Effective date: January 1, 2026
These General Terms of Service (the "General Terms") are issued by PHARADAY SAS, a French simplified joint-stock company with a share capital of €13,644.50, registered with the Bordeaux Trade and Companies Register under number 983 618 216, having its registered office at 5, Rue Fénelon, 33000 Bordeaux, France ("Pharaday").
1.1 These General Terms set out the standard conditions under which Pharaday provides its SaaS solutions and related services to its business clients (each a "Client").
1.2 The contract between Pharaday and the Client (the "Agreement") is formed of: (i) the order form signed by both parties (the "Order Form"), which identifies the Client and sets out the selected solutions, the operational scope, the deployment schedule and the applicable fees; and (ii) these General Terms, in the version identified in the Order Form.
1.3 These General Terms do not apply where Pharaday and the Client have entered into a separate, individually negotiated written agreement covering the same Services, such as a Technology Services Agreement (a "Dedicated Agreement"). In that case, the Dedicated Agreement exclusively governs the relationship between the parties for the Services it covers.
1.4 In the event of any conflict, the Order Form prevails over these General Terms, which prevail over the Platform Terms of Use.
1.5 The Agreement constitutes the entire agreement between the parties and supersedes any prior discussions on the same subject matter. The Client's own general purchasing conditions do not apply.
"Platform" means the online environment developed and operated by Pharaday through which the Services are accessed, including related applications, APIs and interfaces.
"Services" means the solutions and services selected by the Client as described in the Order Form.
"Users" means the individuals designated by the Client and authorized to access the Platform on its behalf.
"Client Data" means the data, documents and materials provided by the Client or its Users, or generated on their behalf, in the course of using the Services.
"Outputs" means the analyses, suggestions, pre-filled content or other results generated by the Services, including by artificial intelligence features.
3.1 Pharaday provides the Services with reasonable care and skill, using qualified personnel, and in accordance with applicable law. Pharaday's obligations are obligations of means (obligations de moyens).
3.2 Where the Order Form provides for a phased rollout (such as a test phase followed by a deployment phase), the scope and timing of each phase are set out in the Order Form and may be adjusted by mutual written agreement.
3.3 Pharaday may update and improve the Services at no additional cost to the Client. Updates will not materially degrade the Services.
4.1 Pharaday grants the Client, for the duration of the Agreement, a non-exclusive, non-transferable right to access and use the Services for its internal business purposes.
4.2 User accounts are created and managed under the Client's responsibility. The Client remains responsible for the acts and omissions of its Users. Each User's access to the Platform is also subject to Pharaday's Terms of Use.
4.3 The Client shall not, and shall not permit any third party to: (a) copy, modify, or create derivative works of the Platform or its underlying technology; (b) reverse engineer or attempt to extract its source code, models or datasets; (c) resell, sublicense or provide access to the Services to third parties; (d) use the Services or the Outputs to build, train or improve any competing product or any AI model; (e) circumvent security or usage restrictions; or (f) use the Services for any unlawful purpose.
5.1 The fees are set out in the Order Form. Unless stated otherwise, all fees are exclusive of taxes, which are borne by the Client.
5.2 Invoices are payable within thirty (30) calendar days of the invoice date, by bank transfer. Fees paid are non-refundable except as expressly provided in the Agreement.
5.3 Any amount unpaid at its due date bears interest automatically at 1.5% per month (or the maximum rate permitted by law, if lower). Pharaday may suspend access to the Services in the event of continued non-payment, and may terminate the Agreement if payment remains outstanding more than forty-five (45) days after the due date.
5.4 Fees may be revised annually with effect from each renewal date, upon prior written notice to the Client.
6.1 Pharaday uses commercially reasonable efforts to achieve 99% monthly uptime for the Platform, excluding scheduled maintenance. Pharaday does not guarantee uninterrupted service.
6.2 Standard support is available during business hours (9:00 a.m.–6:00 p.m. French time, on French business days) through the in-Platform live chat (preferred channel) or by email at contact@pharaday.net. A 24/7 hotline is available for critical incidents severely affecting the Services.
6.3 Pharaday will respond to reported incidents with diligence proportionate to their severity, starting with blocking incidents, and will keep the Client informed of their resolution.
The Client shall: (a) provide in a timely manner the information, data and cooperation reasonably needed for the performance of the Services; (b) ensure that Client Data is accurate, lawful, and does not infringe third-party rights; (c) maintain the internet access and equipment required to use the Services, at its own cost; and (d) ensure that its Users use the Services in accordance with the Agreement.
The Services include features powered by artificial intelligence. These features are designed to assist the Client and its Users: they are a decision-support aid and shall in no event substitute for human judgment. The Client remains responsible for reviewing and validating AI-generated content before use, and for the decisions taken on that basis.
The Platform, the Services, the underlying software, AI models and documentation are and remain the exclusive property of Pharaday and/or its licensors. No intellectual property right is transferred to the Client other than the right of use expressly granted in Section 4.1. Each party retains ownership of its pre-existing know-how, methods and tools.
10.1 Client Data remains the exclusive property of the Client. The Client grants Pharaday the right to use Client Data solely as necessary to provide the Services and for the duration of the Agreement.
10.2 Pharaday does not sell, monetize, or otherwise exploit Client Data for any purpose. Pharaday does not use Client Data to train its artificial intelligence models. Client Data is used solely to provide, operate, secure, support and maintain the Services for the Client, and for no other purpose.
10.3 Upon termination of the Agreement, Pharaday will, at the Client's request made within thirty (30) days, return the Client Data in a standard format, then delete it from its systems, subject to legal retention obligations.
11.1 Each party shall keep confidential all non-public information received from the other party in connection with the Agreement, use it solely for the performance of the Agreement, and disclose it only to those of its personnel and advisors who need to know it and are bound by equivalent confidentiality obligations.
11.2 These obligations do not apply to information that is or becomes public without breach, was already lawfully known, is received from a third party without confidentiality restrictions, is independently developed, or must be disclosed by law or court order (with prior notice to the other party where legally permitted).
11.3 Confidentiality obligations survive for five (5) years after the end of the Agreement.
12.1 Where Pharaday processes personal data on behalf of the Client in the course of providing the Services, Pharaday acts as processor and the Client as controller within the meaning of the EU General Data Protection Regulation (GDPR). Such processing is governed by Pharaday's Data Processing Agreement ("DPA"), available at www.pharaday.ai/dpa, which forms an integral part of the Agreement.
12.2 In summary, Pharaday: processes personal data only on the Client's documented instructions; implements appropriate technical and organizational security measures; ensures its personnel are bound by confidentiality; notifies the Client without undue delay of any personal data breach; assists the Client in meeting its own GDPR obligations; and returns or deletes personal data at the end of the Services. The Platform includes a GDPR-compliant anonymisation module for sensitive personal data such as crew and passenger lists.
12.3 Pharaday hosts and processes Client Data within the European Union, and does not transfer personal data outside the EU without appropriate safeguards.
13.1 The Agreement takes effect on the effective date stated in the Order Form, for an initial term of one (1) year, and is tacitly renewed for successive one (1)-year periods unless terminated by either party with ninety (90) days' prior written notice.
13.2 Either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and fails to remedy the breach within thirty (30) days of written notice.
13.3 Upon termination for any reason: access to the Platform ceases; all amounts due up to the termination date become immediately payable; and each party returns or deletes the other party's confidential information, subject to Section 10.3.
14.1 Pharaday is liable only for direct and foreseeable damages resulting from a proven breach of its obligations. Neither party shall be liable for indirect or consequential damages, including loss of business, loss of profits, or reputational harm.
14.2 Pharaday is not liable for damages resulting from inaccurate or incomplete Client Data, from the Client's or Users' misuse of the Services, from failures of the Client's systems or internet connectivity, or from the Client's use of Outputs without the human review provided for in Section 8.
14.3 Each party's total aggregate liability under the Agreement is capped at the amounts paid by the Client for the Services during the six (6) months preceding the event giving rise to the claim. This cap does not apply in cases of gross negligence (faute lourde), wilful misconduct (dol), bodily injury, or breach of Section 11 (Confidentiality).
14.4 The parties acknowledge that the fees reflect this allocation of risk, which is an essential condition of the Agreement.
Neither party is liable for a failure or delay caused by a force majeure event within the meaning of Article 1218 of the French Civil Code (excluding payment obligations). If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the Agreement by written notice without liability.
16.1 Amendments to these General Terms. The Client is bound by the version of the General Terms in force on the date of signature of the Order Form. Pharaday may publish updated versions; an updated version applies to an existing Agreement only from its next renewal date, subject to at least sixty (60) days' prior notice to the Client.
16.2 Assignment. Neither party may assign the Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger or sale of business, with notice to the other party.
16.3 Notices. Notices are validly given by email to the contacts designated in the Order Form. Notices of breach or termination require proof of receipt.
16.4 Marketing reference. Unless the Client objects in writing, Pharaday may identify the Client by name and logo as a customer in its commercial references. Any case study, testimonial or communication of specific performance figures requires the Client's prior written approval.
16.5 Independent contractors — Severability — No waiver. The parties are independent contractors. If a provision is held invalid, the remainder of the Agreement remains in force. Failure to enforce a right is not a waiver of that right.
16.6 Electronic signature and records. The Order Form may be signed electronically. Each party's digital records constitute valid evidence.
16.7 Language. These General Terms are drawn up in English, which is the binding version.
The Agreement is governed by French law. The parties will first attempt in good faith to resolve any dispute amicably within thirty (30) days of written notice. Failing amicable resolution, any dispute shall be submitted to the exclusive jurisdiction of the courts within the jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants or third-party claims.
For any question regarding these General Terms, please contact us at contact@pharaday.net.