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These Terms, together will all the Contractual Documents referenced in these Terms or in separate Contracts you might have signed with us, govern your relationship with the Squadra platform. Together, they constitute an Agreement between Customer and Squadra SAS, registered with the Marseille Trade and Companies Register under SIREN number 933 235 087 (that might be referenced in this document as ”Squadra”, “we”, “us” or “our”). Squadra SAS is a technology company specializing in AI development. Its technological platform enables the creation of AI agents—software components capable of executing workflows, taking actions autonomously based on specific sources of information, and interacting with humans through digital means.
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions section opening these Terms. By clicking a box indicating acceptance of this Agreement, executing an order form that references this Agreement, Customer agrees to the terms of this Agreement. If the individual accepting this agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to this Agreement, in which case “Customer” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept them and may not use the Services. This Agreement is in effect as of the date that the Customer signs up for any Service online or submits a signed order form that references this Agreement (the “Effective Date”). We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended. Please read these terms and conditions carefully before agreeing to proceed with your Subscription.
Agent: pieces of AI-based software that can autonomously act on information, provided by the User or not.
Customer Data: Any data, documents, or other materials that you provide to us under or in connection with these Terms or a Subscription, including any Intellectual Property Rights related to those materials.
Confidential Information: Information that is inherently confidential, designated as confidential by a party, or that the other party knows or should reasonably know is confidential. This excludes information that becomes public knowledge without a breach of confidentiality.
Contract: Any ordering or subscribe documentation or web page provided by Squadra and agreed upon by both parties, regardless of form. This sets forth the Services accessed by the Customer and any pricing.
Documentation: Any manuals, help files, and other documents we supply to you relating to the Service or its use.
Fees: Includes Subscription Fees, Quotas or any additional charges the Customer is required to pay in accordance with an Order.
Intellectual Property Rights: All present and future intellectual and industrial property rights worldwide, including copyrights, trademarks, designs, patents, moral rights, trade names, business names, domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information, and the right to have information kept confidential, as well as any rights to registration of such rights (including renewals), whether created before or after the date of this agreement.
Squadra Organization: A Squadra Organization is an individual section of the Service that allows Users to submit, post, or alter Customer Data.
Services: Squadra’s software-as-a-service platform and services including the admin platform and related APIs, as well as Agents operated and commercialized by Squadra.
Subscription Plan: The applicable subscription level of packaged functionality and services (including free trials) as detailed in the Contract, on our website, and in the applicable Documentation.
Third Party Provider: Services offered by a third-party entity that are made available on the Squadra platform and used for operating Squadra’s Services or extending some of its features. Such providers involved in processing Personal Data are referred to as Sub-Processors, with the same meanings as described in applicable Data Protection Laws such as GDPR.
Admin User (or simply User): Any individual authorized by the Customer to access the Services. Each User must use a unique identity to access and use the Services and may only access the Services to the extent authorized by the Customer.
End-User: any individual who interacts with Agents operated through the Squadra platform, whether created by Squadra or Customer..
Customer Content: Any content or data created in, stored in, or transferred into a Workspace by an Admin User. For example, Customer Content can be a conversation, prompt, instruction, input, or output returned to a User based on an input. To the extent the content is managed by a User, such content is considered User Content.
Personal Data: Any Personal Data related to the End-User and stored in their account by the User or the Customer, as well as other Personal Data provided by the End-User in unstructured data flows such as conversations with the Agents.
Website: the website at the URL provided in these Terms, as well as any other website operated by us in connection with the Solution.
The Squadra SaaS platform encompasses subscription to specific Agents, the Administration Platform and the Agent API. You might have access to each or only one of these services, depending on your subscription.
The Administration Platform is a web interface enabling administrators to configure, test, deploy, and monitor advanced agents. Its main sections include:
Agent and Functions Configuration: With a particular focus on search functions—enabling Retrieval-Augmented Generation (RAG) and other search functionalities—and API functions, providing agents with the means to act on anything controllable via an API.
Data Management: The platform includes connectors to external sources to ingest data and inject it into a Squadra table. Data can be structured (databases, APIs) or unstructured (files, documents).
Testing and Monitoring: In addition to classical visualization and monitoring capabilities, the Administration Platform also enables the review and flagging of existing conversations and reusing these conversations as a set of tests to be consistently run each time a new agent is configured.
Deployment: Agents are currently deployable on websites (via API or iFrame), WhatsApp, Discord, and Slack.
The Administration Platform is specific to an Organization. If your Subscription Tier on the Website does not specify several Organizations, your licence to use the Solution under this clause will be limited to one Organization. Squadra Organizations come in various tiers, each offering different features and functionalities. Each Squadra Organization corresponds to a website, service, or any other platform or application in which you may employ the Solution. Specifically, one Squadra Organization should not be used to host applications for multiple Organizations (meaning Companies or Associations).
Agents are controllable through a REST API. The API is subject to the same policy as the Administration Platform, in particular in regards to Squadra Organizations.
The API and the Administration Platform are subject to the same Service Level Agreement (SLA).
Some Customers and End Users will only interact with the Squadra platform by interacting with Squadra Agents. This interaction might happen over dedicated messaging applications such as Slack, Discord or Whatsapp, as well as any other electronic means of communications, including but not limited to emails, text messages, as well as voice interfaces such as vocals or phone.
The Squadra platform is constantly updated by the Squadra team to enhance features and capabilities, fix bugs, and improve the overall user experience.
You might be using or communicating with an Agent created or deployed through the Squadra platform, but that Agent was created, deployed, distributed, advertised or in any way made available to you by a third party. In that case, your contract and terms must be established with that third party. Squadra is not responsible for any contract or terms that do not comply with the Squadra terms and policies.
Nonetheless, any party that uses the Squadra Platform to distribute Agents must have agreed to provide you with Terms & Conditions complying with these Terms, and they are responsible for any Breach of these Terms or applicable Laws and Regulations. See Warrants & Liabilities.
By placing an order for a Subscription on the Website or responding to a quote for any goods, software, or services (including Additional Services), you confirm that you have the legal capacity and are of sufficient age to enter into a binding contract with us, and that you are authorized to use the payment method provided; submitting or agreeing to an Order constitutes your intention to comply with these Terms.
Your Subscription grants you access to the Services (as described in section “Description of Services”) as well as any agreed Additional Services specified in your Subscription Tier or Contract or Order Form. The benefits and limitations of your Subscription are outlined on our Website and in your Order (and may be updated from time to time by notice to you); your Subscription begins when we make The Services available to you upon payment of our Fees and continues for the Subscription Period unless terminated earlier in accordance with these Terms.
To submit an Order or use The Services as described in section “Description of Services,” you may need to register and receive an Account through the Website by providing accurate and up-to-date personal information such as contact details, payment information, and any other required information. An account is equivalent to an Organisation as described in these terms. Upon completing registration, we may, at our sole discretion, accept you as a registered user and provide an Account, but we also reserve the right to suspend or cancel your Account at any time for any reason, including failure to comply with these Terms.
You are required to pay the Fees in the amounts and at the times detailed in the relevant Order. Subscription fees must be paid to us in the amounts and at the times specified in your Order or as may be otherwise agreed upon in writing.
Fees are non-refundable in the event of a change of mind. If you fail to pay any Fees as outlined in this clause, we reserve the right to suspend all or part of the Solution indefinitely.
A monthly invoice, payable within 30 days, will be issued at the beginning of each month, based on the tier of the previous month (starting at the base price for the first month).
In case your subscription includes usage quotas on top of a base subscription, a corrective line will be added as part of the following monthly invoice in case extra credits were required for the current month.
We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit, or charge card (including Visa, MasterCard, or American Express).
Unless specified otherwise, the Fees do not include VAT. You are required to pay any VAT due on taxable supplies we provide, subject to us issuing a tax invoice.
Your Subscription my be cancelled by simple notice to us. The Subscription will terminate at the end of the current billing cycle, and you will be charged for that period. Your licence to the Solution under these Terms will remain valid for the remainder of the ongoing billing cycle, and your access to the Solution will be revoked at the conclusion of the billing cycle in which you provide notice of cancellation. . After this billing cycle ends, we will not be responsible for storing or retaining any User Data, and you release us from any loss or damage that may result from our non-retention of User Data or other Materials beyond that point.
Right to Terminate for Breach of Terms & Conditions, Business Integrity or Compliance Reasons: Provider reserves the right to terminate this agreement immediately if the Client’s use of the Service is determined, at Provider’s sole discretion, to be in violation of these Terms, of the business integrity, compliance standards, or the intended purpose of the Service, or if such use materially impacts Provider’s ability to conduct business. This right shall apply even if such misuse is not explicitly prohibited under other terms of this Agreement.
We will make reasonable efforts to meet any agreed timelines in Order Forms or Statements of Work. In providing the Services, we will comply with all applicable laws, only relying on employees, or service providers with appropriate skills.
Your subscription might include an amount of support, specified in your contract. Any request exceeding your support allocation will be subject to an additional quote. Support includes: 1/ Occasional support requests (via any available communication channels) 2/ Assistance with configuration of agents, functions, tests, prompts, etc. 3/ Bug resolution: by definition, a bug is a product behavior that deviates from the functionality specified and expected by Squadra. See Warranties & Limitations for more information. 4/ Consideration of feature requests. These requests may be subject to a paid consulting engagement.
We collect personal information to provide the Solution, communicate with the Customer or their end users, respond to inquiries, and for other purposes outlined in our Privacy Policy. The Privacy Policy explains how we use, disclose, and store your information, and how you can access and correct it. By agreeing to these Terms, you also agree to be bound by our Privacy Policy.
You agree to provide us with all necessary documentation, information, assistance, and access to third-party accounts (including login details and passwords) required for us to perform the Services. You warrant that all materials you provide are complete, accurate, and up-to-date, and you release us from liability for any loss or damage caused by incomplete or inaccurate information you supply. You confirm that you have the right to use any data or information you provide through the Platform in compliance with applicable laws. If you review and approve a Service, you accept responsibility for any errors created by Generative AI within that Service (such as content written by a marketing Agent that you publish). We will use our best efforts to ensure there are no such errors or omissions.
Compliance and Indemnification: You and all Users must comply with these Terms at all times. You acknowledge that we are not liable for any damage, loss, or expense resulting from your or your Personnel’s breach of these Terms, and you agree to indemnify us against any such damage, loss, or expense.
Prohibited Activities: You must not, and must not allow any User, Personnel, or third party to, without our prior written approval: 1/ Upload Unacceptable Content or material using the Software, including any form of inappropriate, offending, copyrighted by a third party or in any way illegal content 2/ Distribute, Share or Publish non-public Software or Documentation that belongs to Squadra, as well as sell it, sublicense it unless specified in a separate Contract with Squadra 3/ Circumvent any security features of the software 4/ Infringe intellectual property own by any third party 5/ Act in any way that may harm our reputation or that of associated parties.
Reporting Misuse: If you become aware of any misuse of your Subscription, errors in your Subscription material, or difficulties in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
You agree to the following, and you must ensure that all End Users agree to the following:
Fulfill Obligations: You must fulfill all your obligations outlined in these Terms.
Prohibited Conduct and Content: You must refrain from harassing or harming other Users, avoid distributing unsolicited content or spam, and not upload or share inappropriate or illegal material using the Solution, including infringement of copyright or intellectual property, offensive, racist, hateful, or otherwise illicit or illegal content.
Account Registration and Security: You must register for a new User Account to access the Solution, keep your Account personal and not share it with others, and promptly notify us of any unauthorized use or security breaches.
Proper Use of the Software and Solution: You must use the Software solely for its intended purpose of building and deploying AI chains for Users, and not engage in any illegal or fraudulent activities through the Solution.
Restrictions on Modification and Integration: You must not integrate the Software with third-party data or software, make additions or modifications (including incorporating APIs), or make automated use of the Solution without our express written consent.
Intellectual Property Compliance: You must not use the Solution in any manner that infringes upon the Intellectual Property Rights of third parties.
Protecting Our Reputation and Interests: You must avoid any actions that may harm our reputation or that of associated parties, or act contrary to our interests or those of the Solution.
Acknowledgments: You acknowledge that we may modify any features of the Solution at any time with notice, and that information provided through the Software by us or other Users is general in nature, and we are not responsible for any actions you take based on that information.
Account Termination: You understand that we may terminate your Account, or that of any User, at any time if we believe that you or they are breaching, or are likely to breach, these Terms.
Reasonable Precautions: When one party receives confidential information from the other, it must take reasonable measures to protect it, use it solely for fulfilling the agreement, and refrain from disclosing it to unauthorised third parties. However, the recipient may share the information with its employees, officers, directors, consultants, and professional advisers who need to know it and are legally obligated to keep it confidential. If the recipient is required by law to disclose the information, it must (a) notify the discloser in writing, (b) allow the discloser to contest the disclosure, and (c) make reasonable efforts to limit the extent of the disclosure.
Responsibility for Employees and Representatives: The recipient is responsible and liable for ensuring that its employees and representatives comply with the confidentiality obligations, treating their actions or failures as its own.
Duration of Confidentiality Obligations: These confidentiality obligations remain in effect for the entire duration of the agreement and continue for one year after its termination.
Exceptions: The confidentiality obligations do not apply if: 1/ the concerned party has given prior written consent to the disclosure 2/ the information was obtained from a third party without restrictions 3/ the information has become public through no breach of this agreement 4/ for trade secrets, once the information no longer qualifies as a trade secret under applicable law 5/ the information was independently developed without access to the confidential information.
Customer Data Ownership and License: The Customer retains ownership of all Customer Data and associated Intellectual Property Rights; no ownership rights are transferred to Squadra under this Agreement. For the duration of the Agreement, the Customer grants Squadra a limited, worldwide, non-exclusive, royalty-free, fully-paid, and non-transferable license (unless to Squadra’s authorized Subcontractors or Third-Party Providers) to use the Customer Data solely to provide the Services. During the Subscription Term, the Customer may request an export of their Customer Personal Data in an industry-standard format supported by the Services.
Customer Feedback License: The Customer grants Squadra a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and incorporate any feedback—such as suggestions, enhancement requests, recommendations, or corrections—provided by the Customer or its Users into Squadra’s services.
Usage Data Rights: Squadra may internally collect, analyze, and process Usage Data for its business purposes, including security, analytics, service improvement, and development of its products or services. Squadra may disclose Usage Data only in an aggregated and/or anonymized form that does not identify the Customer or any of its Users.
Squadra’s Ownership of Intellectual Property: Squadra and its licensors retain all rights, title, interest, and ownership of the Services and all related Intellectual Property (“Squadra IP”), including software source code, designs, methodologies, algorithms, Documentation, APIs, Usage Data, Data Sources created by Squadra, websites, and all deliverables provided to the Customer. No ownership rights in Squadra IP are transferred to the Customer under this Agreement; the Customer has no rights to Squadra IP except for the limited express rights granted within the Agreement.
The solution proposed by Squadra ****relies on the following technologies:
The Squadra web application is accessible at https://app.squadra.ai and serves as the only public entry point to the platform.
Authentication: The platform uses authentication via JSON Web Tokens (JWT). Users must authenticate through a Google or Microsoft account to obtain a JWT (which can be refreshed regularly). A JWT without an expiration date (but revocable) can also be generated and linked to a user account and organization. This token can be used as a secret API key to establish a stable and permanent server-to-server connection.
API: All platform functionalities are accessible through a REST API, whose specifications are available at this URL: https://app.squadra.ai/api.
User interfaces: The Squadra user and admin interface is a Single Page Application (SPA) directly built on top of the API and authentication system described above.
Cloud Platform Infrastructure: Ensures high availability, scalability, and enhanced data security.
PostgreSQL Database (hosted on the Cloud infrastructure and not exposed to the internet): Stores information related to the platform’s organizations and users; stores the configuration data of the agents (prompts, functions, integrations, tests, etc.); stores data generated from the service usage (e.g., agent usage history, analytics).
ElasticSearch Database (hosted on the Cloud infrastructure and not exposed to the internet): stores any business-specific data made accessible to the agents
Foundation Model Providers: We will only use providers which terms and policies are at least on par with OpenAI when it comes to data protection, confidentiality and security.
Data Processing Addendum (DPA): Unless a contract specifies otherwise, this Agreement includes the DPA whenever data protection laws apply to your use of the Services to process Customer Personal Data.
Squadra’s Privacy Policy and DPA: Squadra’s Privacy Policy aims to simplify explanations of how it processes Personal Data on behalf of the Customer for easy understanding by Users. Unless stated otherwise, any processing of Customer Personal Data is governed by the DPA, and in case of a conflict between the DPA and the Privacy Policy, the DPA takes precedence.
Transfer of Personal Data to Third-Party Service Providers: When you enable, access, or use Third-Party Provider Services through the Squadra platform (such as AI Model Provider services), you authorise Squadra to transfer Customer Data—including Personal Data—to these third parties according to their functionality and pursuant to the DPA. If you incorporate your own code or functions that interact with External Provider Services, you acknowledge that this may result in the transfer of Personal Data to those providers, and you are solely responsible for ensuring these transfers comply with their functionality and applicable Data Protection Laws.
Personal Data: You are solely responsible for ensuring that the processing of Personal Data uploaded to Squadra’s Services by you or your End Users complies with the agreed DPA and applicable Data Protection Laws.
Refer to the Sub-Processors Notice (“Sub-Processors”) that details our currently authorized Sub-Processors permitted to process Customer Personal Data in connection with our Services and in accordance with our Data Processing Addendum (DPA).
User Data is stored using a third-party Hosting Service that we select, under the following terms:
Hosting Location: We may host the Software on cloud-based servers, potentially in locations outside Europe, unless we agree otherwise in writing.
Service Quality: We will make our best efforts to choose a suitable hosting provider, but we do not guarantee that the Hosting Service will be free from errors or that your User Data will always be accessible.
Disaster Recovery: If User Data is lost because of system failures like a database or web server crash, we cannot assure that backups will be available or that any available backups will be error-free or without defects.
To perform our services, we use a variety of AI model also referred to as providers (also refferred to as Foundation Model providers), listed in the Sub-Processors Notice. The services are used in particular for their Chat APIs and their Embedding APIs. Depending on the Agent configuration in Squadra, the following data might be sent through these APIs : User-related information (if included in prompts), Agent and function configuration (e.g., prompts), History of messages exchanged by users, Business-specific data exposed to the agents.
We only works with Foundation Model API providers that guarantee thata Data submitted through their API is not used to train the models of the provider or their service offering. More generally, We only work with providers that respect applicable laws and regulation. In particular in the European Union, we are fully responsible for our providers abiding by GDPR and AI Act regulations.
Mutual Warranties: Each party represents and warrants to the other that this Agreement has been properly executed and delivered, and is a binding and enforceable contract. No third-party authorization is required for its execution or performance, and entering into this Agreement does not violate any other agreement to which either party is bound.
Our Warranties: We warrant that during the Subscription Term, the Services will operate substantially in line with the Documentation and any applicable service levels, and that the Contract, Terms, DPA and other policy reflect appropriate safeguards for the protection of Customer Data in all material respects. These warranties do not apply if the Customer fails to notify Squadra within 30 days of discovering a breach. If Squadra breaches this warranty, the sole remedy for the Customer will be for Squadra to either modify the Services to align with the Documentation or terminate the Agreement and refund any fees for undelivered Services.
Your Warranties: The Customer represents and warrants that it has the necessary rights and consents to authorize Squadra to use and process Customer Data under this Agreement, and that such use does not infringe third-party rights, including intellectual property or privacy rights. The Customer also warrants that it will use the Services and any Third-Party Provider Services in compliance with this Agreement, the Documentation, applicable laws, and the terms with third-party service providers.
Disclaimer: Except for the limited warranties stated in this section, Squadra disclaims all other express or implied warranties related to the Services and Documentation, including warranties of non-infringement, merchantability, accuracy, and fitness for a particular purpose. The Services and Documentation are provided “as is,” and Squadra does not guarantee they will meet Customer’s requirements, be free from defects or errors, or operate uninterrupted. The Customer is responsible for reviewing Squadra’s Security Measures and determining whether they meet its security needs.
Limitation of liability: To the fullest extent allowed by applicable law, our default and total aggregate liability to you for any loss or damage sustained under or in connection with these Terms or the Solution is capped at the total Fees you paid to us in the three months prior to the first event that gave rise to the relevant liability. In specific cases with explicit mention in the Order Form, particularly for Enterprise Contracts, total liability might be increased.
Indemnity: You agree to indemnify and keep Squadra, along with its officers, employees, and agents (“those indemnified”), fully protected from and against any loss (including reasonable legal expenses) or liability incurred or suffered by any of those indemnified as a result of any loss or liability caused or contributed to by you or your officers, employees, or agents due to a breach of these Terms, or any negligent, fraudulent, or criminal act or omission.
Consequential loss: We will not be liable for any incidental, special, or consequential loss or damages, including loss of data, business or business opportunities, goodwill, anticipated savings, profits, or revenue, arising out of or in connection with these Terms or any goods or services provided by us.
We are not liable for any delays or failures to meet our obligations if caused by a Force Majeure Event. In such cases, we will make reasonable efforts to inform you of the details and the expected impact on our performance. Any obligations affected by the Force Majeure Event will be suspended for the duration of the event. Force Majeure Events include but are not limited to natural disasters, strikes, war, terrorism, civil unrest, epidemics or pandemics, and any government actions that are beyond our control.
Pursuant to Article 1195 of the French Civil Code, if an unforeseen change in circumstances at the time the contract was formed makes performance excessively burdensome for one party, and that party had not assumed the risk of such a change, they may request a renegotiation of the Agreement with the other party. During the renegotiation period, neither party will be obligated to continue fulfilling their contractual obligations. If the parties refuse to renegotiate or fail to reach an agreement within a reasonable period, either party may terminate the Contract without incurring any penalties.
Before starting any court proceedings related to a dispute under the agreement (except for urgent interlocutory relief), a party must first give written notice to the other party with details of the dispute and request resolution under this clause. Both parties must then make their best efforts to resolve the dispute in good faith. If the dispute is not resolved within 30 days (or another agreed-upon period), either party may initiate legal proceedings to resolve the issue.
This Agreement and any related disputes will be governed by French law, with all disputes resolved exclusively in the courts of France.
No waiver of any breach or delay in enforcing rights under this Agreement will be considered a waiver of any future breaches or rights.
Notices must be in writing, in French or in English, and will be effective upon receipt when sent by mail, hand-delivery, or overnight service to the provided address. License updates can be posted online or through in-product notifications.
If any provision is deemed invalid or unenforceable, the remaining provisions will continue in effect.
Customers cannot assign this Agreement without our written consent, except in cases of mergers or acquisitions, subject to approval by Squadra.
Provisions related to ownership, warranties, indemnity, and liability will survive termination of this Agreement, as per article 1230 of French Civil Code.
Both parties are independent contractors with no authority to bind the other party.
We may update the terms or policies of this Agreement, and continued use of the Service signifies acceptance. We may terminate the Agreement if actions conflict with amended terms.
This Agreement may be electronically signed, with the same legal effect as a handwritten signature.
This Agreement, along with any related documents, including but not limited to Order Form or Contract, Data Processing Agreement, Privacy Policy, constitutes the final and complete understanding between the parties, superseding all prior communications and agreements. Any conflicting terms in customer documents are rejected and will not amend this Agreement.
Last updated October 12th, 2024
If you would like to ask questions or provide comments regarding this Privacy Policy you may do so by sending us an email at contact@squadra.ai
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