Terms of Service

Key terms at a glance

• Provider: 777 Industries Luxembourg S.à r.l., publisher of Godia.ai
• Customers: Business customers only (companies, associations, public administrations)
• Service start: Date the subscription is activated through the Godia online payment system
• Initial term: 12 months from the service start date
• Renewal: Automatic renewal for successive 12-month periods
• Notice of termination: 2 months before the end of the current period
• Billing: Monthly subscription charged by card or SEPA Direct Debit (bank transfer for public sector)
• Data: GDPR compliance, primary hosting in the European Union, DPA applies
• Related documents: Terms of Use, DPA, SLA, Acceptable Use Policy and Privacy Policy (godia.ai/en/legal)
• Governing law: Luxembourg law, courts of Luxembourg City

This summary is provided for information only. Only the provisions of the Articles below are binding.

1. Provider identification

These Terms of Service (the Terms) are issued by 777 Industries Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under Luxembourg law, with a share capital of EUR 12,000, registered with the Luxembourg Trade and Companies Register (RCS) under number B302454, having its registered office at 161 rue du Kiem, L-8030 Strassen, Grand Duchy of Luxembourg, EU VAT number LU37645170 (777 Industries Luxembourg), publisher of the Godia platform.

Sales: contact@godia.ai, phone +352 26 43 03 85. Legal matters: legal@godia.ai. Support: support@godia.ai.

2. Definitions

Capitalised terms have the following meanings:

3. Purpose and scope

3.1These Terms set out the conditions under which 777 Industries Luxembourg provides the Services to the Customer. They apply to every Order and prevail over the Customer’s general purchasing terms and any other document issued by the Customer, unless expressly waived in writing by 777 Industries Luxembourg.

3.2The Services are intended exclusively for business customers. The Customer declares that it subscribes for the purposes of its business activity and waives any consumer protection provisions.

3.3The Reference Documents form an integral part of the Agreement. The Customer acknowledges having read them and ensures that its Authorised Users comply with the Terms of Use and the Acceptable Use Policy.

3.4In the event of any conflict, the contractual documents prevail in the following order: (i) the DPA, for any matter relating to personal data, (ii) the Order, (iii) these Terms, (iv) the SLA, (v) the Terms of Use and the Acceptable Use Policy.

3.5Where the Customer is a public-law entity (municipality, administration, public body), the public procurement documents or the agreement signed with 777 Industries Luxembourg prevail over these Terms on the matters they expressly govern, including term, invoicing and payment terms.

4. Formation of the Agreement

4.1Commercial proposals issued by 777 Industries Luxembourg are valid for thirty (30) days from their date of issue, unless stated otherwise.

4.2The Agreement is formed on the date the Customer signs the Order or, at the latest, on the date the Customer activates its subscription through the online payment system of 777 Industries Luxembourg. Signing the Order or activating the subscription constitutes full and unconditional acceptance of these Terms, which the Customer acknowledges having read beforehand.

4.3These Terms are attached to every commercial proposal and are available at any time in the legal centre at www.godia.ai/en/legal/tos. The applicable version is the one in force on the date the Agreement is formed, subject to Article 19.4.

4.4Any extension of the Order (additional Agents, channels, volumes or modules) is subject to an amendment or an additional Order. Unless otherwise agreed, it is aligned with the term and renewal date of the main Agreement and invoiced from its activation. The subscribed scope may not be reduced before the end of the current period.

5. Description of the Services

5.1Depending on the selected plan, the Services include in particular: access to the Platform; design and set-up of the Agent Configuration; hosting and operation of the Agents; access to Godia Pilot and the mobile application; corrective and evolutive maintenance; support.

5.2The Platform is designed, developed and operated in-house by 777 Industries Luxembourg. It is continuously improved; 777 Industries Luxembourg may change its features, provided that the subscribed Services are not materially degraded.

5.3Features, volumes (number of Agents, conversations, channels, users) and included services are set out in the Order. Any service not expressly mentioned is subject to a separate quote.

6. Service start

6.1The service start date is the date on which the Customer activates its subscription through the online payment system of 777 Industries Luxembourg, by registering its payment method (card or SEPA Direct Debit mandate) and confirming the subscription. This date is confirmed to the Customer by email and appears on the first invoice. For Customers paying by bank transfer under Article 9.4, the service start date is the date stated in the Order or, failing that, the date the Order is signed.

6.2The service start date marks the beginning of the commitment period under Article 7 and of subscription billing under Article 8.

6.3From activation, 777 Industries Luxembourg sets up the Agent Configuration based on the Customer Content and the information gathered during onboarding. The Customer undertakes to provide the required elements (content, access, approvals, designated contact person) within the agreed timeframes. The time needed for configuration, and any delay attributable to the Customer, does not postpone the service start date, the commitment period or billing.

7. Term, renewal and termination

7.1Initial term. The Agreement is entered into for a fixed term of twelve (12) months from the service start date defined in Article 6.1.

7.2Automatic renewal. At the end of the initial term, the Agreement renews automatically for successive periods of twelve (12) months, at the prices in force on the renewal date, unless terminated in accordance with Article 7.3.

7.3Notice. Either Party may opt out of renewal by notifying the other Party no later than two (2) months before the end of the current period. The Customer sends its notice by registered letter with acknowledgement of receipt to the registered office of 777 Industries Luxembourg, or by email to legal@godia.ai; 777 Industries Luxembourg acknowledges receipt by email within five (5) business days. 777 Industries Luxembourg sends its notice by registered letter or by email to the contact address of the Customer account. The date of receipt is decisive. Any late notice takes effect at the end of the following period.

7.4Fixed commitment. The current period is payable in full. If the Customer terminates early other than in the cases provided for in Article 7.5 and Article 17, the monthly fees remaining until the end of the current period become immediately due, and no refund of amounts already paid is owed.

7.5Termination for breach. If either Party commits a material breach of its obligations that is not remedied within thirty (30) days of a formal notice sent by registered letter, the other Party may terminate the Agreement with immediate effect, without prejudice to any damages it may claim. Non-payment by the Customer constitutes a material breach. If the Agreement is terminated due to the Customer’s breach, Article 7.4 applies; if it is terminated due to a breach by 777 Industries Luxembourg, no monthly fee is due for any period after the termination date.

7.6Insolvency. To the extent permitted by law, the Agreement may be terminated in the event of bankruptcy, liquidation or cessation of business of either Party.

8. Prices and invoicing

8.1Prices are those stated in the Order. They are expressed in euros and exclusive of taxes. VAT is charged in addition in accordance with applicable rules: at the rate of 17% for Customers established in Luxembourg, and under the reverse-charge mechanism for VAT-registered Customers established in another Member State of the European Union.

8.2Any set-up, initial configuration or training fees are invoiced upon activation of the subscription or, where applicable, upon signature of the Order, and are non-refundable.

8.3The subscription is monthly and invoiced in advance, from the service start date. Each monthly fee is due on the monthly anniversary of the service start date. Any month started is due in full. Usage beyond the included volumes is invoiced in arrears, at the prices stated in the Order.

8.4Price revision. 777 Industries Luxembourg may revise its prices on each anniversary of the Agreement, in particular to reflect changes in infrastructure and artificial intelligence model costs. The new price is notified to the Customer at least three (3) months before the renewal date, allowing the Customer to opt out of renewal under Article 7.3.

9. Payment terms

9.1Monthly fees are paid exclusively by automatic payment, by card or SEPA Direct Debit, using the payment method registered by the Customer upon activation. The Customer authorises 777 Industries Luxembourg, or its secure payment provider (Stripe), to collect the monthly payments throughout the term of the Agreement. The Customer undertakes to keep a valid and sufficiently funded payment method, to update it upon expiry, and not to revoke the direct debit mandate before the end of the Agreement. Bank charges resulting from a rejected payment attributable to the Customer are re-invoiced to the Customer.

9.2In accordance with the amended Luxembourg law of 18 April 2004 on payment terms and late payment interest, any amount not paid when due automatically bears interest, without prior formal notice, at the rate applicable to commercial transactions (European Central Bank refinancing rate plus eight percentage points). A fixed compensation of forty (40) euros for recovery costs is also due, without prejudice to further compensation upon supporting evidence.

9.3In the event of non-payment, including a failed or rejected payment, not remedied within fifteen (15) days of a formal notice, which may be sent by email, 777 Industries Luxembourg may suspend all or part of the Services until full payment, without such suspension releasing the Customer from its obligations or extending the term of the Agreement.

9.4By way of exception to Article 9.1, public-law Customers unable to use automatic payment pay the monthly fees by bank transfer, upon invoice, within thirty (30) days of receipt.

9.5No discount is granted for early payment. The Customer may not set off any amount without the prior written consent of 777 Industries Luxembourg.

10. Obligations of 777 Industries Luxembourg

10.1777 Industries Luxembourg undertakes to provide the Services with due care, in accordance with industry standards and the Agreement. It is bound by an obligation of means (best efforts).

10.2Platform availability commitments, incident classification, response times and maintenance procedures are set out in the SLA. Scheduled maintenance is announced in advance and performed, whenever possible, during off-peak hours. Service status is available at status.godia.ai.

10.3Support is available at support@godia.ai on business days, under the conditions set out in the SLA. Unless otherwise stated in the Order, no service credits or penalties are due if SLA targets are not met, the Customer’s sole remedies being those provided for in these Terms.

10.4777 Industries Luxembourg implements appropriate technical and organisational measures to ensure the security and confidentiality of Customer Content, as described in the DPA and on the Security page of the legal centre.

11. Obligations of the Customer

The Customer undertakes to:

• provide accurate, up-to-date and lawful Customer Content and keep it updated; the Customer is solely responsible for such content and warrants that it holds all rights necessary for its use;
• use the Services in accordance with their intended purpose, the Agreement and applicable regulations;
• keep the credentials of its Authorised Users confidential and remain responsible for any use of its accounts;
• hold the authorisations required for any third-party channels and integrations it activates (telephone numbers, messaging services, business tools) and comply with the terms of use of those services;
• not attempt to copy, decompile, extract or reproduce the Platform or the Agent Configuration, or circumvent its security measures;
• not use the Services for fraudulent, misleading or discriminatory purposes, or in breach of third-party rights;
• appoint a designated contact person and cooperate actively with 777 Industries Luxembourg.

In the event of a serious breach of the Terms of Use or the Acceptable Use Policy, including any intrusion attempt, unsolicited communications or unauthorised automated extraction, 777 Industries Luxembourg may restrict or suspend access to the Services concerned without delay, after informing the Customer, without prejudice to termination under Article 7.5.

12. Artificial intelligence

12.1The Customer acknowledges that Agent responses are generated automatically by artificial intelligence systems. Despite the reliability rules and control mechanisms implemented by 777 Industries Luxembourg, such responses may, in exceptional cases, be inaccurate, incomplete or inappropriate.

12.2The relevance of responses depends directly on the quality and timeliness of the Customer Content. The Customer undertakes to review the Agent Configuration upon deployment and to report any incorrect response without delay so that it can be corrected.

12.3Agents are intended for information and assistance purposes. They do not replace professional advice (legal, medical, financial or other) or a human decision where one is required. The Customer is responsible for defining the scope of topics covered and, where appropriate, for providing a referral to its teams.

12.4In accordance with the transparency obligations of Regulation (EU) 2024/1689 on artificial intelligence, Agents are configured so that End Users are informed that they are interacting with an artificial intelligence system. The Customer shall not remove or conceal this information.

12.5777 Industries Luxembourg may change the models and technology providers used in order to ensure the quality, security or continuity of the Services, in compliance with the DPA, without such change constituting an amendment to the Agreement.

13. Intellectual property

13.1The Platform, its software, algorithms, interfaces, configuration methods, databases, trademarks (including Godia) and know-how remain the exclusive property of 777 Industries Luxembourg. The Agreement does not transfer any rights in them.

13.2777 Industries Luxembourg grants the Customer, for the term of the Agreement and worldwide, a personal, non-exclusive, non-assignable and non-transferable right to use the Services, solely for the purposes of its business.

13.3The Customer retains ownership of the Customer Content. It grants 777 Industries Luxembourg, for the term of the Agreement, the right to use, host, reproduce and adapt it strictly as necessary to provide the Services. 777 Industries Luxembourg may also use aggregated and anonymised usage statistics, which do not identify the Customer or End Users, to measure and improve the Services.

13.4The Agent Configuration, as the result of the know-how of 777 Industries Luxembourg, remains the property of 777 Industries Luxembourg, except for the Customer Content it incorporates.

14. Personal data protection

14.1Each Party undertakes to comply with Regulation (EU) 2016/679 (GDPR) and the Luxembourg law of 1 August 2018 on the organisation of the National Commission for Data Protection.

14.2For the personal data of End Users processed through the Agents, the Customer acts as controller and 777 Industries Luxembourg acts as processor within the meaning of Article 28 of the GDPR. This processing is governed by the DPA, which sets out in particular the security measures, the list of sub-processors, personal data breach notification timeframes and the return and deletion procedures.

14.3The primary infrastructure of the Services is hosted within the European Union. Any transfer of data outside the European Economic Area, linked to the activation of certain features or integrations, is covered by the European Commission’s standard contractual clauses, under the conditions of the DPA. Customer Content is not used to train artificial intelligence models.

14.4The Customer is solely responsible for informing End Users and for the legal basis of the processing it carries out through the Agents. For processing for which 777 Industries Luxembourg is the controller (customer relationship management, invoicing), the Privacy Policy applies.

15. Confidentiality

15.1Each Party undertakes to keep strictly confidential all information of any kind disclosed by the other Party under the Agreement, and to use it solely for the performance of the Agreement.

15.2This obligation does not apply to information that has entered the public domain through no fault of the receiving Party, that was already known to it, or whose disclosure is required by law or by an authority. It survives for three (3) years after the end of the Agreement.

16. Liability

16.1777 Industries Luxembourg is liable only for proven fault, and only for direct and foreseeable damage suffered by the Customer.

16.2Indirect damage is excluded, such as loss of revenue, profit, customers or data, or reputational harm, as well as any damage resulting from Customer Content, non-compliant use of the Services, an Agent response not reported by the Customer, or the actions of a third party.

16.3In any event, the total liability of 777 Industries Luxembourg, for all causes combined, is limited to the amount, exclusive of taxes, actually paid by the Customer for the Services during the twelve (12) months preceding the event giving rise to liability.

16.4The above limitations do not apply in the event of gross negligence or wilful misconduct, or to personal injury.

17. Force majeure

Neither Party shall be liable for any delay or failure to perform resulting from force majeure, meaning any event reasonably beyond its control, including natural disaster, pandemic, conflict, large-scale cyberattack, or widespread failure of networks or of energy or infrastructure providers. Obligations are suspended for the duration of the event. If it continues for more than sixty (60) days, either Party may terminate the Agreement by registered letter, without compensation. The obligation to pay for Services already provided is not affected.

18. End of the Agreement and reversibility

18.1Upon expiry or termination of the Agreement, for any reason, the Customer’s access to the Platform and the operation of the Agents cease, and all amounts owed become immediately due.

18.2Upon written request made no later than thirty (30) days after the end of the Agreement, 777 Industries Luxembourg provides the Customer, within thirty (30) days of the request, with a full export of its Customer Content and conversation history in a standard usable format (JSON or CSV). Migration assistance beyond this export is subject to a quote.

18.3Customer Content and personal data are deleted no later than sixty (60) days after the end of the Agreement, subject to statutory retention obligations. Upon written request from the Customer, a certificate of deletion is issued within fifteen (15) days of actual deletion, in accordance with the DPA.

19. Miscellaneous

19.1References. Unless the Customer objects in writing, 777 Industries Luxembourg may mention the Customer’s name and logo as a commercial reference.

19.2Subcontracting. 777 Industries Luxembourg may use technical providers (hosting, infrastructure, models) to perform the Services, in compliance with Article 14 and the DPA, which sets out their list and how the Customer is informed. 777 Industries Luxembourg remains solely liable to the Customer.

19.3Assignment. The Customer may not assign the Agreement without the prior written consent of 777 Industries Luxembourg. 777 Industries Luxembourg may assign the Agreement to any entity of its group or to any successor to its business, after informing the Customer.

19.4Changes to these Terms. 777 Industries Luxembourg may amend these Terms and the Reference Documents, but may not materially reduce, during the current period, the protections afforded to the Customer under the DPA and the SLA. New versions of these Terms apply to ongoing Agreements from their renewal, after notice to the Customer at least two (2) months before the renewal date, except for changes required by law or regulation, which apply as soon as they take effect.

19.5No waiver and severability. A Party’s failure to enforce a breach does not constitute a waiver. If any provision is held invalid, the remaining provisions remain in full force and effect.

19.6Language and evidence. These Terms are drafted in French, which prevails over any translation, including this English version, which is provided for convenience only. Emails, logs and electronic records of the Platform are admissible as evidence between the Parties.

20. Governing law and jurisdiction

20.1The Agreement is governed by Luxembourg law.

20.2The Parties shall seek to resolve amicably any dispute relating to the formation, interpretation or performance of the Agreement. Failing agreement within thirty (30) days, the dispute shall be submitted to the exclusive jurisdiction of the courts of Luxembourg City, including in the event of multiple defendants or third-party claims. This clause also applies to disputes relating to the DPA, notwithstanding any provision to the contrary therein.