General Terms of Use

Last updated: November 2025

Article 1. Definitions

In the remainder of these General Terms, each of the following expressions shall have the meaning of its definition, namely:

• Act of Corruption: a voluntary act, committed directly or indirectly via any person such as a third-party intermediary, of (a) giving, offering, promising to, or (b) soliciting or accepting from, anyone (including any Public Official), for their own account or the account of a third party, any gift, present, invitation, reward, or thing of value, which would be or could be perceived as an inducement to bribe, or as a deliberate act of corruption, in all cases with a view to inducing a person (including any Public Official) to exercise their functions in an abusive or dishonest manner and/or to obtain an undue advantage.
• Anomaly: either a malfunction of the Software, reproducible by Madiasoft, preventing its use in accordance with the help or, failing that, the validation of the results obtained during the testing of the Service by the Client prior to subscription, or, if provided for in the Special Conditions, a malfunction of the adaptations, reproducible by Madiasoft, preventing its use in accordance with the specifications of said adaptations.
• Affiliate: any entity controlled by the Client (the term “control” being understood within the meaning given to it by Article L. 233-3 of the Commercial Code).
• Client or Subscriber: any natural or legal person who has subscribed to a Madiasoft service.
• Special Conditions: refers to the quote serving as a purchase order or the online purchase order, both of which are subject to these General Terms.
• General Terms: refers to this document.
• Contract: these General Terms, the Special Conditions, and any appendices thereto.
• Effective Date: the date the Contract comes into effect as indicated on the signature page of the purchase order or, failing that, the date the purchase order is signed.
• Help: description of functionalities, user manual for the Software. It is provided in electronic form in French. Any other documentation is excluded from the scope of the Contract, notably commercial and training documentation.
• Syntec Index: a tool for measuring changes in labor costs, primarily of an intellectual nature, for services provided.
• Additional Services: services added to the Service that do not require specific developments. These services notably include analysis, configuration, and training offered by Madiasoft.
• Software: a set of functionalities of one or more programs and their Help, designed to be provided to several users for the same use. Within the framework of the Contract, the Software also includes all publisher updates and, unless otherwise stated in the Special Conditions, all specific developments ordered by the Client.
• Service: standard application functionalities delivered online as well as updates and support, invoiced in the form of a subscription or consumption statements.
• Influence Peddling: a voluntary act of (i) giving, offering, or promising to anyone (including any Public Official), or (ii) accepting from anyone (including a Public Official), directly or indirectly, any gift, present, invitation, reward, or thing of value, for their own account or that of a third party, in all cases with a view to abusing or for having abused their real or supposed influence to obtain a favorable decision or an undue advantage from a Public Official.

Article 2. Scope of Application

These General Terms of Use (GTU) constitute, in accordance with Article L. 441-6 of the Commercial Code, the sole basis of the commercial relationship between the parties (the “General Terms”).

They apply, without restriction or reservation, to all services provided by Madiasoft.

Their purpose is to define the conditions under which Madiasoft provides services to professional clients (“the Clients” or “the Client”) who request them, through direct contact, electronically, or via paper media.

These General Terms apply, without restriction or reservation, to all services rendered by Madiasoft to Clients, and shall prevail, where applicable, over any other version and over the Client’s general terms of purchase or others, regardless of the clauses that may appear on the Client’s documents.

These General Terms, supplemented by any Special Conditions and appendices, constitute the Contract.

These General Terms are accessible at any time online at madiasoft.com. They come into effect as soon as they are posted online and cannot apply to Contracts signed prior to said posting. The version of the General Terms applicable to the Client is the one in effect on the website on the date the Contract is signed.

Madiasoft reserves the right to modify the General Terms from time to time. It will inform the Client by email within ten (10) days. Upon receipt of the notification of the change to the General Terms, and if the new version of the General Terms does not suit them, the Client will have thirty (30) days to terminate the Contract, failing which the new General Terms will apply and cancel the previous ones.

Article 3. Client Information

It is the Client’s responsibility to ensure:

• the suitability of the Service for their own needs, notably based on the information provided during demonstrations and their own testing period of the Service;
• that they have the necessary competence for access and use of the Service. It is the Client’s responsibility to verify, in accordance with the practices of their profession, the results obtained, notably with the help of the Help and Service tests.

In accordance with current regulations, these General Terms are systematically communicated to any Client who requests them, to enable them to place an order with Madiasoft.

Any order for the Service from Madiasoft implies the Client’s full and complete acceptance of the Contract.

Article 4. Contractual Documents

The Contract consists of the following contractual documents:

• these General Terms;
• the Special Conditions; and
• any appendices (list of correspondents, business continuity plan).

Article 5. Additional Services

The Contract does not cover Additional Services recommended by Madiasoft or requested by the Client to meet their specific needs. Thus, for example, advisory, training, and consulting services will be the subject of a separate Contract between the Client and Madiasoft.

Article 6. Duration, Renewal

This Contract is concluded for an initial duration of one (1) year, renewable by tacit agreement.

This Contract comes into effect on the Effective Date as determined on the signature page and will remain in effect for the duration of the provision of the Service.

Article 7. Termination of the Contract

In the event of termination, for whatever cause, the Client shall cease using the Service from the day of the Contract’s termination. Furthermore, the latter shall be liable to Madiasoft for unpaid invoices as of the termination date.

The termination, or the end for any reason whatsoever, of this Contract does not give rise to the reimbursement of sums collected by Madiasoft.

The Client is informed that a termination of the Contract means the initiation of the procedure for erasing their data as defined in the “Data Restitution” article.

7.1. Termination for Breach

In the event of a breach by one of the Parties of any of the obligations incumbent upon it under the Contract, the other Party may give notice to remedy this breach within a maximum period of thirty (30) days, by email.

If at the end of this period of thirty (30) calendar days, the breach has not been or could not be remedied, the other Party may automatically terminate, by email, all or part of the Contract, without prejudice to any damages it might claim.

Upon receipt of the Client’s termination request by email, Madiasoft will send an acknowledgment of receipt. The burden of proof of proper receipt by Madiasoft of the termination request lies with the Client.

7.2. Termination for Client Convenience

Unless otherwise specified in the Special Conditions, the Client has the option to terminate the Contract at any time, provided they expressly notify Madiasoft of their intention. A notice period of one (1) month starting from the date of receipt of the termination request is however required before it takes effect.

Upon receipt of the Client’s termination request by email, Madiasoft will send an acknowledgment of receipt. The burden of proof of proper receipt by Madiasoft of the termination request lies with the Client.

After a period of eight (8) days, no further copies can be provided.

7.3. Termination for Madiasoft Convenience

Madiasoft reserves the right to terminate the Contract. This termination will take effect on the expiry date of the current period, subject to a mandatory notice period of three (3) months.

Article 8. Data Restitution

Upon expiry or in the event of termination of the Contract, access to the Service is closed on the last day of the Service. The Client must therefore, before this deadline, have:

• retrieved the Client Data accessible through the Service’s functionalities; or
• requested from Madiasoft the restitution of a copy of the last backup of the Client Data.

Unless otherwise specified in the Special Conditions, any restitution of a copy of the last backup of the Client Data by Madiasoft will be carried out in a standard market format chosen by Madiasoft and will be made available to the Client in the form of a download or, if the volume is too large, by sending an external medium, as part of a service billable at the current rate. Unless otherwise specified in the Special Conditions, from the sixtieth (60th) day following the day of termination of the Contract, the process of erasing Client Data will be initiated for the purpose of making it unusable. This erasure will be carried out on production data as well as on backed-up data, depending on the backup retention periods.

Article 9. Rates

The Service is provided at the rate specified in the Special Conditions or, failing that, at the Service rates in effect on the day the Contract is signed by the Client.

The current rates are expressed in euros.

The price invoiced to the Client is the price excluding tax (HT) to which is added the VAT displayed including tax (TTC) on the invoice sent by Madiasoft to the Client.

The Client acknowledges having been informed of the pricing method and the price of the Service, which appear notably on the “Quote serving as a purchase order” or in the online purchase order.

Article 10. Invoicing and Payment Terms

The Service will be invoiced as soon as it is made available. Madiasoft reserves the right to issue invoices electronically. Unless otherwise specified in the Special Conditions, the Service will be invoiced by monthly direct debit from a bank located in France or in the overseas departments and territories (DOM-TOM):

• monthly, in advance, in the case of a subscription; or
• monthly, in arrears, in the case of consumption.

The first invoicing of the subscription will occur on the date Madiasoft communicates the access codes for the Service to the Client (effective Service Activation), or failing that, on the first day of the following month. Invoicing for the Service will be carried out by Madiasoft on the basis of civil calendar periods and not anniversary periods. Where applicable, the first and/or last invoicing will be issued pro rata.

Madiasoft’s invoices relating to the Service (including for online orders) will be paid by the Client by direct debit without discount within thirty (30) days from the date of issue of the invoice. The Client agrees to provide their bank details (IBAN and BIC) and to complete the SEPA Mandate in paper or electronic form. From the implementation of the SEPA Mandate and in the event that the Client successively signs several Contracts and chooses to pay the sums due to Madiasoft by direct debit each time, they accept that each of these Contracts be governed by a common and unique direct debit authorization, the amount of which varies, consequently, according to the additions and deletions of Contracts over time.

Any late payment will automatically incur, on the one hand, late payment penalties equal to three (3) times the legal interest rate and calculated on the amount excluding tax of the sums remaining due, and on the other hand, an indemnity for recovery costs in the amount of forty (40) €, starting from the day following the payment date of the invoice.

Non-payment of an invoice by the Client fifteen (15) days after sending a formal notice to pay, which has remained, in whole or in part, without effect, is considered a serious breach that authorizes Madiasoft to terminate the Contract under the conditions defined in the “Termination of the Contract” article above. The formal notice may be notified by email with acknowledgment of receipt.

In the event of suspension of the Contract for non-payment, the Client will bear account reactivation fees equivalent to one-twelfth (1/12) of the value of the annual Contract.

It is reminded that the invoiced Service does not include telecommunication charges, Internet connection fees, or any other charges caused by access to the Service, which the Client will otherwise assume in their entirety and under their sole responsibility.

Madiasoft may review the unit subscription price of its Service at the time of Contract renewal, provided it has notified the Client at least three (3) months in advance in writing. If the Client does not consent to the increase in monthly subscription fees, the Client may terminate the Contract in writing in compliance with the conditions described in the “Termination of the Contract” article. Failing to have notified Madiasoft in writing, this Contract will be renewed in its entirety including the increases, the Client’s consent being considered as acquired.

Article 11. Price Revision

The applicable regulations on price revision result from Articles L. 112-1 to L. 112-4 of the Monetary and Financial Code. Only clauses providing for indexation based on the price of goods, products, or services directly related to the subject of the Contract or to the activity of one of the parties are lawful.

Beyond the initial duration of the Service, Madiasoft may modify the Contract prices once (1) per calendar year. Madiasoft has chosen the Syntec index as the Contract index.

The price of a service may be revised at each contractual expiry according to a formula that takes into account the Syntec index: P1 = P0 x S1/S0

Where P1 = revised price, P0 = original contractual price, S0 = reference Syntec index of the month of the Contract signature date, S1 = last index published on the revision date.

In the event of the Client’s refusal of the increase in the invoiced amounts, the Client shall be entitled to terminate the Contract under the conditions of the “Termination of the Contract” article under the subtitle “Termination for Client Convenience”.

Article 12. Client Obligations

To enable the performance of the Service, the Client agrees notably to:

• refer to the Help before each request for intervention;
• make available to Madiasoft any necessary information requested by Madiasoft for the understanding and resolution of Anomalies and malfunctions encountered;
• designate, within its organization, a competent contact person in charge of handling Anomalies and malfunctions and ensure that they are available during any intervention by Madiasoft;
• facilitate access for Madiasoft personnel to all its facilities if necessary and ensure Madiasoft personnel have free access to the premises as well as indicate an appropriate correspondent to them;
• install and administer its equipment and applications not provided by Madiasoft, as well as its networks.

The Client acknowledges having been sufficiently informed of the terms of access, implementation, and use of the Service as well as the minimum recommended configuration.

The Client also agrees not to:

• distribute the Service, make it available to third parties, or rent it unless otherwise provided for in the Special Conditions;
• alter or disrupt the integrity or performance of the Service or the data contained therein;
• attempt to gain unauthorized access to the Service or its associated systems or networks;
• attempt to use a contractually unauthorized functionality of the Service that is accessible to them.

In the event that Madiasoft observes a breach of these terms, it reserves the right, without notice and without formal notice, to suspend the Service provided, to delete any information likely to contravene the aforementioned regulations, and to terminate this Contract under the conditions defined in the “Termination of the Contract” article.

Article 13. Declaration

The Client declares to be well-acquainted with the Internet, its characteristics, and its limits, and acknowledges notably that:

• data transmissions on the Internet only benefit from relative technical reliability, as they circulate on heterogeneous networks with diverse technical characteristics and capacities that are sometimes saturated at certain times of the day;
• certain specific networks may depend on particular agreements and be subject to access restrictions that will not allow access to the Service;
• users of the Service are likely to be located anywhere in the world, and the content of the Service may be reproduced, represented, or more generally disseminated without any geographical limitation;
• data circulating on the Internet is not protected against potential misappropriation and thus the communication of passwords, confidential codes, and more generally all sensitive information is carried out by the Client at their own risk;
• making the content of the Service available to users may be subject to unauthorized third-party intrusions and, consequently, be corrupted despite Madiasoft providing access protected by a password.

Article 14. Intellectual Property

Madiasoft holds all applicable intellectual property rights relating to the Service or declares, when a third party holds the intellectual property, to have obtained from that third party the right to market or distribute the Service. This Contract does not confer any property rights on the Client relating to the Service, its technology, or the intellectual property rights held by Madiasoft or by a third party.

The Client agrees not to infringe, directly or indirectly, or through third parties, the property rights of the Madiasoft Service. Indeed, making the Software available by Madiasoft in no way implies the transfer of property rights on this Software and on any of its elements, nor on the associated help, which remain the exclusive property of Madiasoft.

Consequently, the Client is prohibited from any adaptation, modification even partial, transformation, decompilation, functional analysis or arrangement, transcription, and translation into other software languages, for any reason whatsoever.

The Client is prohibited from using Madiasoft Services for purposes other than those described herein, and notably from making them available to third parties without prior written authorization.

The Client agrees to bear the cost of acquisition, implementation, and maintenance of the means of access to the service as well as the costs of installation and implementation of the service.

Article 15. Madiasoft Personnel

Within the framework of the Contract, Additional Services may also be requested by the Client, such as analysis, configuration, and training. This could lead to Madiasoft personnel being present on the Client’s premises.

15.1. Supervision

Madiasoft personnel assigned to the execution of the Services remain under the administrative control and the sole hierarchical and disciplinary authority of Madiasoft throughout the duration of the Contract.

Madiasoft ensures the supervision and control of its personnel, including when the Services are performed on the Client’s premises.

15.2. Competence

Madiasoft agrees to provide sufficient staff with the required competence for the execution of the Services.

15.3. Health and Safety

Madiasoft agrees to do what is necessary so that its personnel, when on the Client’s premises, comply with the Client’s internal regulations and the provisions applicable to external companies present on said premises, notably those relating to health and safety. The Client, for its part, agrees to bring these provisions to Madiasoft’s attention.

The Client and Madiasoft will comply with the provisions of Decree No. 92-158 of February 20, 1992, setting out the specific health and safety requirements applicable to work carried out by an external company on the Client’s premises.

In the event that Madiasoft personnel access the Client’s information system for the execution of the Services, Madiasoft will ensure that they specifically comply with:

• good professional practices (of the trade);
• specific good practices and usages communicated by the Client;
• any document transmitted in the Special Conditions, notably the Charters of good use and the Client’s internal circulars.

Article 16. Madiasoft Obligations and Warranties

Madiasoft undertakes to:

• make every effort to perform the Services provided for in the Contract with its best care and within the scheduled timeframes. Madiasoft is only bound by an obligation of means and not of result, insofar as the Client has properly fulfilled its obligations;
• perform the Service in accordance with the Rules of the Art of its profession and notably to provide its know-how, experience, and expertise, as well as any equipment and software;
• be solely responsible for the means and methods it implements within the framework hereof;
• comply with all laws and regulations (as well as any modifications made to them) applicable to the provision of the Service and the performance of the Services;
• notify the Client in the event of a problem occurring during the performance of the Services;
• ensure compliance with these provisions by its personnel and by its potential subcontractors;
• restitute to the Client any Client Data as well as all equipment, tools, or other elements provided to it by the Client within the framework of the performance of the Service, at the Client’s request and at the latest, upon expiry or termination, for any cause whatsoever, of the Contract.

Madiasoft declares and warrants that it holds full ownership of the Software and including, as a reminder, unless otherwise stated in the Special Conditions, all specific developments ordered by the Client.

16.1. Obligation of Loyalty

The Parties agree, throughout the duration of the Contract, to loyally execute their respective obligations and to seek in good faith all possible solutions likely to achieve a rapid and balanced resolution of any problems or difficulties that may arise during the execution of the Contract.

16.2. Fight Against Undeclared Work

Madiasoft hereby agrees to be in compliance with French regulations relating to the fight against undeclared work or any other similar applicable regulation when the Services are performed in another territory.

Madiasoft shall decide alone, under its responsibility, on the resources, tools, methods, and means of execution necessary for the performance of the ordered Service.

In no case shall Madiasoft be held liable for any damage of any nature whatsoever, notably loss of business, loss of data, or any other financial loss resulting from the use or inability to use the system, equipment, or Services provided. The Client assumes the risks of loss or damage that may affect its equipment or files except those mentioned in this Contract.

Article 17. Financial Regulations

17.1. Anti-Corruption

Madiasoft declares and warrants to the Client at all times during the term of the Contract:

• that it is aware of all legislation applicable to the Contract regarding anti-corruption, and that it has implemented rules and procedures to comply with said legislation and to adapt to their future developments;
• that neither Madiasoft nor any of the persons it controls (these “controlled” persons including notably directors, employees, and agents) has committed or will commit, directly or indirectly, any Act of Corruption;
• that it has put in place appropriate rules, systems, procedures, and controls aimed at preventing the commission of Acts of Corruption by itself, its agents or other intermediaries, and controlled persons, and to ensure that any evidence or suspicion of the commission of an Act of Corruption will be thoroughly investigated, handled with appropriate diligence, and reported to the Client. Proof of the existence of these rules, systems, procedures, and controls will be communicated to the Client upon request;
• that neither Madiasoft nor any of its agents, intermediaries, or controlled persons is subject to a prohibition (or is treated as such) by a governmental or international body from responding to calls for tender, contacting, or working with that body due to proven or suspected Acts of Corruption.

17.2. Fight Against Conflicts of Interest

Throughout the duration of the Contract, Madiasoft declares and warrants not to maintain personal or professional relationships that would contravene its professional duties or put it in a situation of conflict of interest with the Client.

Madiasoft agrees to notify the Client without delay of any conflict of interest related to the commercial relationship between the Parties to which it might be subject. If the Client considers that the conflict of interest declared by Madiasoft is incompatible with the continuation of the Contract, it may automatically terminate the Contract without notice and without indemnity.

17.3. Fight Against Influence Peddling

Madiasoft and its agents are neither linked to, nor should they interact with, any Public Official, any government, or governmental entity within the framework of the Services provided to the Client. For the purposes of this section, the term “Public Official” includes all elected officials, dignitaries, candidates for public office, members of royal families, magistrates, civil servants, or employees, regardless of their rank, or any person belonging to or acting on behalf of:

• a government (foreign, national, or local) including any department, body, regulator, or one of their agencies or instances;
• a government service or a public authority (including notably customs or tax authorities, embassies, and any body issuing permits);
• a local or regional public service;
• a state-owned or state-controlled enterprise (including notably state-owned or state-controlled companies, public hospitals, universities, sovereign wealth funds, or any other state-sponsored entity);
• a political party; or
• an international court or an international public organization (for example, the United Nations).

Article 18. Infringement Warranty

In the event of a claim relating to the infringement by the Software of an intellectual property right in France, Madiasoft may, at its choice and expense, either replace or modify all or any part of the Software, or obtain a license for the Client to use the Service, provided that:

• the Client has accepted and performed all of its obligations under the terms of this document;
• the Client has notified Madiasoft in writing within eight (8) days of the infringement action or the declaration preceding this action;
• Madiasoft is able to defend its own interests and those of the Client, and to do so, the Client loyally collaborates with Madiasoft by providing all elements, information, and assistance necessary to carry out such a defense.

In the event that none of these measures is reasonably feasible, Madiasoft may unilaterally decide to terminate the Contract and reimburse the Client for the fees paid over the last twelve (12) months of use of the Service. The provisions of this article define Madiasoft’s entire obligations regarding patent and copyright infringement resulting from the use of the Software.

Article 19. Madiasoft Responsibilities

Madiasoft’s liability cannot be engaged in the event of non-performance or poor performance due to the Client, a third party, or a case of force majeure. It cannot be engaged for any prejudice resulting from this delay. The Client agrees that Madiasoft shall incur no liability for loss of profits, commercial disruption, or third-party claims.

The Client agrees that this Contract is not intended to establish full and complete liability for loss, damage, or prejudice resulting directly or indirectly from the use of the system and Services, which have been specifically designed to prevent them. In any event, in the event that it is proven that Madiasoft is liable for loss, damage, or prejudice within the framework of this Contract, the Client agrees that, regardless of the grounds for its claim and the procedure followed to implement it, Madiasoft’s potential liability by reason of the performance of the obligations provided for in this Contract shall be limited to an amount not exceeding the amount of the Client’s annual subscription fee.

This amount does not constitute a penalty but compensation. This compensation constitutes the exclusive remedy in the event of a defect in the Services or equipment, and the provisions of this section apply, in the event of loss, damage, or prejudice, regardless of the cause or origin, directly or indirectly to persons or property in the performance or non-performance of obligations, by negligence or otherwise, of Madiasoft, its agents, or its employees.

The above provisions are intended to establish the maximum amount recoverable by the Client and to determine Madiasoft’s liability, i.e., the amount of the annual subscription fee. If the Client wishes more extensive coverage, specific insurance coverage may be offered to them, the cost of which would be distinct from the cost of this Contract.

It is understood that subscription to this Contract implies the Client’s waiver of the right to invoke advice or advertising from Madiasoft. The Client accepts that any representation, promise, condition, inducement, or explicit or implicit warranty, including of merchantability or satisfactory quality, not mentioned in writing in this Contract cannot bind either party.

For all requests sent by email, Madiasoft reserves the right to contact the Client and ask for confirmation of said request by registered letter with acknowledgment of receipt.

Article 20. Client Responsibility

The Client guarantees that they possess all necessary authorizations for the use and/or distribution within the territory of information and data of any kind hosted by Madiasoft, and is solely responsible for the consequences of making them available to the public, even if restricted on the Internet. In particular, the Client is solely responsible for any damage suffered or incurred by Madiasoft due to the presence of illicit data on the Client’s pages, such as defamatory or racist remarks.

In the event of a breach of the provisions of the law of June 21, 2004 (“LCEN”) as observed by a judicial authority within the meaning of the same law, or in the event of an injunction issued by the judicial authority to remove contentious content, Madiasoft may take any necessary measures to remove this content or prevent access to it. Madiasoft shall inform the Client accordingly.

In the event of an amicable complaint or a formal notice from a third party addressed to Madiasoft, claiming that the content is illicit or causes them harm, Madiasoft shall promptly inform the Client.

Should the contentious Content not be removed by the Client or by Madiasoft – due to the Client’s refusal or silence – the Client shall indemnify Madiasoft against any claims and awards of damages to which Madiasoft might be exposed as a result of such claim.

However, notwithstanding the foregoing, Madiasoft may take any useful measures to remove access to the contentious content or make access impossible if the content appears manifestly illicit, and shall inform the Client. In the latter case, Madiasoft shall inform the Client as soon as possible.

The suspension or interruption of content for the reasons mentioned above shall not entitle the Client to any compensation from Madiasoft. Furthermore, the Client shall remain liable to Madiasoft for the full agreed price throughout the suspension or interruption period.

Article 21. Client Audit

The Client may request additional explanations from Madiasoft if the documents provided do not allow them to verify Madiasoft’s compliance with its obligations as a subcontractor under the Contract. The Client shall then submit a written request to Madiasoft by email, justifying their request for additional explanation. Madiasoft undertakes to respond to the Client as soon as possible.

Upon receipt of the Client’s request, Madiasoft shall send an acknowledgment of receipt. The burden of proof of Madiasoft’s proper receipt of the audit request rests with the Client.

If, despite Madiasoft’s response, the Client questions the veracity or completeness of the information transmitted, or in the event of imminent risks to the security of Personal Data, the Client may conduct an on-site audit, subject to compliance with the following conditions:

• the Client submits a written request for an on-site audit to Madiasoft, by registered letter with acknowledgment of receipt, justifying and documenting their request;
• Madiasoft undertakes to respond to the Client, specifying the scope and conditions for conducting the on-site audit. The security of Madiasoft’s information system and data centers relies on restricted access; therefore, the scope of an on-site audit will be limited to Madiasoft’s processes enabling the Service to operate as a subcontractor for the processing of Personal Data entrusted by the Client to Madiasoft. The duration of the audit shall not exceed two (2) working days, which will be invoiced by Madiasoft to the Client according to the service rates in effect at the time of the audit;
• this audit mission may be carried out by the Client’s internal auditors or may be entrusted to any third party chosen by the Client, provided they are not a competitor of Madiasoft;
• the auditors must make a formal commitment not to disclose any information gathered at Madiasoft, regardless of the acquisition method. The signing of the confidentiality agreement by the auditors must precede the audit and be communicated to Madiasoft.
• As part of the audit, Madiasoft will grant access to its premises, and generally to the documents and personnel necessary for the auditors to conduct the audit under satisfactory conditions. It is understood that this audit must not disrupt the operation of the Service.

Article 22. Competence and Authority of the Signatory

The person signing this Contract on behalf of the Client undertakes to have the authority to sign it and to allow the installation of the systems described herein, as well as the authority to contract for the Services provided.

Article 23. Use of the Service

Madiasoft’s unlimited plans are designed to allow its Clients normal use of its Services without having to worry about the number of users or incessant price changes. To guarantee this comfort, Madiasoft reserves the right to qualify as abusive any use of the Service where the cost of the necessary resources (CPU, RAM, storage, etc.) exceeds eighty percent (80%) of the ex-tax sales price invoiced to the Client for more than two (2) consecutive months.

In the event of abusive use of its Services based on the plan to which the Client has subscribed, the Client will be contacted by Madiasoft’s sales department, which will propose an upgrade to a more suitable plan. The Client will, of course, be free to refuse, and their access to the Service will then be suspended according to the terms of the article “Termination of the Contract.”

Article 24. Password, Encryption Key, and Security

In the event that the Client subscribes to a remote encrypted data backup offer:

24.1. Data Backup

The Client authorizes Madiasoft to install backup software on their computers. The Client’s files are encrypted by the software before being transferred to Madiasoft’s servers. The hosted data is encrypted with a key that only the Client possesses and is responsible for. It is the Client’s sole responsibility to retain the encryption key defined during the initial setup. Madiasoft does not store Client encryption keys. Madiasoft cannot under any circumstances be held responsible for the loss of the encryption key, without which the stored data cannot be used. Madiasoft undertakes to host the computer data on its server and to ensure its security in its collected state. Madiasoft guarantees that under no circumstances will the content of the Client’s files be accessible to anyone without the Client’s express authorization.

24.2. Data Restoration

Restitution of computer data as part of a remote encrypted data backup service: Madiasoft undertakes to restore the files present on its servers in the state in which the Client sent them, provided, of course, that they were indeed included in their list of files to be backed up. The Client acknowledges that they can at any time autonomously retrieve all or part of their computer data via the Internet using the backup software provided by Madiasoft. Madiasoft may perform the aforementioned restitutions via any physical medium of its choice against invoice, which the Client expressly accepts. Madiasoft provides, upon acceptance of a quote by the Client, the intervention of a technician to assist with the reinstallation of the restored files on the Client’s computer.

Article 25. Confidentiality

The parties undertake not to communicate to anyone, directly or indirectly, all or part of any information (commercial, industrial, technical, financial, nominative, etc.) relating to the other party that has been communicated to them or of which they became aware during the performance of this Contract. This obligation shall not apply if the communication of information to a third party is necessary for the performance of this Contract, provided, however, that Madiasoft guarantees the third party’s compliance with this confidentiality obligation. The confidentiality obligation shall not concern information that is in the public domain on the date of disclosure.

The following are not confidential information:

• those which, in the absence of fault, are in the public domain;
• those which the receiving party possessed before their communication, without having received them from the other party;
• those which are communicated to the parties by third parties, without conditions of confidentiality; and
• those which each party develops independently.

The terms of this obligation are valid throughout the term of the Contract and for two (2) years following its termination.

Article 26. Publicity

Madiasoft may use the Client’s name for the promotion of its Software Packages. Thus, the Client agrees that Madiasoft may refer to its name, corporate name, logo, or registered trademark of the Client on any media, including all Madiasoft and partner websites, worldwide. Furthermore, the Client may be solicited to provide a testimonial about their Client experience with Madiasoft.

However, the Client may inform Madiasoft by any written means and at any time of their refusal and/or request, if applicable, the withdrawal of the aforementioned reference.

Article 27. Entirety of the Contract, Partial Invalidity

These specified clauses, articles, and appendices represent the entirety of the General Conditions and the Contract. Any representation, promise, condition, inducement, or guarantee, explicit or implicit, verbal or written, not mentioned in writing herein, shall under no circumstances create new obligations hereunder. The terms thus mentioned apply as they are, without modifications except in writing as mentioned below. If any provision of these General Conditions is declared null and void with respect to a rule of law or a final judicial decision, it shall be deemed unwritten. However, the other provisions hereof shall retain their full force and effect, and the said General Conditions shall remain in force.

The failure of either party to assert a breach by the other party of any of the obligations referred to herein shall not be construed in the future as a waiver of the obligation in question.

Article 28. Language of the Contract and Applicable Law

By express agreement between the parties, these General Conditions and the operations arising therefrom are governed by French law.

They are written in French. In the event that they are translated into one or more languages, only the French text shall be authoritative in case of dispute.

Article 29. Force Majeure

Neither party shall be held responsible for its delay or failure in the performance of its obligations, as described herein, if such delay or failure is due to the occurrence of a force majeure event as defined in Article 1218 of the Civil Code. It is expressly agreed between the Parties that a force majeure event specifically concerns any event beyond their control, which could not have been reasonably foreseen at the time of concluding the Contract, and whose effects cannot be avoided by state-of-the-art measures.

In the event of such a force majeure event, the performance of this Contract shall be suspended until the force majeure event disappears, expires, or ceases. However, if the force majeure event persists beyond a period of thirty (30) days, the parties must come together to discuss a possible modification of the Contract.

The deadlines provided for in this Contract shall be automatically postponed according to the duration of the force majeure event.

In the absence of an agreement between the two (2) parties within thirty (30) days and if the force majeure event persists, each of the Parties shall have the right to terminate this Contract automatically, without any compensation being due by either party, by email addressed to the other party.

However, if, upon the occurrence of the force majeure event, it appears that the delay justifies the termination of this Contract, it shall be terminated automatically, and the parties shall be released from their obligations.

Article 30. Personal Data

30.1. Definitions

In all cases where they appear with a capital letter, in singular or plural, in this article, these terms shall have the meaning defined below:

• Controller: natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing. Where the purposes and means of such processing are determined by Union or Member State law, the Controller may be designated or the specific criteria for its nomination may be provided for by Union or Member State law.
• Processor: natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.
• Applicable Regulations: all current European Union directives and regulations governing the use and/or processing of Personal Data, including in particular the GDPR and all associated national laws.
• EEA: European Economic Area.
• GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (General Data Protection Regulation).
• Personal Data: any information relating to an identified or identifiable natural person (“Data Subject”).
• Identifiable natural person: a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
• Client’s Personal Data: data, information or documents provided, entered or transmitted by the Client or on their behalf within the Services, and which may include data relating to their customers and/or employees.
• Processing: any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, and “process,” “processed,” and “processes” shall be construed accordingly.
• Supervisory Authority: an independent public authority which is established by a Member State and which is responsible for the processing of personal data.

30.2. Processing of Personal Data

30.2.1. Madiasoft as Processor of the Client’s Personal Data

The Parties acknowledge and agree that the Client is the Controller of the Personal Data collected and processed within the framework of the performance of the Contract and that the Client alone assumes full responsibility for the compliance of said Processing with the Applicable Regulations.

Within the framework of the performance of said Contract, Madiasoft, in its capacity as Processor, undertakes to process Personal Data on behalf of the Controller under the conditions defined below:

The Client guarantees and declares:

• to comply with the Applicable Regulations and ensure that its instructions to Madiasoft for the Processing of Personal Data comply therewith;
• to be authorized, in accordance with the Applicable Regulations, to communicate to Madiasoft the Personal Data of the Data Subjects concerned by said Processing;
• to obtain, where applicable, the consents of the Data Subjects concerned by said Processing, in compliance with the Applicable Regulations, in order to:
  • communicate said Client’s Personal Data to Madiasoft;
  • allow Madiasoft to process the Client’s Personal Data for the purpose of performing said General Conditions; and
  • that Madiasoft may communicate said Personal Data (i) to its service provider partners and affiliated companies; (ii) to any public authority, if applicable; (iii) to any third party in the context of fulfilling a legal or regulatory obligation incumbent on Madiasoft; and (iv) to any other person entitled to request the communication of the information, including when the recipients of the Personal Data are located outside the European Economic Area.

Madiasoft guarantees and declares that when acting as Processor, it processes the Client’s Personal Data:

• only to the extent necessary for the performance of the General Conditions and/or;
• following the Client’s written instructions.

30.2.2. Madiasoft as Controller of the Client’s Personal Data

Madiasoft guarantees and declares that when acting as Controller, it processes the Client’s Personal Data in accordance with the Applicable Regulations and its Privacy Policy available at the following address: https://www.madiasoft.com.

30.2.3. Analysis of Personal Data

The Client is informed and accepts that Madiasoft may, in its legitimate commercial interest, collect, store, and use the Client’s Personal Data generated and stored during their use of the Service (including the Client’s Personal Data, which Madiasoft processes as Controller as stipulated in Madiasoft’s Privacy Policy available at the following address: https://www.madiasoft.com) for the purpose of:

• sending the Client advertising or marketing messages (including in-product messages or banner message windows) or information that may be useful to the Client, depending on their use of Madiasoft Services and products;
• conducting research and development to improve Madiasoft’s and/or its Affiliates’ Services, products, and applications;
• developing and providing existing and new services and features (including statistical analysis, benchmarking, or forecasting services);
• offering the Client location-based services (e.g., location-related content) for which Madiasoft collects geolocation data to provide the Client with a relevant experience;

it being understood that Madiasoft ensures that this collected information is processed pseudonymously and is displayed only in its entirety and not in connection with the Client or any other Data Subject.

The Client may at any time request Madiasoft to cease the use of the Client’s Personal Data as described in this paragraph by contacting Madiasoft at the following address: contact@madiasoft.com.

30.3. Madiasoft’s Obligations to the Client

Madiasoft undertakes to:

• assist the Client, as far as possible, with appropriate technical and organizational measures, to fulfill its obligation to respond to individual requests for the exercise of Data Subjects’ rights;
• assist the Client, as far as possible and based on the information Madiasoft has, to enable the Client to comply with its obligations relating to:
  • notifications to Supervisory Authorities;
  • prior consultation with these Authorities;
  • communication to Data Subjects of any breach; and
  • privacy impact assessments.

30.4. Madiasoft’s Obligations Regarding its Personnel

Madiasoft undertakes to:

• take all reasonable measures to ensure compliance by any employee having access to Personal Data with their obligations hereunder;
• ensure that access to Personal Data is strictly limited to employees who need to access it for the exclusive purposes of performing the General Conditions;
• ensure that employees authorized to process Personal Data have committed to respecting its confidentiality, or are subject to an appropriate legal obligation of confidentiality. If required by Applicable Regulations, Madiasoft will appoint a data protection officer and make available information relating to said appointment.

30.5. Security and Audit

Madiasoft implements and maintains technical and organizational security measures, in accordance with recognized best practices in IT security and appropriate to the risks presented by the Personal Data Processing activity, to protect Personal Data against any unauthorized or unlawful Processing, as well as accidental loss, alteration, or unauthorized disclosure to a third party of said Data.

Subject to any existing confidentiality obligation towards a third party, Madiasoft undertakes to provide the Client with all reasonably necessary information to enable them to demonstrate compliance with their own obligations hereunder. To this end, Madiasoft may, in particular, provide the Client with any security audit report prepared by Madiasoft or any independent auditor. Failing this, or at the Client’s request, Madiasoft undertakes to allow independent audits, including inspections by a qualified third-party auditor mandated by the Client and approved by Madiasoft, at the Client’s expense.

30.6. Data Breach

Madiasoft shall notify the Client if it becomes aware of a security breach resulting in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure to a third party of Personal Data, or unauthorized access to such data, arising from an act or omission on the part of Madiasoft or its subsequent subcontractors.

30.7. Return and Destruction

At the end of the General Conditions and at the Client’s request, Madiasoft shall delete or return to the Client all Personal Data concerning them and destroy all existing copies of such Data, unless Madiasoft is legally obliged to retain them or has another legitimate commercial reason to do so.

30.8. Use of Subsequent Subcontractors

Madiasoft may not use a subsequent subcontractor to carry out Processing on behalf of the Client without the Client’s prior written authorization. If the use of a subcontractor is accepted by the Client, Madiasoft shall ensure that the obligations hereunder are passed on to said subsequent subcontractor.

Article 31. Amicable Dispute Resolution and Competent Court

In order to jointly find a solution to any dispute to which this Contract may give rise concerning its validity, interpretation, execution, non-execution, interruption, termination, consequences, and aftermath, the parties agree to meet within fifteen (15) days from the receipt of a registered letter with acknowledgment of receipt, notified by one of the two (2) parties. A mediator will be appointed at the initiative of the most diligent party. The mediation costs will be borne equally by each of the parties.

In the absence of an amicable agreement between the two (2) parties, the sole recognized jurisdiction whose competence is accepted by them is the Commercial Court of Paris, notwithstanding multiple defendants or third-party claims, even for urgent procedures or protective measures, in summary proceedings or by petition.

Article 32. Miscellaneous

None of the stipulations of the General Conditions shall be interpreted as creating, between the Client and Madiasoft, a mandate, a joint entity, an agent relationship, or an employer-employee relationship, each party acting independently.