1. Introduction

These Terms and Conditions (“Terms”) govern the use of the Voyager Microsoft Teams application (“Voyager” or the “Service”) provided by Iprova Sàrl (“Iprova”, “we”, “us”, or “our”).

Voyager is made available to business customers and authorised users within their Microsoft Teams environment.

By deploying, accessing, or using Voyager, the Customer agrees to be bound by these Terms.

2. Definitions

Customer means the legal entity that purchases, licenses, or deploys Voyager.

Authorised Users means employees, contractors, or agents permitted by the Customer to use Voyager.

Customer Data means any data, content, prompts, documents, or materials submitted to Voyager.

Output means AI-generated or system-generated results produced by Voyager.

3. Licence Grant

Subject to these Terms and any applicable agreement between Iprova and the Customer, Iprova grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use Voyager during the term of the agreement.

Voyager is licensed, not sold.

The Customer may permit Authorised Users to access and use Voyager solely for internal business purposes.

4. Acceptable Use

The Customer agrees that it will not, and will ensure Authorised Users do not:

• Use Voyager for unlawful purposes
• Upload or process unlawful, infringing, or harmful content
• Attempt to reverse engineer, decompile, or disassemble the Service
• Attempt to gain unauthorised access to systems or data
• Use Voyager to process special category personal data unless expressly agreed
• Use Voyager in a manner that violates applicable export control or sanctions laws

Iprova reserves the right to suspend access if misuse is detected.

5. Customer Responsibilities

The Customer is responsible for:

• Managing user access within Microsoft Teams
• Ensuring compliance with applicable data protection laws
• Ensuring that Customer Data does not violate applicable law
• Maintaining appropriate internal policies regarding AI-generated content

The Customer acknowledges that AI-generated Output may require human review before reliance.

6. Intellectual Property

6.1 Iprova Intellectual Property

All rights, title, and interest in and to Voyager, including software, models, documentation, branding, and underlying technology, remain the exclusive property of Iprova or its licensors.

No rights are granted except as expressly stated in these Terms.

6.2 Customer Data

The Customer retains all rights in and to Customer Data.

The Customer grants Iprova a limited licence to process Customer Data solely for the purpose of providing the Service.

6.3 Output

Subject to applicable law and third-party terms (including Microsoft Azure OpenAI terms), the Customer may use Output generated through Voyager for its internal business purposes.

Iprova does not guarantee that Output will be unique, accurate, or free from third-party rights.

7. AI-Specific Provisions

Voyager uses Microsoft Azure OpenAI Service to generate AI-assisted outputs.

The Customer acknowledges that:

• AI-generated outputs may be incomplete, inaccurate, or inappropriate
• Outputs should not be relied upon without appropriate human review
• Iprova does not provide professional, legal, financial, or regulatory advice
• Output similarity may occur across users

Customer Data processed via Azure OpenAI is not used to train public AI models.

8. Data Protection

Iprova processes personal data in accordance with its Privacy Policy and any applicable Data Processing Agreement (DPA).

Where applicable, the Customer acts as Data Controller and Iprova acts as Data Processor.

9. Availability and Support

Voyager is provided as a cloud-based service hosted within Microsoft Azure infrastructure.

While Iprova aims to maintain high availability, the Service may be temporarily unavailable due to:

• Maintenance
• Security updates
• Third-party service interruptions
• Force majeure events

Support services are provided in accordance with the applicable commercial agreement.

10. Warranties

Voyager is provided on an “as available” basis.

To the maximum extent permitted by law, Iprova disclaims all implied warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement

Iprova does not warrant that the Service will be uninterrupted or error-free.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

Iprova’s total aggregate liability arising out of or in connection with the Service shall not exceed the fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.

In no event shall Iprova be liable for:

• Indirect or consequential damages
• Loss of profits
• Loss of business opportunity
• Loss of data (except to the extent required by law)
• Reputational damage

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded under applicable law

12. Term and Termination

These Terms apply for the duration of the Customer’s subscription or agreement.

Iprova may suspend or terminate access if:

• The Customer materially breaches these Terms
• Use of the Service presents security or legal risks

Upon termination, access to Voyager will cease in accordance with contractual terms.

13. Confidentiality

Each party agrees to maintain the confidentiality of non-public information disclosed in connection with the Service.

Confidential information shall not be disclosed except:

• To employees or contractors with a need to know
• As required by law

14. Third-Party Services

Voyager integrates with Microsoft Teams and Microsoft Azure services.

Iprova is not responsible for the independent operation of Microsoft services, which are governed by Microsoft’s terms and policies.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Switzerland.

Any disputes shall be subject to the exclusive jurisdiction of the competent courts of Lausanne, Switzerland.

16. Company Information

Iprova SA, Registered in Switzerland

Company No.: CHE-115.853.420
VAT No.: CHE-115.853.420

Registered Office:
EPFL Innovation Park
Bâtiment I
1015 Lausanne
Switzerland