Terms of sale

The Midcall service is published by Pertinence RH & Stratégie, a French société par actions simplifiée with share capital of EUR 21,000.00, registered with the Bordeaux trade and companies register under number 819 839 531, with its registered office at 9 rue de Condé, 33000 Bordeaux, France (hereinafter "Midcall" or "we"). EU VAT number: FR88819839531.

Contact, including for any question relating to personal data: edward@midcall.ai.

These terms of sale govern the supply of the Midcall service (the "Service"): an AI-powered sales assistance tool which, during a rep's video calls, transcribes the conversation live, offers them guidance, and then produces a summary, an analysis and a score. The Service comprises the app.midcall.ai web application, the Midcall Chrome extension and, optionally, a meeting assistant.

They supplement the terms of use of the midcall.ai website (the "Terms of use"), whose articles 7 to 11 (data protection, informing participants, employee evaluation, artificial intelligence, retention) form an integral part of the contract and apply to the Service. In the event of conflict, these terms of sale prevail, except for articles 7 to 11 of the Terms of use, which prevail on their subject matter.

Access to the Service is not open online: accounts are created by our team after a demo. Subscription is formalised by a quote or order form signed by the Client, specifying the plan chosen, the number of seats, the pricing and, where applicable, any special conditions agreed. Signing the order form constitutes acceptance of these terms of sale.

The Client is a legal entity acting for professional purposes, represented by a duly authorised person. The Service is not intended for consumers.

Live coaching. During a video call, real-time transcription and guidance cards shown to the rep, in the web application or in the Chrome extension.

Post-call. Summary, analysis and score of the call, made available in the Client's workspace.

Meeting assistant (option). An automated participant joins the video call to capture the conversation, under the conditions described in the privacy policy.

Integrations (option, at the user's initiative). Calendar (Google, Microsoft) and the Client's CRM.

The detail of the features, their known limitations and the human oversight measures are set out in the instructions for use provided for in article 10.2 of the Terms of use.

The Service is billed per seat (one seat = one named user), under two plans whose content is described in the order form: a Pro plan (monthly cap on coaching hours) and a Max plan (unlimited coaching and team management features). Onboarding fees (configuring the Client's selling context, loading its methods and objections, training) may apply in addition, on a one-off basis, at the rate stated in the order form.

The minimum number of seats and the applicable pricing are those of the order form. A seat may be reassigned to another of the Client's users; it may not be shared concurrently.

A free trial may be agreed on a case-by-case basis following the demo. Its duration is determined by mutual agreement and stated in the order form, generally between seven (7) and fourteen (14) days.

At the end of the trial, the subscription starts unless the Client waives it in writing before the deadline. Data produced during the trial moves into the Client's workspace if it continues, and is deleted under the conditions of article 11.5 of the Terms of use if it waives and requests deletion.

Unless otherwise stated in the order form, the subscription is entered into for an initial term of twelve (12) months, renewed by tacit agreement for successive twelve-month periods. Either party may object to renewal in writing at least one (1) month before the end of the current period.

Any period started is due in full. At the end of the contract, access to the Service ceases and data is handled in accordance with article 11.6 of the Terms of use (retention, early deletion or return on request).

Either party may terminate as of right in the event of a material breach by the other party that remains unremedied thirty (30) days after written formal notice.

Prices are stated excluding tax and invoiced at the frequency set out in the order form (monthly by default). Invoices are payable on receipt, by direct debit or bank transfer.

In the event of late payment: penalties at the increased statutory interest rate under the conditions of article L. 441-10 of the French Commercial Code, a fixed recovery indemnity of EUR 40, and the right for Midcall to suspend access to the Service after formal notice has remained without effect for fifteen (15) days.

Midcall may revise its pricing at renewal, with written notice of at least thirty (30) days before the renewal date; the Client may then object to renewal under the conditions of article 7.

The Service, the Midcall brand, its software, prompt templates and graphic elements remain the exclusive property of Pertinence RH & Stratégie. For the duration of the contract, the Client is granted a non-exclusive, non-transferable and non-sublicensable right to use the Service, limited to its internal needs and to the number of seats subscribed.

Content produced by the Service from the Client's conversations (transcripts, summaries, analyses, scores) is the property of the Client. The selling context supplied by the Client (methods, objections, documents) remains its property; Midcall uses it solely to provide the Service.

In accordance with article 8.6 of the privacy policy, Midcall does not use the Client's data to train artificial intelligence models. Internal quality control through replay of conversations, described in article 11.4 of the Terms of use, does not constitute model training.

The Client undertakes to:

• provide accurate information and keep it up to date;
• ensure the confidentiality of its users' credentials;
• ensure its users inform conversation participants (article 8 of the Terms of use) and, with regard to its employees, comply with the information and consultation obligations set out in article 9 of the Terms of use;
• use the Service only for lawful activity, excluding any fraudulent or discriminatory use or any use infringing the rights of third parties;
• not attempt to circumvent the technical measures of the Service, nor to extract its models or reverse-engineer it.

The Client indemnifies Midcall against any third-party claim resulting from a breach of these obligations.

Midcall undertakes, under a best-efforts obligation, to provide the Service diligently and in accordance with the state of the art: corrective and evolutive maintenance, secure hosting under the conditions of the privacy policy, and email support at edward@midcall.ai on business days.

The suggestions, analyses and scores produced by the Service are provided as decision support, under the conditions and limits of articles 9.3, 10.3 and 12.2 of the Terms of use. They do not replace human judgement.

Midcall may subcontract all or part of the Service under the conditions of article 7.4 of the Terms of use, and remains responsible for the subcontracted services.

Article 12 of the Terms of use applies: the Service depends on third-party providers (transcription, language models, hosting) and is provided without any service level commitment, unless otherwise agreed in writing in the order form. Should a language model provider be unavailable, Midcall may temporarily switch to a backup provider listed on the subprocessors page (article 7.4 of the Terms of use), under the same data protection conditions.

Midcall's liability is limited to direct and proven damage, excluding any indirect damage (loss of revenue, loss of opportunity, loss of data attributable to a failure by the Client to back up, reputational harm). It is capped, all causes combined, at the amounts actually received by Midcall for the Service over the twelve (12) months preceding the triggering event.

These limitations do not apply in the event of gross negligence or wilful misconduct, nor to personal injury, nor where the law prohibits them.

The roles of the parties, the processing commitments, sub-processors, transfers outside the European Union, the information of participants, the framework for employee evaluation and retention periods are governed by articles 7 to 11 of the Terms of use and by the privacy policy (midcall.ai/en/privacy, section 8), which together constitute the parties' data protection agreement.

Each party shall keep confidential the non-public information received from the other in connection with the contract, for its duration and four (4) years thereafter. This does not cover information that has entered the public domain without fault, was already known to the recipient, was independently developed, or whose disclosure is required by law or by an authority.

Unless the Client objects in writing, Midcall may cite its name and logo as a commercial reference for the duration of the contract. The Client may withdraw this authorisation at any time with thirty (30) days' notice.

Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code. The prevented party shall notify the other without delay. If the impediment exceeds sixty (60) days, either party may terminate without compensation.

The records, logs and timestamped data of the Service are binding between the parties, who accept them as admissible evidence.

During the term of the contract and up to thirty (30) days after its end, the Client may request an export of the data in its workspace (transcripts, summaries, analyses, scores and account brief) in a structured, commonly used and machine-readable format. Beyond that, article 11.6 of the Terms of use applies.

Midcall may amend these terms of sale with thirty (30) days' written notice. The new conditions apply at the following renewal; a Client that refuses them may object to renewal under the conditions of article 7.

These terms of sale are drafted in French, which prevails over any translation. This English version is provided for information only. They are governed by French law. Failing an amicable resolution within two (2) months, any dispute falls within the jurisdiction of the competent courts of the publisher's registered office.