Terms and conditions

Smartcontact SAS, is a French company registered with the Paris Trade and Companies Register under the number 830 254 223 and whose registered address is 75 rue d’Amsterdam 75008 Paris represented by his president Mr David Quang Minh PHAN and specialized in cloud-based phone system that includes enterprise-class call handling and that integrates with a growing list of third-party applications.

These Terms and Conditions constitute a binding agreement between Smartcontact (hereinafter “Graam”) and the users of the services (hereinafter the “Client”) and set forth the terms and conditions pursuant to which Customer may access and/or use the Website and the Services.

By clicking on the “accept” button, the Client undertakes that he have read and accepted the presents.

These Terms and Conditions may be modified at any time by Graam. The Client will be informed of any change in this Terms and Conditions by email or directly into his dashboard in a maximum of thirty (30) days before these come into effect. In the case that the changes will be performed by law the Client undertakes that this changes will come into effect immediately.

ARTICLE 1 – Definitions

Administrator : means the User who is in charge of managing the Client’s Graam accounts.

Agent : means the user who is in charge of making and receiving calls.

Client Dashboard : means the online portal through which the Client controls settings and monitors usage of the Services.

Client’s personal data : means all the information collecting by Graam concerning the Client for and during the use of the Services.

Connected user : means the user which is connected to the Services.

Inbounds calls : means any calls received by the Client throughout the Service.

Monthly Period : means a period of 28 to 31 days.

Outbounds calls : means any calls made by the Client thanks to the Service.

Order Form : means the document that may be entered between the Client and Graam, from time to time, to offset forth certain fees and the selected Services.

Terms and Conditions : means this terms, its annex and any other document, present or future, related to this terms.

Services : means any of the services made available to the Client by Graam from time to time, including Graam’s software as a service applications including all the features selected by the Client such as Graam’s phone numbers and all the features enabling the Client to make, receive and forward voice calls, including by using an Graam’s phone number and related services including any improvements, modifications, enhancements, fixes, updates, upgrades and versions thereto.

Subscription : means the right for the Client to get access to the Services for an undetermined period, subject to a payment on a monthly basis.

Supervisor : means the user in charge of managing the statistics and call flows.

User : means any physical individual for which the Client have granted an access to the Services.

Website : means all the websites throughout which, the Client access to the Services.

ARTICLE 2 – Object

These Terms and Conditions define the technical, legal and financial conditions applicable at the Client’s use of the Services.

Graam grants the Client, who accepts, the following :

an access to the Services which includes improvements, modifications, enhancements, fixes, updates, upgrades ;
the right to use the Services in accordance with those Terms and Conditions.

ARTICLE 3 – Services

3.1. Services’ content

Graam offers a cloud-based phone system that includes entreprise-class call handling and many other features enabling the Client to make, receive and forward voice calls.

Graam enables the Client to :

make and receive phone calls from a desktop or a smartphone ;
obtain phone numbers from severals countries ;
generate waiting messages (greetings, answering machine, interactive voice server) ;
prioritize calls treatment between the Agent and the Client ;
track the processing performance of Inbound and Outbound calls.

By using the Services the Client can :

buy national and international phone numbers from the countries listed in this list ;
receive Inbound calls ;
make Outbound calls ;
manage the repartition and destination of the calls ;
set Outbound calls campaigns ;
generate waiting messages (greetings, answering machine, interactive voice server ;
follow dashboards indicating the processing performance of Inbound and Outbound calls.

It is expressly agreed that the Client can access to these dashboards for informational purposes only and that Graam can’t be responsible in case of malfunction of theses tools.

3.2. Access to the Services

Graam will communicate to the Client an unique and personal login and password to access to the Services.

The Client agrees that before accessing to the Services he may verify the compatibility between the Services and his own application software.

The Client also acknowledges and agrees that a number of factors outside of Graam’s control may impact the quality of Client’s communications and the access and/use of the Services including but not limited to: Client’s local network, public Internet lines, the public switched telephone network, Client’s Internet service provider and/or local network hardware.

ARTICLE 4 – Duration

4.1. Duration of the Subscription

The Client subscribe to the Services for an undetermined period from the day of the Subscription.

The first Monthly Period shall begin on the day of the Subscription. The next Monthly Periods will begin on the first day of the month.

4.2. Termination

Each Party may terminate the Agreement and any Services purchased hereunder by giving a prior written notice to the other Party within thirty (30) days.

The Client will be able to ask for the portability of the phone numbers it acquires during the Agreement.

It is already agreed by the Client that any month started will be due.

ARTICLE 5 – Licensing

Graam grants to the Client a worldwide, personal, non exclusive, non assignable and non transferable right to use the Services during the Agreement.

The Client shall not use the Services for other purposes than the ones defined in these Terms and Conditions. In particular, the Client shall use the Services for the purposes as defined in article 3.

The right of use means the right to represent and implement the Services in accordance with its intended purpose, as a service, via a connection to an electronic communications network.

The Client shall not under any circumstances makes the Services available to a third party, and strictly forbids any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without this list being limiting.

ARTICLE 6 – Pricing and Invoicing

6.1. Pricing

The price is divided as follow :

– a “fixed price” paid every month based on the kind of Subscription and Services chosen by the Client, of the number of phone numbers used, the numbers of users authorized to access to the Services and the number of call centers’ licenses (hereinafter the “Fixed price”). The price agreed by the Parties is the one mentioned on the Order form.

It is expressly agreed by the Client that the number of call centers’ licenses determine the number of users authorized to access to the Services. There can not be more users than licenses. The number of licenses can be changed at any time by the Client in his Client Dashboard or by email.

– a “various price” based on the actual Client’s consumption : the number of Outbounds calls made, the duration of these calls, the countries from or to which the calls are dedicated and the kind of phone number used.

Any started second is due in totality (hereinafter the “Various price”).

The international calls’ rate are indicated in Clients’ dashboard.

The bills will be sended to the Client every month at the email address indicated by it at the Subscription.

6.2. Payments

The fees will be charged on a monthly basis.

Payments have to be made within thirty (30) days from the date of the invoice.

In case of disagreement concerning the Services billed and debited during the month, the Client has a period of thirty (30) days from the issuance of the invoice to challenge Graam by writing to the following email address compta@graam.com.

The Client acknowledges that the information about the Client’s use of the Services have a probative value and shall prevail in any dispute arising between the Parties.

6.3. Late of payments

If the Client fails to remit any payment due to Graam pursuant to this Terms and Conditions on its due date, interest at a rate equal to three (3) times the French legal interest rate, shall accrue and be payable as a late payment. The Client will also pay an indemnity for recovery costs in the amount of forty (40) euros. Said interest shall begin to accrue at the prevailing rate on the date the Client fails to remit payment and shall continue to accrue until such payment obligation is fully satisfied.

Graam may suspend the Client’s access to the Services until full satisfaction of the payment obligation.

The Client is fully responsible for changing his payment information.

ARTICLE 7 – Website/Services modifications

The Services are designed to be available with minimal disruptions outside of regularly scheduled maintenance times.

Graam may modify, enhance and/or replace features of the Services from time to time, with prior notice displayed on the Client Dashboard within one (1) month.

The Client expressly agrees to give to Graam the right to modify the Services including the structure, the architecture, the presentation and the features.

The Client may inform Graam if any of these modification is in breach with the present Terms and Conditions.

Website’s access is granted 24/24 hours 7/7 days except for maintenance operations.

ARTICLE 8 – Client’s obligations and warranties

The Client undertakes and agrees that it is responsible for the use of the Services and for the confidentiality and use of its login details.

The Client may inform Graam without delay in the event of loss, theft or disclosure of any or all of the login details, if the Client believes the confidentiality or security of any or all of the login details has been compromised in any way or in the event of the Client learning about a possible or actual unauthorized access to and/or use of the Website and/or the Services.

The Client undertakes to use the Services in accordance with the law and the regulations in force as well as morality. The Client shall cause its users not to use the Services to :

circumvent or disable any technological features or security measures implemented in the Services ;
use the Services to send any content that violates any law, published policy or any applicable third-party policy or requirement made available by Graam ;
use the Services to transmit pornographic, racist, violent, or other personal information ;
disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so ;
separate components of the software or Services for use on different devices ;
publish, copy, rent, lease, sell, export, import, distribute, or lend the software or the Services, unless Graam expressly authorizes the Client to do so ;
transfer the software, any software licenses, or any rights to access or use the Services ;

If the Client violates these Terms and Conditions, Graam may, in its sole discretion, stop providing the Services to the Client or may close Client’s Dashboard.

ARTICLE 9– Graam’s obligations and warranties

Graam shall makes its best efforts to maintain a high level of quality of service and maintain access to the Services.

In support of the Services, Graam will respond to services’ related incidents and/or requests submitted by the Client within the following time frames :

For high priority issues within twenty-four (24) hours ;
For medium priority issues within forty-eight (48) hours ;
For low priority issues as soon as possible.

Graam makes no warranties express or implied, grantees or conditions with respect to the Client’s use of the Services. More specifically Graam will not be responsible in case of :

Client’s refusal to collaborate with Graam to solve incidents and/or respond requests submitted to the Client ;
Client’s misuse of the Services as defined by law and these Terms and Conditions ;
Client’s non authorized modification of the Services ;
Client’s failure to meet its obligations under these Terms and Conditions ;
Client’s implementation of any software package, software or operating system that is incompatible with the Service ;
Client’s local network, public Internet lines, the public switched telephone network failure ;
voluntary act of degradation, malice, sabotage ;
damage due to a fault or negligence of the Client, of any Client’s users who had access to the Services, and more generally of any damage that could have been avoided or decreased if the event causing had been reported earlier to Graam.

ARTICLE 10 – Intellectual Property

The Website is a work protected by intellectual property. This work includes, but is not limited to, its general structure, tree structure, text and any other data that may be included.

The Website and the information it contains may not be reproduced or used for the production of derivative works without the prior written consent of Graam.

Any reproduction, representation, modification, publication, in total or in part, any transmission of the Website or its content or, more generally, any unauthorized use of the Website and the information it contains is forbidden without Graam’s prior consent.

Graam is and remains the only owner on the intellectual property rights on the Services and more specifically on the software. These Terms and Conditions do not confers to the Client any right of ownership on the Services.

ARTICLE 11 – Warnings

By accepting these Terms and Conditions the Client undertakes that its informed of the unreliability of the Internet network, particularly in terms of relative security in the transmission of data, continuity in access to the Services, unsecured performance in terms of volume and speed of data transmission.

ARTICLE 12 – Security

Graam will makes its best efforts to ensure Services’ security and to implement all procedures to limit the risks associated with intrusions, hacking, or the insertion of viruses on its server and / or on the Services.

Nevertheless, the Client agrees that Graam won’t take any responsibility in case of intrusion, hacking, or insertion of viruses.

ARTICLE 13 – Personal data

Under these Terms and Conditions, the Client shall be considered as the data controller for all the data related to his own clients (hereinafter the “Data”) and Graam as the data processor acting under Client’s instructions as defined in article 28 of the General Data Protection Regulation (Regulation (EU) 2016/679 ).

The collecting, processing and security of the Data are governed by the provision of the law enacted in January 6, 1978 untitled « Loi Informatique et Libertés » as modify by the provisions of the General Data Protection Regulation (hereinafter “GDPR”) and by the provisions of the directive 2002/58 on privacy and electronic communications services, as well as by all texts that may succeed them (hereinafter « Applicable Regulation »).

The way Graam is processing with Client’s Data is described in the Privacy Policy.

The access to the Data in strictly limited to the Client except otherwise authorized by it.

Datas related to the use of the Services (in particular Outgoing Calls datas) and necessary for the establishment of billing are archived for a period of ten (10) years from the date of issue of the invoice in accordance with Article L123-22 of the French Commercial Code.

ARTICLE 14 – Cookies

Graam collects data from the Client, through its interactions with the Client and through its Services. The Client provide some of this data directly, and Graam get some of it by collecting data about Client’s interactions, use, and experiences with Graam’s Services. The data Graam collects depends on the context of its interactions with the Client and the Client’s choices, including privacy settings. For more informations, please consult the Cookies Policy.

ARTICLE 15 – Liability

Each Party assumes responsibility for the consequences arising from its mistakes, errors or omissions, as well as any errors, errors or omissions of its potential subcontractors and causing direct damage to the other Party.

Graam shall not be held liable for indirect or unforeseeable losses or damages of the Client or third parties, including any lost profit, loss, inaccuracy or corruption of files or data, commercial loss, loss of turnover or profit, loss of customers, loss of opportunity, cost of obtaining a product, service or technology of substitution, in relation to or resulting from the non-performance or faulty performance of Services .

In all cases, the amount of the liability of Graam is strictly limited to reimbursement of the amount of the sums actually paid by the Client on the date of occurrence of the event giving rise to liability.

Graam can not, in addition, be held responsible for the accidental destruction of the Data by the Client or a third party who has accessed the Services by means of the login given to the Client.

ARTICLE 16 – Force Majeure

Graam is not responsible or liable for any failure to perform or delay in performing its obligations under these Terms and Conditions to the extent that the failure or delay is caused by circumstances beyond Graam’s reasonable control (such as labor disputes, acts of God, war or terrorist activity, malicious damage, accidents or compliance with any applicable law or government order). Graam will endeavor to minimize the effects of any of these events and to perform the obligations that aren’t affected.

The Party establishing the event shall promptly and without delay inform the other Party of its inability to perform its obligations.

ARTICLE 17 – Final provisions

17.1 Nullity

If one of the provisions of these Terms and Conditions becomes or would be declared null, prohibited or ineffective, the validity of the other provisions of the Terms and Conditions would not be questioned.

In such a case, the Parties shall, as far as possible, replace the canceled stipulation by a valid one corresponding to the spirit and purpose of these presents.

17.2 Non-waiver provision

The fact, for Graam, not to take advantage temporarily or permanently of one or more clauses of these Terms and Conditions does not waive in any case to use the rest of said Terms.

17.3 Governing law

The applicable law between the Parties is the French law.

17.4 Amicable settlement

All disputes that may arise between the Parties must be submitted to amicable settlement.

17.5 Assignment of jurisdiction

These Terms and Conditions, and any dispute resulting therefrom, shall be subject to the exclusive jurisdiction of the Paris Commercial Court (Tribunal de commerce de Paris). The illegality, invalidity or unenforceability of any provision of these Terms and Conditions will not affect the legality, validity or enforceability of any other provision.