Terms and Conditions of Sale and Use

This English version is provided for convenience. In the event of any discrepancy, the French version prevails.

Service Provider VLB Group SARL · SARL with variable capital · RCS registration in progress · 14 rue Quarailles, 57280 Fèves, France · hello@xenaos.com · Version of 28 October 2026 (evening)

Article 1 — Purpose

These Terms and Conditions of Sale and Use set out the conditions under which the Service Provider makes the Kardanos Platform and the associated Services available to the Client. They apply exclusively to business-to-business relationships. By subscribing, the Client declares that it is acting for business purposes.

Article 2 — Description of the services

Kardanos is a SaaS solution of AI assistants: a voice agent (Sophia), a management application (Cockpit) and an assistant for teams (Pocket). Depending on the plan chosen, the services may include: answering inbound calls, outbound calls, written answers on the customer’s website (widget), qualification, appointment booking, call transfer, sending confirmations and reminders, sorting incoming emails and drafting replies (email agent), playbooks, integrations, the management application, onboarding and support.

The plans offered are Flex, Start, Pro, Business, Pocket only and Email agent only. The content of each plan (conversations and minutes included, number of users, Pocket level, SMS reminders, written website conversations, mailboxes connected to the email agent, features) is as described on the Pricing page of the website on the date of subscription. Each user has use of Cockpit (in an essential version with the Flex plan) and, from the Start plan upwards, of Pocket.

Article 3 — Subscription and free trial

Subscription is reserved for businesses. The Flex, Start, Pro and Email agent only plans begin with a 14-day free trial. When ordering, the Client saves a payment method; nothing is charged during the trial. The trial starts when Sophia receives the first call after call forwarding is set up, and no later than 7 days after the order; for the Email agent only plan, it starts on the order. Its end date is shown in Cockpit. During the trial, the Client has the features of the Flex plan, for an indicative volume of 50 conversations (for the Email agent only plan: the features of that plan); the features of the plan ordered are activated at the end of the trial. The Client is informed by email at least 3 days before the end of the trial. The Client may cancel at any time during the trial, in one click from Cockpit (My plan) or in writing: nothing is then due and the Sophia number assigned is released. Unless cancelled, the subscription to the plan ordered starts automatically at the end of the trial and the first month is charged. The Client may also start the subscription before the end of the trial from Cockpit. A Client benefits from the free trial only once. The Business plan and quoted offers do not include a trial unless the quotation states otherwise.

Article 4 — Financial terms

Prices are in euros excluding VAT. They are those on the Pricing page on the date of subscription, namely:

Conversations and minutes. A conversation corresponds to 2 minutes of call time on average. Allowances are expressed in conversations for clarity; they are counted in minutes (100 conversations = 200 minutes), and only minutes are authoritative on invoices. The length of each call, inbound or outbound, is measured to the second as recorded by the Platform. Durations are added up over the usage period, with no rounding per call. The usage period is monthly and runs from the subscription anniversary date, that is the end of the trial. Included minutes apply to the current period and are not carried over. Beyond the allowance, a pack of 50 conversations (100 minutes) at €39 excl. VAT is added automatically from the first full minute over, then for each new block of 100 minutes started; any remaining fraction of a minute is not counted. The Client is notified at 80% of the allowance and each time a pack is added. Packs are billed at the end of the period. The Client can see usage in real time in Cockpit.

Fair use. The “unlimited” written conversations of the Pro and Business plans mean normal use by visitors to the Client’s website, within 3,000 conversations a month with Pro and 10,000 with Business. Beyond that, or in case of abnormal use (bots, automated messages), the Provider contacts the Client to agree on a solution; it may limit the chat window in case of obvious abuse, after informing the Client.

Setup. Setup is free with the Flex, Start and Pro plans. For the Business plan and for the following items, it is subject to a prior quotation accepted in writing by the Client: integrating software without a usable API, integrating an additional software, and deployment on more than 3 sites.

Included SMS and written conversations apply to the current month and are not carried over. Conversation packs, SMS and written conversations beyond the quota and additional users and mailboxes are billed at the end of the month at the rate of the plan subscribed. Nothing is billed during the free trial. Applicable VAT is added to prices excluding VAT: French VAT at the applicable rate for customers established in France, reverse charge by the Client for businesses established in another EU Member State with a valid VAT number. Any late payment may lead to suspension of access after notice remaining without effect, as well as a fixed recovery fee of €40.

Article 4a — Return guarantee

For the Flex, Start, Pro and Business plans (excluding Pocket only and Email agent only), the Service Provider guarantees that the revenue recovered thanks to Sophia covers at least the price of the monthly subscription. Recovered revenue for a calendar month is calculated in Cockpit: number of appointments booked by Sophia during the month, multiplied by the average value of an appointment set when the account is opened (failing that, the typical value for its industry shown in Cockpit). This amount is reported to the Client on the first day of the following month, in the monthly report.

If this amount is lower than the subscription price excluding VAT for the month concerned, excluding options, additional users and packs, the following month of subscription is free, through a credit note applied to the next invoice. The guarantee applies from the second paid month, provided that, throughout the month concerned: (i) call forwarding to Sophia is verified and remains active, at least when the line is busy and outside opening hours; (ii) the Client’s calendar is connected to Cockpit and allows appointments to be booked; (iii) the Client is up to date with its payments. Only months actually paid for give rise to the guarantee: a month granted free under it cannot give rise to another. The average value of an appointment is declared by the Client when the account is opened and approved by the Service Provider; it cannot be lower than the industry minimum (€80 excl. VAT) and can then only be changed by the Service Provider. If the guarantee applies twice in a row, the Service Provider will offer the Client a plan better suited to its call volume. The guarantee cannot be converted into a refund.

Article 5 — Term, change of plan and termination

All plans are without commitment: the subscription is monthly, renewed automatically each month, and may be cancelled at any time, cancellation taking effect at the end of the current paid period. During the free trial, cancellation is immediate and free of charge (article 3). Annual or committed subscriptions taken out before 26 October 2026 remain governed by the terms in force when they were taken out. The Client may change plan at any time, from Cockpit (My plan) or in writing; the new plan applies as soon as it is activated. For the Flex and Start plans, the Client may turn on “automatic switching to the best plan” in Cockpit: as soon as the minutes used over the period make the next plan up (Start, or Pro) cheaper than the current plan, the subscription moves to that plan, the subscription difference being billed pro rata for the remaining days. All minutes of the period are then counted under the new plan. The Client is informed by email. No plan is ever reduced automatically; the Client may turn this option off and ask to return to the previous plan, applicable from the next period.

Article 6 — Client obligations

Article 7 — Artificial intelligence

Output generated by artificial intelligence may contain errors or approximations. The Client remains responsible for configuring and supervising communications. The Service Provider recommends human validation for sensitive cases. Replies drafted by the email agent are only sent after an action by the Client (the “Send” button), unless the Client itself turns on the immediate reply to leads (Pro and Business plans), outside its opening hours or when the reply contains no uncertain information: the reply is then sent automatically, signed “The assistant of” followed by the Client’s name. The Client can turn this option off at any time and remains responsible for the emails sent from its mailbox.

Article 8 — Liability

The Service Provider’s total liability is limited to the amount paid by the Client in respect of the three months preceding the event giving rise to the claim. The Service Provider shall not be liable for indirect damage.

Article 9 — Payment

Subscriptions and fees are paid by card or direct debit via Stripe, on subscription and then on each due date. Amounts invoiced at the end of the month are payable on receipt of the invoice. Any late payment automatically bears late-payment interest equal to the European Central Bank rate plus 10 percentage points (Article L. 441-10 of the French Commercial Code), in addition to the fixed €40 recovery fee provided for in Article 4.

Article 10 — Personal data

For the data of its customers and prospects processed through the Platform, the Client is the controller and Kardanos the processor. This processing is governed by the data processing agreement (DPA), which forms an integral part of these terms. Calls are not recorded; Cockpit keeps a summary and a transcript. When the Client connects a mailbox to the email agent, the emails it receives are read, through the sub-processor Unipile (France), to be sorted, summarised and given a draft reply; Cockpit keeps the sender, subject, summary and drafted reply for 12 months. The Client can remove its mailbox at any time from Cockpit.

Article 11 — Confidentiality

Each party keeps confidential any non-public information received from the other party during the contract and for two years after it ends.

Article 12 — Availability and force majeure

The Service Provider uses reasonable means to keep the Platform available, without guaranteeing continuous availability: interruptions may occur for maintenance or because of telephony, hosting or artificial intelligence providers. Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code.

Article 13 — Termination for breach

If a party commits a serious breach that is not remedied within 30 days of formal written notice, the other party may terminate the contract automatically, without prejudice to any damages.

Article 14 — Changes to these terms and prices

The Service Provider may amend these terms. The Client is informed by e-mail at least 30 days before they take effect and may, if it disagrees, terminate its subscription at no cost before that date.

The Service Provider may also change its prices. For a current subscription, any change in price or included volume is notified to the Client by e-mail at least 30 days before it applies on monthly billing. On annual billing, the price remains unchanged until the end of the current 12-month period; the new price applies on renewal, provided it was notified at least 60 days before the renewal date. A Client who refuses the new price may terminate at no cost before it takes effect. A price change never applies to minutes, SMS or conversations already used. Where the Service Provider grants the Client temporary continuation of an earlier price, the end date of that continuation is stated in writing.

Article 15 — Governing law

These Terms are governed by French law. Failing an amicable settlement, the courts within the jurisdiction of the Metz Court of Appeal shall have exclusive jurisdiction.