Terms of Service

1. Scope

These Terms govern B2B services provided by Nastral under the Checkpaint brand, including AI consulting, audits, development, integration, deployment, hosting and managed operations. The applicable signed proposal, order form or statement of work (Order) defines deliverables, pricing, scope and service levels. These Terms apply to professional customers only.

2. Contract documents

The Order prevails for expressly negotiated commercial provisions. Any Data Processing Agreement (DPA) prevails for personal data processing. Customer purchasing terms apply only if accepted in writing by Nastral.

3. Fees and expenses

Project fees cover advisory, development and deployment work. Subscription fees cover licensed access and agreed ongoing operations. Usage fees are additional unless the Order states otherwise and may include AI tokens, model inference, APIs, cloud resources, storage, databases and third-party tools. The Order specifies rates, any markup, billing frequency, budgets and pass-through arrangements. Fees exclude taxes; invoices are payable within 30 days unless agreed otherwise. Statutory late-payment charges apply.

4. Technology ownership

Nastral or its licensors retain all rights in the Checkpaint platform, software, code, methods, frameworks, prompts, agents, architectures, integrations and documentation. Unless a signed agreement expressly provides otherwise, developments commissioned or paid for by Customer remain owned by Nastral to the extent Nastral legally holds the relevant rights. Payment for custom development is not an assignment of intellectual property.

5. Customer usage license

Subject to payment, Customer receives a non-exclusive, non-transferable, non-sublicensable right to access and use contracted solutions internally during the agreed term and within the Order scope. No source code delivery, perpetual license, self-hosting right or exclusivity is implied.

6. Reuse and improvement

Nastral may reuse, adapt, license and commercialize generic software, architectures, workflows, agent designs, connectors, improvements and know-how created during Customer projects, including commissioned developments. This does not authorize disclosure or reuse of Customer confidential information, proprietary datasets, trade secrets or Customer-owned materials. Customer retains rights in its pre-existing intellectual property and data.

7. Data protection and confidentiality

Each party shall protect the other’s confidential information and use it only for authorized purposes. Nastral processes Customer Data to provide and secure the Services. Personal data processed on behalf of Customer is governed by a separate DPA when required. Customer Data will not be used to train general-purpose models or for unrelated customers without separate appropriate authorization and a lawful basis.

8. Third-party AI and customer responsibilities

Services may use third-party models and infrastructure. AI outputs can be inaccurate and require suitable human review. Customer is responsible for lawful use cases, datasets, instructions, authorizations and consequential decisions. Nastral may change providers subject to agreed functionality, security and data-protection commitments.

9. Acceptable use

Customer must not use Services unlawfully, infringe rights, conduct unauthorized surveillance, cyberattacks, fraud, prohibited AI practices, or bypass technical restrictions. Checkpaint may reasonably suspend affected Services to address material security threats or violations, with notice where practicable.

10. Operations and availability

The Order governs hosting, support and any SLA. No uninterrupted availability is guaranteed absent an express SLA. Out-of-scope changes and integrations may be charged separately.

11. Duration and exit

Term and renewals follow the Order. Unless agreed otherwise, subscriptions renew for the same period unless either party gives 30 days’ notice before renewal. Material breaches may be terminated after 30 days’ written notice and failure to cure, or sooner where legally justified. Upon termination, licenses end; outstanding fees and non-cancellable committed third-party costs remain due. Customer Data will be returned or deleted under the DPA, with export assistance on agreed terms.

12. Liability

Services are performed with reasonable professional care. No specific financial or business result is guaranteed. To the extent permitted by law, indirect or consequential damages are excluded, and aggregate liability is capped at fees paid or payable under the affected Order in the preceding 12 months. This does not limit fraud, intentional misconduct or liabilities that cannot legally be limited.

13. Law and disputes

French law governs, subject to mandatory rules. Parties will first attempt amicable resolution. Subject to mandatory jurisdiction, competent Paris courts have jurisdiction for disputes between commercial parties.

14. Contact

Nastral — Checkpaint | 9 rue des Colonnes, 75002 Paris, France | privacy@checkpaint.com | checkpaint.com