987 483 450, with its registered office at 50 rue Maurice Arnoux, 92120, Montrouge;
"Parties" refers jointly to Minari and the Customer;
"Prices": refers to the prices of the Services chosen by the Customer;
"GDPR" means Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of Personal Data ;
"Services" means the provision of the Software subscribed to by the Customer. "Site" refers to the Minari website accessible at www.minari.ai ;
"Subscription" means the contractual agreement between the Customer and Minari to use the Software;
"Support" refers to the level of assistance provided to the Customer;
"Users" means the Account Creator, Administrators, Collaborators, as well as persons granted access to the Software by the Customer, under the conditions set out herein (the Customer's own clients and the Customer's chartered accountant).
Article 3. Description of Services
The software developed by Minari offers a cloud-based telephony system for professionals. Minari's features enable users to make and receive calls, record and transcribe them, and leave voice messages.
The Software is made available under the conditions set out in these TCSU.
The Customer acknowledges that he has verified the suitability of the Services for his needs and that he has received from Minari all the information and advice necessary to subscribe to the Services with full knowledge of the facts.
Article 4. Subscription and access to Services
4.1. Site and Services reserved for professionals
The Site and Services are designed for and intended for professional use, and are therefore intended exclusively for professionals in the course of their business.
4.2. Opening an account
The Customer submits a written Subscription request to Minari, who will send back, by any useful means, a link allowing the Customer to activate his Account, as well as to choose a password.
Minari reserves the right to refuse a Subscription application for legitimate reasons, in particular in the event of doubt as to the Customer's identity or capacity to commit, inaccurate declarations or refusal to provide the requested documents.
By subscribing to the Services, the Account Creator accepts the TCSU in order to access the Software.
The Account Creator must be legally capable of contracting, have the necessary authority to bind the Customer and be subject to all applicable laws.
To open a Creator Account, the Customer undertakes to provide accurate and complete information about his/her identity, and to inform Minari of any changes to the information provided when creating the Creator and/or Administrator Accounts.
It is then up to the Account Creator to open User Accounts, and to select, from among the Users, one or more Administrators responsible for managing User access to the Services.
The Customer shall ensure that access and use by its Users is governed by and complies with these TCSU.
The Customer undertakes to ensure that Users do not allow any third party to use User Accounts in their place or on their behalf, unless they assume full responsibility for doing so. The Customer expressly acknowledges that any use of the Services with these login credentials will be deemed to have been made by the corresponding Users.
The Customer expressly acknowledges and accepts that Users are solely responsible for maintaining the confidentiality of their login and password. The Customer undertakes to contact Minari without delay, by any useful written means and in particular by e-mail, if it appears that a User Account has been used without the User's knowledge.
Article 5. Software use
The Customer is solely responsible for its use of the Services, as well as for the use of the Services by the Users themselves. In this respect, the Customer is liable for any improper or illicit use of the Services by Users, and in particular for any infringement of applicable laws and regulations.
The customer is thus exclusively responsible for implementing all procedures intended to prevent or remedy the commission of such acts.
Minari exercises no control, supervision or verification over audio recordings made by Users of its Services. Users acknowledge and agree that they are solely responsible for the legality, legitimacy, and compliance of recordings made with applicable laws and regulations, including those relating to the protection of Personal Data and privacy.
The User undertakes not to commit any act that could jeopardize the security of the Software.
When using the Software, the User undertakes to :
● always provide truthful information and update it as necessary to keep it complete and accurate;
● use the Software in accordance with its intended purpose, the TCSU and cooperate in good faith with Minari ;
● never timeshare access to the Software;
● respect the rights of third parties and, more generally, the laws and regulations in force in connection with the use of the Services, particularly with regard to the protection of Personal Data, Intellectual Property and image rights;
● not to use the Services in a manner that may damage Minari's reputation.
Article 6. Support
Minari's Help Center provides Users with access to user guides and technical documentation.
Users may also contact Support to obtain information or respond to a problem related to the use of the Software, by email, chat or Slack, at the contact details indicated in the Account, from Monday to Friday, excluding non-working days or public holidays, from 9 a.m. to 6 p.m. (French time)
The Customer agrees not to abuse the Support. Minari reserves the right to refuse to accept a Customer's request if the Customer's behavior or frequency of requests is such as to disrupt the normal operation of Support.
Article 7. Duration
The Subscription begins on the Effective Date for an initial term of one (1) month for a monthly Subscription or twelve (12) months for an annual Subscription. It will then be tacitly renewed for successive periods of the same Duration, unless terminated by the Parties by email at the latest :
● seven (7) days before the end of the current period, if the Subscription is monthly; ● thirty (30) days before the end of the current period, if the Subscription is annual.
Article 8. Financial terms and conditions
8.1. Price
The Prices invoiced by Minari to the Customer are those in force on the day of Subscription. Unless otherwise stated, prices are in euros and exclusive of tax.
In the event of an increase in the number of Users during the Subscription period, the Customer will remain committed to the new scope until the end of the Subscription period.
Minari reserves the right, at its sole discretion and on terms and conditions to be determined by Minari, to offer promotional offers or price reductions.
8.2. Terms of payment
The total Subscription Price is payable in advance, at the beginning of the Subscription or renewal period.
These prices are invoiced to the Customer electronically, which the Customer expressly accepts. Unless otherwise agreed between the Customer and Minari, payment shall be made upon receipt, by credit card or direct debit.
Otherwise, the Account will not be activated or will be suspended.
The Customer undertakes to inform Minari of any change in his/her postal and bank address or any other information required for payment.
Any dispute concerning an invoice must be expressed in writing within fifteen (15) days of the invoice date. In the absence of such a writing, the Customer will be deemed to have accepted the invoice.
8.3. Late payments and payment incidents
The Customer is hereby informed and expressly accepts that any delay in payment of all or part of an amount due on its due date will automatically, without prior formal notice, result in the invoicing to Minari of late payment interest at the rate of three (3) times the legal interest rate, based on the amount of all sums due by the Customer, and a fixed indemnity of forty (40) euros for collection costs.
The Customer shall reimburse Minari for all costs (including any attorneys' fees) associated with the collection of payments not honored by the Customer.
Minari reserves the right, in the event of non-payment by the Customer of any of its invoices, to suspend access to the Software until payment is received in full.
8.4. Price Review
The Price of a Subscription, beyond its initial period, may be revised by Minari at any time, at its free discretion. The Customer will be informed of such changes by any useful written means at least one (1) month before the new Price comes into effect. Once in effect, the new Price will apply upon renewal of the Subscription. Customers who do not accept the new Price must terminate their Subscription in accordance with article 7. Failing this, the Customer will be deemed to have accepted the new Price.
Article 9. Customer obligations and warranties
The Customer acknowledges that the Software is based on particularly complex computer technologies. Minari uses state-of-the-art processes and techniques. The Customer therefore undertakes to bear the risks of unavailability of the Services.
The Customer is solely responsible for access to and use of the Software by all Users. The Customer warrants that Users will comply with all obligations incumbent upon them under these GCU.
The Customer and Users are solely responsible for their Internet connection and all related costs. The Customer and Users hereby declare that they understand that Minari cannot be held liable for any interruption of the Internet, for any virus affecting their data and/or software, for any misuse of Account passwords and, more generally, for any damage caused by third parties.
The Customer is solely responsible for implementing security, protection and backup measures for its equipment.
The Customer indemnifies Minari, its affiliates and subsidiaries, their officers, directors, employees, agents, against any claim or demand made by any third party due to the Customer's breach of the TCSU, or the Customer's violation of any law or the rights of any third party. Consequently, in the event of a claim by a third party, the Customer shall bear all costs incurred by Minari, including its legal fees and the amount of its condemnations.
The Customer agrees to use the Software in compliance with all applicable laws and regulations.
In the event that Minari is held jointly and severally liable in any administrative or legal proceeding as a result of improper use of the Software by the Customer and/or Users, the Customer agrees to indemnify Minari for all sums that may be claimed from Minari.
Article 10. Minari's obligations and warranties
In consideration of payment of the Subscription, Minari grants the Customer and Users on the Customer's behalf a non-exclusive right to access and use the Software in accordance with the TCSU, for the Term and worldwide.
Minari warrants to the Customer the peaceful enjoyment of the Software and undertakes to indemnify the Customer against any infringement action seeking to restrict or prohibit its use.
Minari undertakes to exercise due care and diligence in the provision of a quality service, in accordance with custom and good practice.
Minari will endeavor to provide continuous access to the Services, 24 hours a day, every day, except in the event of suspension, scheduled maintenance, or in the event of Force Majeure, as defined in Section 14 of the TCSU.
Minari undertakes to use the information, documents, data and, more generally, all elements that may be transmitted to it within the framework of the present agreement solely for the purposes of their execution. Minari undertakes not to distribute or share these elements with any third party whatsoever, with the exception of its subcontractors for the sole purpose of performing the Services, unless expressly requested or agreed to by the Customer.
Minari certifies that it holds an insurance policy covering its professional civil liability. Minari undertakes to maintain this insurance policy in force for the duration of the present contract.
Minari provides the Services on a best-efforts basis.
Minari does not warrant that the Services will operate uninterrupted or error-free.
In no event shall Minari be directly or indirectly liable for any damages caused to Customers, Users or any third party due to their fault.
In any event, Minari's total cumulative liability shall never exceed the amount actually received by Minari from a Customer as remuneration for his or her Subscription during the twelve (12) months preceding the event giving rise to liability. This liability limit does not apply to liability arising from (i) death or personal injury, (ii) gross negligence or fraud, or (iii) any other basis that cannot be excluded or limited under applicable law.
Minari shall only be liable for damages directly and exclusively caused by Minari, without any joint and several liability or in solidum with third parties who have contributed to the damage. Minari shall not be liable for indirect damages such as loss of profits, orders, customers, sales or data, moral or commercial prejudice.
No legal action or claim whatsoever may be brought or made by the Customer against Minari more than one (1) year after the occurrence of the event giving rise to the claim.
Article 11. Minari intellectual property
These TCSU do not grant the Customer any intellectual property rights whatsoever on the Site, the Software and, more generally, on the systems, software, structures, infrastructures, databases and content of any kind (templates, texts, images, visuals, music, logos, trademarks, databases, etc.) used by Minari in connection with the provision of the Services.
The Customer is granted a non-exclusive license to use these elements for the sole purpose of using the Services.
All disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, all acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of Minari are strictly prohibited and may be subject to legal action.
Article 12. Privacy
Minari and the Customer agree that the Confidential Information :
● are kept strictly secret;
● be disclosed internally only to those members of its staff who need to know it, and to its auditors, advisors or external service providers who are bound by the same confidentiality obligations as those set out herein, and be used by them only for the purpose of carrying out the Services;
● not be used, in whole or in part, for any purpose other than that defined above, without the prior written consent of the disclosing party;
● not be disclosed or likely to be disclosed, either directly or indirectly, to any third party or persons other than those mentioned in paragraph (ii) above;
● not be copied, reproduced or duplicated, in whole or in part, if such copies, reproductions or duplications are not for the disclosing party's own needs or have not been expressly authorized by the disclosing party in writing.
This obligation does not extend to documents and information :
● of which the receiving party was already aware;
● already public at the time of their communication or which would become so without violation of the present ;
● that have been lawfully received from a third party;
● the communication of which may be required by judicial authorities, in application of laws and regulations or in order to establish the rights of a party under the present contract.
Minari and the Customer also agree, upon expiration or termination of the Services, to return to the other party and/or destroy all documents containing Confidential Information provided to Minari during the Term and not to retain any copies thereof.
It is expressly agreed between Minari and the Customer that the Confidential Information shall remain the property of the party having disclosed it and that its disclosure hereunder shall in no event be construed as conferring any right, express or implied, to the party receiving it, including any intellectual property right, with respect thereto.
This confidentiality obligation shall continue in effect for five (5) years following termination of the Services, for any reason whatsoever.
Article 13. Protection of Personal Data
13.1. General provisions
The Parties undertake to comply with the applicable rules on data protection and, in particular, with Law No. 78-17 of January 06, 1978 as amended, known as the "Loi Informatique et Libertés", as well as Regulation (EU) 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data, known as the "GDPR".
All data protection terms used in this article are defined in Article 4 of the GDPR.
For all processing of Personal Data entrusted to Minari in the performance of the Services, the Parties expressly acknowledge that the Customer is the data controller, and that Minari is a subcontractor.
13.2. Processing carried out by Minari as a subcontractor
Minari is authorized to process on behalf of the Customer the Personal Data necessary to provide the Services.
The nature of the operations carried out on Personal Data is the collection, recording, organization, storage, updating, reproduction, making available, consultation, use, transfer, anonymization and deletion of Personal Data entrusted within the framework of this processing.
The purposes of the processing are: the creation of User Accounts, the management of canvassing and requests for information;
The persons concerned by the processing are Users and the Customer's contacts and prospects.
The data that Minari is likely to collect are the following: identification data (title, surname, first name, address, telephone number, email), data relating to professional life (position, company, activity), and all data relating to recordings of meetings and telephone calls (video, audio, and all information communicated during meetings).
13.3. Minari's obligations as a subcontractor
Minari is committed to :
● process Personal Data solely for the purpose of providing the Services;
● process Personal Data in accordance with the Customer's documented instructions. If Minari considers that an instruction constitutes a breach of the GDPR or any other provision of Union or Member State law relating to data protection, it will immediately inform the Customer. In addition, if Minari is required to transfer data to a third country or to an international organization under Union law or the law of the Member
State to which it is subject, it must inform the Customer of this legal obligation prior to processing, unless the relevant law prohibits such information on important grounds of public interest ;
● guarantee the confidentiality of Personal Data processed as part of the provision of Services;
● ensure that its personnel authorized to process Personal Data :
● are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality;
● receive the necessary training in the protection of Personal Data.
● take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default.
Upon written request, Minari provides the Customer with reasonable assistance in carrying out impact analyses relating to the protection of Personal Data, as provided for by the GDPR. Minari provides the Data Controller with all necessary information concerning the processing entrusted to it in order to assist it in fulfilling its legal obligations.
13.4. Fate of Personal Data
At Customer's option and within thirty (30) business days of Customer's request to Minari at the end of the Term, Minari will immediately return to Customer all Personal Data and all copies thereof, or securely delete or destroy the Personal Data.
13.5. Subcontracting
Minari has a general authorization from the Customer to use the subcontractors listed in Appendix 1. Minari undertakes to inform each Customer, in writing, thirty (30) days prior to any contemplated change regarding the addition or replacement of subcontractors. This information must clearly indicate the processing activities to be subcontracted and the identity of the subcontracting entity.
If the Customer has legitimate and reasonable grounds to object to the appointment of a subsequent new subcontractor, the Customer shall have a period of thirty (30) days following the notification issued by Minari to present its objections in writing, including by email, failing which the Customer shall be deemed to have approved and accepted the changes.
In such a case, Minari and the Customer agree to discuss in good faith any objections raised by the latter. If the Parties fail to reach an agreement, either may terminate the Contract by giving written notice to the other.
Minari will enter into an agreement with any subsequent subcontractor containing the same obligations as set forth in these TCSU, including requiring the subsequent subcontractor to process Customer Personal Data only in accordance with Minari's written instructions.
Minari shall remain fully liable to the Customer for any processing carried out by the subsequent subcontractor in breach of the obligations of these TCSU.
13.6. Data transfer
Users' Personal Data is hosted in France.
Some Personal Data is processed by subcontractors located outside the European Union.
Minari has ensured in advance that transfers benefit from a level of protection equivalent to that of the Union and are accompanied by appropriate safeguards, in particular those provided for in Articles 45 and 46 of the GDPR.
13.7. Exercising rights
Insofar as possible, Minari shall assist the Customer in fulfilling its obligation to comply with requests to exercise the rights of data subjects: right of access, rectification, erasure and objection, right to the limitation of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).
When data subjects request Minari to exercise their rights, Minari must send such requests immediately upon receipt by e-mail to the e-mail address provided by the Customer to Minari for this purpose.
13.8. Notification of Personal Data breaches
Minari will notify the Customer by e-mail of any Personal Data breach as soon as possible after becoming aware of it. Such notification shall be accompanied by all relevant documentation to enable the Customer, if necessary, to notify the relevant supervisory authority of the breach. If, and insofar as, it is not possible to provide all the information at the same time, the information may be communicated in stages.
13.9. Safety measures
Minari undertakes to take and maintain appropriate technical and organizational measures to protect Personal Data against any breach.
13.10. Register of categories of processing activities
Minari declares that it keeps a written record of all categories of processing activities carried out on behalf of the Customer.
13.11. Audit
The Customer may, once a year and at its own expense, have audits, including inspections, carried out by Minari or by an auditor appointed by the Customer. The Customer shall inform
Minari in writing with a minimum of thirty (30) days notice. Minari will be notified of the auditor's assignment prior to its commencement. All persons involved in the audit are subject to the confidentiality provisions of these Terms and Conditions.
Minari undertakes, on condition that the Services are not disrupted, to allow the persons appointed by the Customer access during normal business hours to the information necessary for the performance of these tasks.
Minari undertakes to cooperate fully with the Customer or the appointed auditor during such audits and to take any corrective action necessary for the proper performance of the Contract.
13.12. Contact
Any questions relating to the protection of Personal Data can be sent to dpo@minari.ai.
Article 14. Force majeure
In accordance with the provisions of article 1218 of the French Civil Code, neither the Customer nor Minari may be held liable for failure to perform their contractual obligations if such failure is due to an event beyond their control and constitutes force majeure.
Force majeure is understood to mean the occurrence of an event presenting the characteristics of unpredictability, irresistibility and exteriority to the Parties usually recognized by French law and courts. This includes strikes, terrorist activities, riots, insurrections, wars, governmental actions, natural disasters or failure attributable to a third-party telecommunications service provider.
The party prevented from performing must inform the other party as soon as possible, indicating the nature of the force majeure event. Minari and the Customer will work together to determine the most appropriate means of mitigating, if possible, the consequences of the event(s) constituting force majeure.
If the case of force majeure persists for more than one (1) month, either party may terminate the Services, ipso jure, without legal formalities, without notice and without entitlement to compensation of any kind whatsoever, by sending a registered letter with acknowledgement of receipt with immediate effect.
If, as a result of force majeure, the affected party is prevented from fulfilling only part of its contractual obligations, it remains responsible for the performance of those obligations not affected by the force majeure and, where applicable, for its payment obligations.
Upon cessation of the force majeure event, the prevented Party must immediately inform the other Party and resume performance of the affected obligations within a reasonable period of time.
Article 15. Sales references
The Customer authorizes Minari to use the Customer's name, trademark and logo for commercial purposes, in any medium and in any form whatsoever, for the duration of the Services and beyond, for a period of one (1) year.
Article 16. No right of withdrawal
In accordance with article L.221-3 of the French Consumer Code, professionals do not benefit from the right of withdrawal for contracts concluded at a distance.
Insofar as the Customer subscribes to the Subscription as a professional and the Subscription is an online contract, the Customer does not have a withdrawal period after Subscription.
Article 17. Severability, waiver, invalidity
The TCSU constitute the entire agreement between the Customer and Minari with respect to the Subscription, and supersede any prior agreement or understanding, oral or written, relating thereto.
No waiver by either party of any of its obligations shall be deemed or construed as a waiver of its benefit. If one or more stipulations of the TCSU are declared invalid, the other stipulations shall remain in full force and effect.
In this case, the Parties shall, if possible, replace the cancelled stipulation by a valid stipulation corresponding to the spirit and purpose of the TCSU.
Article 18. Relations between the Parties
Under no circumstances may the TCSU be considered as establishing between the Parties a de facto partnership or a joint venture or any other situation entailing between them any reciprocal representation or solidarity with regard to third parties.
The TCSU shall not create any subordinate relationship between the Parties, who shall retain full and complete autonomy in relation to each other.
Article 19. Intuitu personae
The contract is concluded intuitu personae, in consideration of the Customer.
It is strictly forbidden for the Customer and Users to assign all or part of their rights and obligations under the TCSU unless authorized by Minari.
Article 20. Proof agreement
Unless otherwise stipulated in the Contract, files, data, messages and computerized records kept in the computer systems of each Party will be accepted as proof of communications between them, provided that the Party from which they emanate can be identified and that they are established and kept in conditions that guarantee their integrity.
In particular, the Parties acknowledge that :
● Data recorded and time-stamped on Minari ;
● Orders and computer recordings of operations carried out by the Customer and Users on the Customer interface and the Subscription management interface.
Article 21. Language
These TCSU have been drafted in several languages, including French. The language of interpretation will be French in the event of contradiction or dispute over the meaning of a term or provision.
Article 22. Applicable law and jurisdiction
These TCSU are governed by French law.
In the event of any dispute concerning their validity, interpretation or performance, Minari and the Customer will endeavor to settle their dispute amicably. In the event of failure to reach an amicable agreement within two (2) months of the first notice sent by one party to the other concerning the dispute concerned, the latter shall be subject to the exclusive jurisdiction of the courts of Paris (France).