Conditions générales d'utilisation

1. Agreement

These Terms of Service ("Terms") govern the use of the website, software, and services ("Services") provided by Kova SA, a company registered under the laws of the Canton of Geneva, Switzerland, with its registered office in Geneva ("Kova", "we", "us").

By accessing or using our Services you agree to be bound by these Terms. If you do not agree, do not use the Services.

2. Description of Services

Kova designs, builds, and deploys artificial-intelligence agents ("Agents") that automate repetitive business tasks including, but not limited to, email management, document processing, scheduling, financial reconciliation, and customer communication. Services are provided through a combination of cloud-hosted software and, where applicable, on-premise deployment.

3. Eligibility

The Services are intended for business use. You must be at least 18 years old and have the legal authority to bind the entity on whose behalf you are accepting these Terms. We do not knowingly provide Services to consumers for personal, non-professional purposes.

4. Account and Access

• You are responsible for maintaining the confidentiality of your account credentials.
• You agree to notify us immediately of any unauthorized use of your account.
• We reserve the right to suspend or terminate accounts that violate these Terms.
• You may not share account access with third parties without our prior written consent.

5. Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation.
• Attempt to reverse-engineer, decompile, or otherwise extract the source code of any Agent or proprietary software.
• Interfere with, disable, or overburden the infrastructure supporting the Services.
• Use the Services to process, store, or transmit data in violation of applicable data protection laws.
• Resell, sublicense, or redistribute the Services without our express written permission.
• Use the Services to generate content that is defamatory, fraudulent, or infringing on third-party rights.

6. Client Data

"Client Data" means all data, files, documents, and information you or your authorized users provide to or process through the Services.

• You retain full ownership of your Client Data.
• You grant Kova a limited, non-exclusive license to process Client Data solely for the purpose of providing and improving the Services.
• We will not sell, rent, or share Client Data with third parties except as necessary to provide the Services or as required by law.
• Upon termination, you may request export of your Client Data within 30 days. After this period, we may delete it in accordance with our data retention policies.

7. Intellectual Property

All intellectual property rights in the Services, including the Agent software, algorithms, models, user interface, and documentation, remain the exclusive property of Kova SA. These Terms do not grant you any ownership rights in the Services.

Custom configurations, workflows, and prompt templates developed specifically for your use ("Custom Work") are licensed to you for the duration of your subscription. The underlying technology and methodologies remain the property of Kova.

8. Fees and Payment

• Fees are set out in the applicable order form or service agreement executed between you and Kova.
• All fees are quoted in Swiss Francs (CHF) unless otherwise agreed.
• Invoices are due within 30 days of the invoice date, unless otherwise specified.
• Late payments may incur interest at the rate of 5% per annum in accordance with Article 104 of the Swiss Code of Obligations (CO).
• We reserve the right to adjust pricing with 90 days' prior written notice.

9. Service Level and Availability

We aim for 99.9% uptime for cloud-hosted Services, measured monthly. Specific service-level commitments, including remedies for downtime, are set out in the applicable Service Level Agreement (SLA) where one has been agreed.

Scheduled maintenance windows will be communicated at least 48 hours in advance and are excluded from uptime calculations.

10. Warranties and Disclaimers

We warrant that the Services will be provided with reasonable care and skill in accordance with generally accepted industry standards.

To the maximum extent permitted by Swiss law, the Services are provided "as is". We disclaim all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

AI-generated outputs are probabilistic in nature. While our Agents are designed for accuracy, we do not warrant that outputs will be error-free or suitable for any specific purpose without human review. You are responsible for reviewing and validating all Agent-generated outputs before acting on them.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

• Kova's total aggregate liability under or in connection with these Terms shall not exceed the total fees paid by you in the 12 months preceding the event giving rise to the claim.
• In no event shall Kova be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, business opportunity, or goodwill.
• These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

Nothing in these Terms excludes liability for fraud, gross negligence, or any liability that cannot be excluded under mandatory Swiss law.

12. Confidentiality

Each party agrees to keep confidential all information received from the other party that is marked as confidential or that, by its nature, should reasonably be considered confidential. This obligation survives termination for a period of three (3) years.

13. Term and Termination

• These Terms are effective from the date you first access the Services and continue for the duration of your subscription.
• Either party may terminate with 90 days' written notice at the end of the then-current subscription period.
• We may terminate immediately if you materially breach these Terms and fail to cure within 30 days of written notice.
• Upon termination, your right to access the Services ceases immediately. Sections on intellectual property, confidentiality, limitation of liability, and governing law survive termination.

14. Data Protection

Our processing of personal data is governed by the Swiss Federal Act on Data Protection (FADP/DSG, as revised September 2023) and, where applicable, the EU General Data Protection Regulation (GDPR). For full details, see our Politique de confidentialité.

Where we process personal data on your behalf, we will enter into a Data Processing Agreement (DPA) that meets the requirements of the applicable data protection legislation.

15. Modifications

We may update these Terms from time to time. Material changes will be communicated at least 30 days in advance via email or through the Services. Continued use after the effective date of changes constitutes acceptance.

16. Governing Law and Jurisdiction

These Terms are governed by the substantive laws of Switzerland, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts of Geneva, Switzerland.

17. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.

18. Entire Agreement

These Terms, together with the applicable order form, SLA, and DPA, constitute the entire agreement between you and Kova regarding the Services and supersede all prior agreements and understandings.

19. Contact

For questions regarding these Terms:

Kova SA
Geneva, Switzerland
legal@kovagent.com