Seller

The Komento service (komento.ai and app.komento.ai) is sold by ERIS, a limited liability company (SARL) with a share capital of 100,000 XPF, registered with the Nouméa Trade and Companies Register under RIDET number 1 424 696, whose registered office is at 1 allée du Professeur Ducros, 98800 Nouméa, New Caledonia (“ERIS”).

Phone: +687 73.73.00. Email: [email protected]. Support: [email protected].

This English version is provided for convenience only. The French version prevails.

1. Purpose and Scope

1.1. These Terms of Sale (“Terms of Sale”) govern the sale by ERIS of subscriptions to the Service to professional Clients, together with their payment, renewal and termination.

1.2. The contract between ERIS and the Client consists of the following documents, which prevail over one another in this order in case of conflict:

the quote or specific terms signed by both parties, where applicable (Enterprise plan);
these Terms of Sale;
the Terms of Service;
the Acceptable Use Policy;
the Privacy Policy.

These Terms of Sale prevail over the Terms of Service on price, payment, term, termination, refunds and ERIS’s financial liability.

1.3. Every order implies the Client’s unreserved acceptance of these Terms of Sale, by ticking a box when ordering. The Client’s own purchasing terms do not apply unless ERIS agrees in writing.

2. Definitions

Subscription: paid access to the Service under a Plan and a Billing Cycle.
Client: the professional who subscribes or uses a Trial.
Order: the Client’s purchase of a Subscription.
Client Area: the app.komento.ai interface reserved for the Client.
Trial: the free trial described in Article 5.
Plan: the offer chosen by the Client (Essential, Advanced, Pro, Elite or Enterprise), with its limits and support level.
Page: any social media page or account (Facebook Page, Instagram account, YouTube channel where available) connected to the Service by the Client.
Period: the one-month or twelve-month term for which the Subscription price is paid.
Billing Cycle: monthly or yearly billing.
Third-Party Platforms: Meta (Facebook, Instagram), Google (YouTube) and the artificial intelligence providers the Service relies on.
Payment Provider: Mobupay and its banking and card-processing partners, which process payments on behalf of ERIS.
Quota: the maximum number of comments processed per calendar month under the Plan.
Service: the Komento comment moderation and analysis service described in the Terms of Service.
Pricing Page: the Pricing page of komento.ai.

3. Professional Clients Only

3.1. The Service is sold exclusively to professionals, meaning individuals or legal entities acting for purposes within their trade, business, craft or profession. This includes shops, businesses, brands and agencies, as well as content creators, influencers and public figures who earn income from their audience and subscribe for the Pages related to that activity. Associations and organisations may subscribe for their Pages.

3.2. When ordering, the Client declares that it acts for professional purposes and provides its company or trade name and an official identifier (RIDET, SIRET, EU VAT number or equivalent in its country). The Client guarantees that this information is accurate and keeps it up to date.

3.3. The Service is not offered to individuals acting in a private capacity, for example for a personal page with no paid activity. An inaccurate declaration of professional status is a serious breach allowing ERIS to terminate the Subscription under Article 17.

3.4. A Client ordering on behalf of a third party (agency, community manager, agent) guarantees that it holds a mandate to connect and manage the Pages concerned. It remains solely liable for the price to ERIS.

4. Plans and Service Content

4.1. The Service features are described in the Terms of Service and on the Pricing Page. Each Plan sets the maximum number of Pages, the monthly comment Quota and the support response time. The features displayed on the Order date apply for the current Period.

4.2. The Enterprise plan is offered on quote. Its terms (price, limits, service level, payment terms) are set out in specific terms.

4.3. ERIS may change the Service. If a change removes, during a Period, an essential feature of the subscribed Plan, ERIS informs the Client, who may then terminate the Subscription and obtain a refund of the price for the remainder of the Period.

5. Free Trial

5.1. A new Client may use a free 7-day Trial, limited to 100 processed comments, without providing a payment method.

5.2. A Trial never converts automatically into a paid Subscription. At the end of the Trial, access to the Service is suspended until a Subscription is purchased. Data is kept as set out in Article 19.

5.3. Only one Trial is granted per Client, regardless of the number of accounts created, and per Page. ERIS may refuse or end a Trial in case of abuse.

5.4. The Client may subscribe during the Trial. The chosen Plan is then available immediately, and the first Period starts on the Trial end date. The first payment is taken at subscription or, at the latest, at the end of the Trial.

6. Ordering

6.1. Orders are placed from the Client Area: choice of Plan and Billing Cycle, entry of the billing details required by Article 3.2, acceptance of these Terms of Sale through an unticked box, then payment on the Payment Provider’s secure page.

6.2. The contract is formed when the Payment Provider confirms the payment. ERIS then sends the Client a confirmation email stating the Plan, the price, the Billing Cycle, the next renewal date and a link to the accepted Terms of Sale.

6.3. For the Enterprise plan, the contract is formed by signing the quote or specific terms.

6.4. ERIS may refuse an Order for a legitimate reason, including a previous unpaid amount, suspected fraud, a breach of the Terms of Service or an inaccurate declaration.

6.5. The records kept by ERIS and the Payment Provider (accepted version of the Terms of Sale, date, time, IP address, payment confirmation) are binding between the parties and constitute proof of the Order and its payment.

7. Prices

7.1. Prices are stated in CFP francs (XPF), excluding taxes, as displayed on the Pricing Page on the Order date. Amounts shown in other currencies are indicative only: the XPF amount alone is binding. Any exchange or bank fees charged by the Client’s bank are borne by the Client.

7.2. Applicable taxes are added to the price excluding taxes, including the general consumption tax (TGC) at the current rate for Clients established in New Caledonia. For Clients established outside New Caledonia, taxes are applied or self-assessed by the Client under the applicable rules; the Client provides its tax identification number for this purpose.

7.3. The price is fixed for the current Period. ERIS may change its prices by notifying the Client by email at least 30 days before they apply. The new price applies from the following renewal; a Client who refuses it may terminate before that renewal.

7.4. Promotional offers and discount codes apply for the duration and under the conditions stated in the offer, after which the regular Plan price applies. They cannot be combined or exchanged unless stated otherwise.

8. Payment

8.1. Subscriptions are payable in advance, at the start of each Period, by bank card, through the Payment Provider. Accepted cards are shown on the payment page.

8.2. Payment is made on the Payment Provider’s secure pages, with data encryption and, where the cardholder’s bank requires it, strong customer authentication (3-D Secure). ERIS never receives or stores full card numbers.

8.3. Recurring payment. By subscribing, the Client authorises ERIS to charge, through the Payment Provider, the card saved at the time of the Order, at each renewal, for the price of its Plan plus applicable taxes, until the Subscription is terminated. The amount and frequency of the charge are stated at the time of the Order and in the confirmation email. The card is stored securely by the Payment Provider. The Client withdraws this authorisation by terminating the Subscription (Article 16).

8.4. The Client undertakes to keep a valid and funded card on file. It can replace it from the Client Area or by requesting an update link from support.

8.5. ERIS may also accept payment through a secure payment link sent by email, or by bank transfer for the Enterprise plan, under the conditions stated on the invoice or quote.

8.6. An invoice is issued for each payment and made available in the Client Area or sent by email. The Client agrees to receive invoices electronically.

8.7. Before disputing a charge with its bank, the Client undertakes to contact support to allow an amicable resolution. Costs incurred by ERIS due to an unjustified dispute may be recharged to the Client.

9. Failed Payment

9.1. If a charge fails, ERIS notifies the Client by email and may retry the payment. The Service remains available for 7 days from that notification.

9.2. If payment is not made within that time, ERIS may suspend access to the Service and the collection and analysis of comments, without terminating the Subscription.

9.3. If payment is not made within 30 days of the notification, the Subscription is terminated automatically. Article 19 then applies to the Client’s data.

9.4. Any amount unpaid when due automatically bears late-payment interest from the following day at three times the legal interest rate, plus the fixed recovery fee provided for by applicable regulations.

9.5. Access to the Service is restored as soon as all amounts due are paid.

10. Term and Renewal

10.1. A monthly Subscription is concluded for a one-month Period, then renewed automatically for successive one-month Periods.

10.2. A yearly Subscription is concluded for a twelve-month Period, then renewed automatically for successive twelve-month Periods. At least 30 days before each yearly renewal, ERIS sends the Client an email stating the renewal date, the amount and how to cancel.

10.3. There is no commitment beyond the current Period. The next renewal date is shown in the Client Area.

11. Changing Plans

11.1. Upgrade: the change takes effect immediately. The price difference, prorated over the days remaining in the current Period, is charged immediately. The new Plan’s limits apply from payment. The renewal date stays the same.

11.2. Downgrade: the change takes effect at the next renewal, with no refund for the current Period. If the number of connected Pages exceeds the new Plan’s limit, the Client chooses which Pages to keep; otherwise, Pages above the limit are no longer moderated.

11.3. Switching between Billing Cycles takes effect at the next renewal.

11.4. Changes are made from the Client Area or by request to support.

12. Quotas

12.1. The Quota is the number of comments, replies included, received on all of the Client’s Pages and processed by the Service during a calendar month.

12.2. The Quota resets on the first day of each calendar month, including for yearly Subscriptions. Unused Quota is neither carried over nor refunded.

12.3. When the Quota is reached, the Client is notified by email. Until the next reset, new comments are no longer collected, analysed or automatically hidden. Existing data and manual moderation remain available. The Client may upgrade at any time (Article 11.1). ERIS is not liable for comments left unprocessed because the Quota was reached.

13. Service Delivery

13.1. The Service is a digital service provided online: there is no physical delivery. Access to the subscribed Plan opens as soon as payment is confirmed, from the Client Area. For the Enterprise plan, access opens on the date set in the specific terms.

13.2. The Service requires the Client to connect its Pages through the Third-Party Platforms and to hold the necessary administration rights.

13.3. If the Client cannot access the Service after payment, it contacts support, which restores access as soon as possible.

14. Support and Service Level

14.1. Support is provided by email at [email protected], and by chat for Plans that include it. First-response times shown on the Pricing Page are counted in business days (Monday to Friday, excluding New Caledonia public holidays), Nouméa time. They are response times, not resolution times.

14.2. ERIS may occasionally interrupt the Service for maintenance, and endeavours to notify the Client of planned work and to carry it out during low-activity hours.

14.3. ERIS provides the Service on a best-efforts basis. Unless Enterprise specific terms provide otherwise, no availability rate or comment processing time is guaranteed. Processing times mentioned on the website reflect normal operation and are indicative.

15. Third-Party Platforms

15.1. The Service relies on interfaces provided by Third-Party Platforms. ERIS is not liable for changes, restrictions, suspensions or permission withdrawals decided by them, and adapts the Service accordingly where possible.

15.2. If a Third-Party Platform decision prevents the essential operation of the Service for a Page for more than 30 consecutive days, through no fault of the Client, the Client may terminate the Subscription and obtain a refund of the price for the remainder of the Period.

15.3. The Client complies with the Third-Party Platforms’ terms, as required by the Terms of Service.

16. Termination by the Client

16.1. The Client may terminate its Subscription at any time from the Client Area or by email to [email protected]. Termination takes effect at the end of the current Period: no further charge is made and access continues until that date. Termination is confirmed by email.

16.2. The Client may withdraw its termination until the end of the current Period.

16.3. Any Period started is due and is not refunded, except in the cases listed in Article 18.

16.4. Upon termination, ERIS may offer retention offers (discount, pause, Plan change). These offers are optional and one-off; their conditions are stated when they are offered.

16.5. Termination of an Enterprise Subscription follows the specific terms.

17. Suspension and Termination by ERIS

17.1. ERIS may immediately suspend all or part of the Service in case of a serious breach of the Terms of Service, the Acceptable Use Policy or Third-Party Platform rules, a security risk to the Service, fraud, or at the request of an authority. The Client is informed by email.

17.2. If the Client breaches its obligations, ERIS may terminate the Subscription 15 days after an email notice that remains without effect. Termination is immediate for serious breaches, including fraud, unlawful use or an inaccurate declaration of professional status. No refund is due when termination results from the Client’s breach.

17.3. ERIS may stop offering the Service with 60 days’ notice. It then refunds the price for the remainder of the Period.

17.4. Termination for non-payment follows Article 9.

18. Refunds

18.1. Amounts paid are refunded only in the following cases:

duplicate or erroneous payment: full refund of the amount wrongly collected;
removal of an essential feature (Article 4.3);
lasting blocking by a Third-Party Platform (Article 15.2);
discontinuation of the Service by ERIS (Article 17.3) or prolonged force majeure (Article 25);
total unavailability of the Service attributable to ERIS for more than 72 consecutive hours, at the Client’s request;
exercise of the withdrawal right provided for in Article 20.

18.2. Except for duplicate or erroneous payments, refunds are prorated over the days remaining in the Period or, for unavailability, over its duration.

18.3. Refunds are made to the payment method used, through the Payment Provider, within 30 days of ERIS’s approval.

19. Data at the End of the Subscription

19.1. The Client may export its data (comments and analysis results) throughout the Subscription and for 90 days after it ends, whatever the reason, or after the end of a Trial not followed by a Subscription.

19.2. After this 90-day period, ERIS permanently deletes the Client’s Service data (comments, analyses, configuration, Third-Party Platform access tokens), except data it must keep under a legal obligation, including accounting obligations.

19.3. If the Client subscribes again within that period, it recovers its data. It may need to reconnect its Pages.

19.4. The Client may request earlier deletion using the procedure described on the Data Deletion page.

20. Withdrawal Right for Off-Premises Contracts

20.1. Orders placed online from the Client Area carry no withdrawal right.

20.2. Where a Subscription is concluded away from ERIS’s premises, in the physical presence of an ERIS representative, with a professional employing five or fewer employees whose main activity is unrelated to the contract, that professional may, under the conditions provided by applicable law, withdraw without giving reasons within 14 days of the contract date, by email to [email protected]. If the Client asked to use the Service before that period ends, it remains liable for the price corresponding to the period of use.

21. Liability

21.1. ERIS is bound by a best-efforts obligation.

21.2. The Client is solely responsible for configuring the Service (moderation level, thresholds, banned words, instructions given to the artificial intelligence, activation of automatic hiding, including when it keeps the default settings), for moderation decisions, for content published on its Pages and for respecting third-party rights. Analyses produced by artificial intelligence may contain errors in either direction; human review remains recommended.

21.3. ERIS is not liable for indirect damage such as loss of revenue, customers, reputation, audience or opportunity, nor for data loss attributable to Third-Party Platforms.

21.4. ERIS’s total liability, for all causes combined, is limited to the amount excluding taxes actually paid by the Client for the Service during the 12 months preceding the event giving rise to liability. This limit does not apply to gross negligence or wilful misconduct, nor to personal injury.

21.5. Any liability claim against ERIS must be brought within one year of the day the Client became aware of the event giving rise to it.

21.6. The Client indemnifies ERIS against any third-party claim arising from the content of its Pages, its moderation decisions or use of the Service in breach of the contract.

22. Personal Data

22.1. Client data

ERIS processes the Client’s contact and billing data as data controller, in accordance with the Privacy Policy. Card data is processed by the Payment Provider under its own responsibility.

22.2. Data processed on behalf of the Client

For personal data contained in comments published on its Pages (author name, content, identifiers), the Client is the data controller and ERIS acts as data processor. As such, ERIS undertakes to:

process such data only to provide the Service, following the Client’s instructions as expressed by its configuration;
never sell it or use it to train artificial intelligence models;
keep it confidential and implement appropriate security measures;
use only the sub-processors listed in the Privacy Policy, inform the Client of any change and allow it to object by terminating its Subscription;
safeguard any transfer outside the European Union with appropriate guarantees where regulations require it;
assist the Client in responding to data subject requests;
notify the Client of any personal data breach affecting it without undue delay after becoming aware of it;
delete such data at the end of the contract in accordance with Article 19;
make available to the Client the information needed to demonstrate compliance with these obligations.

This Article constitutes the data processing agreement between the parties, including within the meaning of Article 28 of the General Data Protection Regulation where it applies.

23. Intellectual Property

ERIS grants the Client, for the duration of the Subscription, a personal, non-exclusive and non-transferable right to use the Service for its own needs. The Service remains the exclusive property of ERIS, as set out in the Terms of Service. The Client retains all rights to its data.

24. Commercial References

ERIS may mention the Client’s name and logo as a commercial reference. The Client may object at any time by email.

25. Force Majeure

Neither party is liable for a failure caused by a force majeure event within the meaning of applicable law. Affected obligations are suspended for the duration of the event. If it lasts more than 30 days, either party may terminate the Subscription by email, and ERIS refunds the price for the remainder of the Period.

26. Complaints

Complaints are sent to [email protected] or by post to ERIS’s registered office. ERIS acknowledges receipt within 5 business days and replies within 30 days.

27. Changes to the Terms of Sale

ERIS may change these Terms of Sale. New terms are notified to the Client by email at least 30 days before they apply to it. They apply from the following renewal; a Client who refuses them may terminate before that renewal. Any new Order is subject to the Terms of Sale in force on the Order date. Previous versions are available on request.

28. General Provisions

The contract constitutes the entire agreement between the parties on its subject matter.
If a clause is held invalid, the remaining clauses remain in force.
A party’s failure to enforce a breach does not waive its right to do so later.
The Client may not assign its Subscription without ERIS’s written consent. ERIS may assign the contract to any entity taking over the operation of the Service, after informing the Client.
The parties are independent contractors.
Notices are validly given by email, to the Client’s account address and, for ERIS, to [email protected].
These Terms of Sale are written in French. In case of discrepancy with a translation, the French version prevails.

29. Governing Law and Jurisdiction

29.1. These Terms of Sale are governed by the law applicable in New Caledonia.

29.2. In case of dispute, the parties seek an amicable solution for 30 days from written notice of the dispute by either of them.

29.3. Failing agreement, any dispute relating to the formation, performance or termination of the contract falls within the exclusive jurisdiction of the Tribunal mixte de commerce of Nouméa, including in case of multiple defendants or third-party claims, subject to urgent proceedings.