Terms and conditions of use

Last update: November 2025

Article 1. Definitions

In the remainder of these Terms and Conditions, each of the following expressions shall have the meaning given to it in its definition, namely:

• Act of corruption: a deliberate act, committed directly or indirectly through any person such as a third-party intermediary, of (a) giving, offering, promising, or (b) soliciting or accepting, from any person (including any public official), on one's own behalf or on behalf of a third party, any gift, gift, invitation, reward, or thing of value, which would or could be perceived as an inducement to corrupt, or as a deliberate act of corruption, in all cases with a view to inducing a person (including any Public Official) to perform their duties in an abusive or dishonest manner and/or to obtain an undue advantage.
• Anomaly: either a malfunction of the Software Package, reproducible by Madiasoft, preventing its use in accordance with the documentation or, failing that, the validation of the results obtained during testing of the Service by the Customer 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 Customer (the term "control" being understood as defined in Article L. 233-3 of the Commercial Code).
• Customer or subscriber: natural or legal person who has subscribed to a Madiasoft service.
• Special Conditions: refer to the quote serving as a purchase order or the online purchase order, both of which are subject to these General Terms and Conditions.
• Terms and Conditions: refer to this document.
• Contract: these General Terms and Conditions, the Special Terms and Conditions, and any appendices thereto.
• Effective Date: the effective date of the Agreement as indicated on the signature page of the purchase order or, failing that, the date of signature of the purchase order.
• Documentation: description of features, user manual for the Software Package. It is provided in electronic form in French. All other documentation is excluded from the scope of the Contract, in particular commercial documentation and training documentation.
• Syntec Index: a tool for measuring changes in the cost of labor, primarily intellectual labor, for services rendered.
• Additional services: services that complement the Service and do not require specific development. These services include analysis, configuration, and training offered by Madiasoft.
• Software package: set of features of one or more programs and their documentation, designed to be provided to multiple users for the same purpose. Within the framework of the Contract, the Software Package also includes all updates from the publisher and, unless otherwise specified in the Special Conditions, all specific developments ordered by the Customer.
• Service: standard application features delivered online, along with updates and support, billed as a subscription or based on usage.
• Trafficking in influence: the deliberate 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, gift, invitation, reward, or thing of value, on one's own behalf or on behalf of a third party, in all cases with a view to abusing or having abused one's real or supposed influence and obtaining a favorable decision or an undue advantage from a Public Official.

Article 2. Scope of application

These Terms and Conditions of Use (TCU) constitute, in accordance with Article L. 441-6 of the French Commercial Code, the sole basis for the commercial relationship between the parties (the "Terms and Conditions").

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

Their purpose is to define the terms and conditions under which Madiasoft provides services to professional customers ("the Customers" or "the Customer") who request them, either through direct contact, electronically, or via paper documents.

These Terms and Conditions apply, without restriction or reservation, to all services provided by Madiasoft to Customers, and shall prevail, where applicable, over any other version and over the Customer's general terms and conditions of purchase or other terms and conditions, regardless of any clauses that may appear in the Customer's documents.

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

These Terms and Conditions are available online at any time on the madiasoft.com website. They come into effect as soon as they are posted online and cannot be applied to Contracts signed prior to their posting. The version of the Terms and Conditions applicable to the Customer is the one in effect on the website on the date the Contract is signed.

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

Article 3. Customer Information

It is the Customer's responsibility to ensure :

• the suitability of the Service for its specific needs, in particular based on the information provided during demonstrations and its own testing period of the Service;
• that they have the necessary skills to access and use the Service. It is the Customer's responsibility to verify, in accordance with the practices of their profession, the results obtained, in particular with the help of the Documentation and the Service tests.

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

Any order placed with Madiasoft's Service implies the Customer's full and complete acceptance of the Contract.

Article 4. Contractual documents

The Contract comprises the following contractual documents:

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

Article 5. Additional services

The Contract does not cover additional Services recommended by Madiasoft or requested by the Customer to meet its specific needs. Thus, for example, advisory, training, and consulting services will be covered by a separate Contract between the Customer and Madiasoft.

Article 6. Term, renewal

This Agreement is entered into for an initial term of one (1) year, renewable by tacit agreement.

This Agreement shall become effective on the Effective Date as determined on the signature page and shall remain in effect for the duration of the provision of the Service.

Article 7. Termination of the Agreement

In the event of termination, regardless of the cause, the Customer shall cease using the Service as of the date of termination of the Contract. In addition, the Customer shall be liable to Madiasoft for any unpaid invoices as of the date of termination.

Termination or expiration of this Agreement for any reason shall not give rise to any refund of sums collected by Madiasoft.

The Customer is informed that termination of the Contract means that the procedure for erasing their data, as defined in the article "Return of data," will be initiated.

7.1. Termination for breach

In the event of a breach by one of the Parties of any of its obligations under the Contract, the other Party may give formal notice to remedy the breach within a maximum period of thirty (30) days, by e-mail.

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 all or part of the Contract by email, without prejudice to any damages to which it may be entitled.

Upon receipt of the Customer's termination request by email, Madiasoft will send an acknowledgment of receipt. The burden of proof that Madiasoft has received the termination request lies with the Customer.

7.2. Termination at the Customer's convenience

Unless otherwise specified in the Special Terms and Conditions, the Customer may terminate the Contract at any time, provided that Madiasoft is expressly notified of this intention. However, one (1) month's notice, starting from the date of receipt of the termination request, is required before the termination takes effect.

Upon receipt of the Customer's termination request by email, Madiasoft will send an acknowledgment of receipt. The burden of proof that Madiasoft has received the termination request lies with the Customer.

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

7.3. Termination at Madiasoft's convenience

Madiasoft reserves the right to terminate the Contract. Such termination shall take effect on the date of expiry of the current period, subject to the mandatory requirement of three (3) months' notice.

Article 8. Data return

Upon expiration or termination of the Contract, access to the Service will be closed on the last day of the Service. The Customer must therefore, before this expiration date:

• retrieved Customer Data accessible through the Service's features; or
• requested Madiasoft to return a copy of the latest backup of the Customer Data.

Unless otherwise stipulated in the Special Conditions, any return of a copy of the last backup of Customer Data by Madiasoft will be made in a standard market format chosen by Madiasoft and will be made available to the Customer 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 stipulated in the Special Terms and Conditions, from the sixtieth (60th) day following the date of termination of the Contract, the process of erasing Customer Data will be initiated in order to render it unusable. This deletion will be carried out on production data as well as on backed-up data, depending on the retention periods for backups.

Article 9. Rates

The Service is provided at the rate specified in the Special Terms and Conditions or, failing that, at the rates for the Service in effect on the date the Contract is signed by the Customer.

Current rates are expressed in euros.

The price invoiced to the Customer is the price excluding VAT, to which VAT is added as shown inclusive of tax on the invoice by Madiasoft to the Customer.

The Customer acknowledges having been informed of the pricing method and the price of the Service, which are specified in particular on the "Quotation serving as an order form" or in the online order form.

Article 10. Invoicing payment terms

The Service will be billed as soon as it becomes available. Madiasoft reserves the right to issue invoices electronically. Unless otherwise specified in the Special Terms and Conditions, the Service will be billed by monthly direct debit from a bank located in France or in the French overseas departments and territories:

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

The first invoicing the subscription will be issued on the date Madiasoft provides the Customer with the access codes for the Service (effective start date), or failing that, on the first day of the following month. Madiasoft will invoicing Service on the basis of calendar periods rather than anniversary periods. Where applicable, the first and/or last invoicing issued on a pro rata basis.

Madiasoft invoices relating to the Service (including for online orders) shall be paid by the Customer by direct debit without discount within thirty (30) days of the invoice date. The Customer undertakes to provide their bank details (IBAN and BIC) and to complete the SEPA Mandate in paper or electronic form. Once the SEPA Mandate is in place, if the Customer signs several Contracts in succession and chooses to pay the amounts due to Madiasoft by direct debit each time, they agree that each of these Contracts will be governed by a single, shared direct debit authorization, the amount of which will vary accordingly, depending on the addition or removal of Contracts over time.

Any delay in payment shall automatically result in late payment penalties equal to three (3) times the legal interest rate calculated on the amount excluding tax of the sums remaining due, and compensation for recovery costs in the amount of forty (40) euros, starting from the day after the invoice payment date.

Failure invoice the Customer to pay an invoice fifteen (15) days after a formal notice to pay has been sent, which has remained wholly or partially ineffective, shall be considered a serious breach entitling Madiasoft to terminate the Contract under the conditions set out in the "Termination of the Contract" section above. The formal notice may be sent by email with acknowledgment of receipt.

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

It is hereby reiterated that the invoiced Service does not include telecommunications charges, Internet connection charges, or any other charges incurred by accessing the Service, which the Customer shall bear in full and under their sole responsibility.

Madiasoft may revise the unit price of the subscription to its Service upon renewal of the Contract, provided that it has notified the Customer in writing at least three (3) months in advance. If the Customer does not agree to the increase in the monthly subscription fees, the Customer may terminate the Contract in writing in accordance with the conditions described in the section entitled "Termination of the Contract." If Madiasoft is not notified in writing, this Contract shall be renewed in its entirety, including the increases, with the Customer's consent being deemed to have been given.

Article 11. Price revisions

The applicable regulations on price revisions are set out in 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 matter of the Contract or to the activity of one of the parties are lawful.

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

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

Where P1 = revised price, P0 = original contract price, S0 = Syntec reference index for the month in which the Contract was signed, S1 = latest index published on the revision date.

If the Customer refuses to accept the increase in the amounts invoiced, they shall be entitled to terminate the Contract under the terms of the article entitled "Termination of the Contract" under the subheading "Termination at the Customer's convenience."

Article 12. Customer Obligations

In order to enable the Service to be provided, the Customer undertakes in particular to:

• refer to the Documentation before each service request;
• provide Madiasoft with any necessary information requested by Madiasoft for the understanding and resolution of Anomalies and malfunctions encountered;
• designate, within its organization, a competent contact person responsible for handling Anomalies and malfunctions and ensure that this person is available during any intervention by Madiasoft;
• facilitate access for Madiasoft personnel to all its facilities if necessary and ensure that Madiasoft personnel have free access to the premises and provide them with a suitable contact person;
• install and administer its equipment and applications not supplied by Madiasoft, as well as its networks.

The Customer acknowledges that they have been sufficiently informed about the terms and conditions of access, setup, and use of the Service, as well as the recommended minimum configuration.

The Customer also agrees not to:

• distribute the Service, make it available to third parties, or rent it out, unless otherwise specified in the Special Terms and Conditions;
• alter or disrupt the integrity or operation of the Service or the data contained therein;
• attempt to gain unauthorized access to the Service or to the systems or networks associated with it;
• attempt to use a feature of the Service that is not authorized by contract and that is accessible to him/her.

In the event that Madiasoft finds a breach of these terms and conditions, it reserves the right, without prior notice and without formal notice, to suspend the Service provided, to delete any information that may contravene the above regulations, and to terminate this Agreement under the conditions defined in the article "Termination of the Agreement."

Article 13. Declaration

The Customer declares that they are familiar with the Internet, its characteristics, and its limitations, and acknowledges in particular that:

• Data transmissions over the Internet are only relatively reliable from a technical standpoint, as they travel over heterogeneous networks with varying technical characteristics and capacities that are sometimes saturated at certain times of the day.
• Certain specific networks may be subject to special agreements and access restrictions that will not allow access to the Service.
• users of the Service may be located anywhere in the world, and that the content of the Service may be reproduced, represented, or more generally distributed without any geographical limitations;
• data circulating on the Internet is not protected against possible misuse and that, therefore, the communication of passwords, confidential codes, and more generally any sensitive information is carried out by the Customer at their own risk;
• The provision of the Service's content to users may be subject to unauthorized third-party intrusion and, as a result, may be corrupted despite Madiasoft providing password-protected access.

Article 14. Intellectual Property

Madiasoft owns all applicable intellectual property rights relating to the Service or, where a third party owns the intellectual property rights, declares that it has obtained from that third party the right to market or distribute the Service. This Agreement does not confer on the Customer any ownership rights relating to the Service, its technology, or the intellectual property rights owned by Madiasoft or a third party.

The Customer undertakes not to infringe, directly or indirectly, or through third parties, the property rights of Madiasoft's Service. The provision of the Software Package by Madiasoft does not imply any transfer of property rights over this Software Package or any of its components, nor over the associated documentation, which remain the exclusive property of Madiasoft.

Consequently, the Customer shall refrain from adapting, modifying even partially, transforming, decompiling, functionally analyzing or arranging, transcribing and translating the software into other languages, for any reason whatsoever.

The Customer shall refrain from using Madiasoft's Services for purposes other than those described herein, and in particular from making them available to third parties without prior written authorization.

The Customer agrees to bear the cost of acquiring, installing and maintaining the means of access to the service, as well as the costs of installing and implementing the service.

Article 15. Madiasoft personnel

Under the Contract, additional Services may also be requested by the Customer, such as analysis, configuration, and training. This may require Madiasoft personnel to be present at the Customer's premises.

15.1. Supervision

Madiasoft personnel assigned to perform the Services shall remain under the administrative control and sole hierarchical and disciplinary authority of Madiasoft throughout the term of the Contract.

Madiasoft is responsible for supervising and controlling its personnel, including when the Services are performed at the Client's premises.

15.2. Jurisdiction

Madiasoft undertakes to provide sufficient staff with the skills required to perform the Services.

15.3. Health and safety

Madiasoft undertakes to do everything necessary to ensure that its staff, when on the Customer's premises, comply with the Customer's internal regulations and the provisions applicable to external companies present on said premises, in particular those relating to health and safety. The Customer, for its part, undertakes to inform Madiasoft of these provisions.

The Customer and Madiasoft shall comply with the provisions of Decree No. 92-158 of February 20, 1992, setting forth the specific health and safety requirements applicable to work performed by an outside company on the Customer's premises.

In the event that Madiasoft personnel access the Client's information system for the performance of the Services, Madiasoft shall ensure that they specifically comply with:

• to good professional practices (in the profession);
• to the best practices and specific uses communicated by the Customer;
• to any document provided in the Special Terms and Conditions, including the Customer's Acceptable Use Policies and internal circulars.

Article 16. Obligations and warranties of Madiasoft

Madiasoft is committed to:

• make every effort to perform the Services provided for in the Contract with the utmost care and within the agreed time frame. Madiasoft is only bound by an obligation of means and not of results, provided that the Customer has fulfilled its obligations;
• perform the Service in accordance with the best practices of their profession and, in particular, contribute their 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 of this agreement;
• comply with all laws and regulations (and any amendments thereto) applicable to the provision of the Service and the performance of the Services;
• notify the Client in the event of a problem arising during the performance of the Services;
• ensure compliance with these provisions by its personnel and any subcontractors;
• return to the Client all Client Data as well as any equipment, tools, or other items provided by the Client in connection with the performance of the Service, at the Client's request and no later than upon expiration or termination, for any reason whatsoever, of the Contract.

Madiasoft declares and guarantees that it holds full ownership of the Software Package and, as a reminder, unless otherwise specified in the Special Conditions, of all specific developments ordered by the Customer.

16.1. Duty of loyalty

The Parties agree, throughout the term of the Contract, to faithfully perform their respective obligations and to seek in good faith all possible solutions that may lead to a rapid and balanced resolution of any problems or difficulties that may arise during the performance of the Contract.

16.2. Combating undeclared work

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

Madiasoft shall decide solely, under its own responsibility, on the resources, tools, methods, and means of execution necessary to perform the Service ordered.

Under no circumstances shall Madiasoft be held liable for any damage of any kind, including operating losses, data loss, or any other financial loss resulting from the use or inability to use the system, equipment, or Services provided. The Customer assumes the risks of loss or damage that may affect their equipment or files, except as mentioned in this Agreement.

Article 17. Financial regulations

17.1. Combating corruption

Madiasoft declares and guarantees to the Customer at all times during the term of the Agreement:

• that it is aware of all legislation applicable to the Contract in relation to anti-corruption, and that it has implemented rules and procedures to comply with such legislation and adapt to future changes thereto;
• that neither Madiasoft nor any of the persons it controls (such "controlled" persons including, without limitation, officers, employees, and agents) has committed or will commit, directly or indirectly, any Act of Corruption;
• that it has implemented appropriate rules, systems, procedures, and controls designed to prevent acts of corruption from being committed by itself, its agents or other intermediaries, and controlled persons, and to ensure that any evidence or suspicion of an act of corruption will be thoroughly investigated, dealt with appropriately, and reported to the Client. Proof of the existence of these rules, systems, procedures, and controls will be provided to the Client upon request;
• that neither Madiasoft nor any of its agents, intermediaries, or controlled persons is subject to a ban (or treated as such) by a government or international organization from responding to calls for tenders, contacting, or working with that organization due to proven or alleged acts of corruption.

17.2. Combating conflicts of interest

Throughout the term of the Contract, Madiasoft declares and guarantees that it will not maintain any personal or professional relationships that would contravene its professional duties or place it in a situation of conflict of interest with regard to the Client.

Madiasoft undertakes to notify the Customer without delay of any conflict of interest relating to the commercial relationship between the Parties to which it may be subject. If the Customer considers that the conflict of interest declared by Madiasoft is incompatible with the continuation of the Contract, it may terminate the Contract automatically, without notice and without compensation.

17.3. Combating influence peddling

Madiasoft and its agents are not affiliated with, nor should they interact with, any Public Official, government, or governmental entity in connection with 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, organization, regulator, or any of their agencies or bodies;
• a government department or public authority (including, in particular, customs or tax authorities, embassies and any organization issuing permits);
• a local or regional utility ;
• a government-owned or controlled company (including, in particular, government-owned or controlled companies, public hospitals, universities, sovereign wealth funds or any other government-sponsored entity);
• a political party; or
• an international court or an international public organization (e.g., the United Nations).

Article 18. Warranty against counterfeiting

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

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

In the event that none of these measures are reasonably feasible, Madiasoft may unilaterally decide to terminate the Contract and reimburse the Customer for the fees paid over the last twelve (12) months of use of the Service. The provisions of this article define the entirety of Madiasoft's obligations with regard to patent and copyright infringement resulting from the use of the Software Package.

Article 19. Responsibilities of Madiasoft

Madiasoft cannot be held liable in the event of non-performance or poor performance due to the actions of the Customer, a third party, or a case of force majeure. It cannot be held liable for any damage resulting from this delay. The Customer agrees that Madiasoft shall not be liable for any loss of profits, commercial disruption, or third-party claims.

The Customer agrees that the purpose of this Agreement is not to establish full and complete liability for loss, damage, or harm resulting directly or indirectly from the use of the system and Services, which have been specifically designed to prevent such loss, damage, or harm. In any event, in the event that Madiasoft is found to be liable for loss, damage, or harm under this Agreement, the Customer agrees that, regardless of the basis of its claim and the procedure followed to enforce it, Madiasoft's potential liability for the performance of its obligations under this Agreement shall be limited to an amount not exceeding the amount of the Customer'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 injury, regardless of the cause or origin, directly or indirectly to persons or property in the performance or non-performance of obligations, through negligence or otherwise, by Madiasoft, its agents, or its employees.

The purpose of the above provisions is to establish the maximum amount recoverable by the Customer and to determine Madiasoft's liability, i.e., the amount of the annual subscription fee. If the Customer wishes to have more extensive coverage, they may be offered specific insurance coverage, the cost of which would be separate from the cost of this Agreement.

It is understood that by entering into this Agreement, the Customer waives the right to invoke any advice or advertising provided by Madiasoft. The Customer agrees that any representation, promise, condition, inducement, or warranty, whether express or implied, including any warranty of merchantability or fitness for a particular purpose, not mentioned in writing in this Agreement shall not be binding on either party.

For all requests sent by email, Madiasoft reserves the right to contact the Customer and ask them to confirm the request by registered letter with acknowledgment of receipt.

Article 20. Customer Liability

The Customer guarantees that it has all the 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 such information and data available to the public, even if restricted to the Internet. In particular, the Customer is solely responsible for any damage suffered or incurred by Madiasoft as a result of the presence of illegal data on the Customer's pages, such as defamatory or racist comments.

In the event of a breach of the provisions of the law of June 21, 2004 ("LCEN") found by a judicial authority within the meaning of that 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 such content or prevent access to it. It shall inform the Customer thereof.

In the event of an amicable complaint or formal notice from a third party addressed to Madiasoft claiming that the content is illegal or causes them harm, Madiasoft will inform the Customer without delay.

If the Customer or Madiasoft fails to remove the disputed Content—due to the Customer's refusal or silence—the Customer shall indemnify Madiasoft against any recourse and damages to which Madiasoft may be exposed as a result of this claim.

However, notwithstanding the foregoing, Madiasoft may take any necessary measures to remove access to the disputed content or make it impossible to access, if the content appears to be clearly illegal, and will inform the Customer accordingly. In the latter case, Madiasoft will inform the Customer as soon as possible.

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

Article 21. Client Audit

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

Upon receipt of the Client's request, Madiasoft will send an acknowledgment of receipt. The burden of proof for Madiasoft's receipt of the audit request lies with the Client.

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

• The Customer 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 provide the Client with a response specifying the scope and conditions for conducting the on-site audit. As the security of Madiasoft's information system and data centers is based on restricted access, the scope of an on-site audit will be limited to Madiasoft's processes enabling it to operate the Service as a processor of the personal data entrusted to Madiasoft by the Customer. The duration of the audit shall not exceed two (2) working days, which will be invoiced by Madiasoft to the Customer according to the rates in force at the time of the audit.
• This audit may be carried out by the Client's internal auditors or may be entrusted to any third party chosen by the Client, provided that said third party is not a competitor of Madiasoft.
• Auditors must sign a formal non-disclosure agreement covering all information gathered at Madiasoft, regardless of how it was obtained. The confidentiality agreement must be signed by the auditors prior to the audit and communicated to Madiasoft.
• As part of the audit, Madiasoft will provide access to its premises and, in general, to the documents and persons 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 Agreement on behalf of the Customer warrants that they 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 packages are designed to allow its Customers to use its Services normally without having to worry about the number of users or constant changes in rates. To guarantee this convenience, Madiasoft reserves the right to classify as abusive any use of the Service where the cost of the necessary resources (CPU, RAM, storage, etc.) exceeds eighty percent (80%) of the pre-tax sales price invoiced to the Customer for more than two (2) consecutive months.

In the event of misuse of its Services in relation to the package subscribed to by the Customer, the latter will be contacted by Madiasoft's sales department, which will offer to upgrade them to a more suitable package. The Customer will of course be free to refuse, in which case their access to the Service will be suspended in accordance with the terms of the article "Termination of the Contract."

Article 24. Password, encryption key, and security

In the event that the Customer subscribes to an encrypted remote backup service for computer data:

24.1. Data backup

The Customer authorizes Madiasoft to install backup software on their computers. The Customer'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 Customer holds and is responsible for. It is the Customer's full and entire responsibility to keep the encryption key that was defined during the initial setup. Madiasoft does not keep Customers' 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 contents of the Customer's files be accessible to anyone without the Customer's express authorization.

24.2. Data restoration

Restoration of computer data as part of an encrypted remote backup service: Madiasoft undertakes to restore the files stored on its servers in the state in which the Customer sent them, provided, of course, that they were included in the list of files to be backed up. The Customer acknowledges that they may at any time recover all or part of their computer data independently via the Internet using the backup software provided by Madiasoft. Madiasoft may perform the aforementioned restores using any physical medium of its choice against invoicing, which the Customer expressly accepts. Upon acceptance of a quote by the Customer, Madiasoft will arrange for a technician to assist in restoring the files to the Customer's computer.

Article 25. Confidentiality

The parties shall refrain from communicating to anyone, directly or indirectly, all or part of any information of any kind (commercial, industrial, technical, financial, personal, etc.) relating to the other party that has been communicated to them or that they may have become aware of during the performance of this Agreement. This obligation shall not apply if the disclosure of information to a third party is necessary for the performance of this Agreement, provided, however, that Madiasoft guarantees that the third party will comply with this confidentiality obligation. The confidentiality obligation shall not apply to information that is in the public domain at the date of disclosure.

The following information is not confidential:

• those which, in the absence of fault, are in the public domain;
• those which were in the possession of the receiving party prior to their communication, without having received them from the other party;
• those communicated to the parties by third parties, without any confidentiality requirements; and
• those that each party develops independently.

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

Article 26. Advertising

Madiasoft may use the Customer's name to promote its software packages. The Customer therefore agrees that Madiasoft may refer to the Customer's name, company name, logo, or registered trademark in any media, including all Madiasoft and partner websites, worldwide. In addition, the Customer may be asked to provide a testimonial about their experience with Madiasoft.

However, the Customer may inform Madiasoft in writing at any time of their refusal and/or request the removal of the aforementioned reference, if applicable.

Article 27. Entire Agreement, Partial Invalidity

These clauses, articles, and specified appendices represent the entirety of the Terms and Conditions and the Contract. Any representation, promise, condition, incentive, or guarantee, whether explicit or implicit, verbal or written, that is not mentioned in writing in these Terms and Conditions shall in no case give rise to new obligations under these Terms and Conditions. The terms and conditions mentioned herein apply as they stand, without modification, except as noted below. If any provision of these Terms and Conditions is declared invalid under any rule of law or final court decision, it shall be deemed unwritten. However, the other provisions herein shall remain in full force and effect, and these Terms and Conditions shall remain in force.

The fact that one of the parties does not invoke a breach by the other party of any of its obligations hereunder shall not be construed as a waiver of such obligation for the future.

Article 28. Language of the Contract and Applicable Law

By express agreement between the parties, these General Terms and Conditions and the transactions 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 deemed authentic in the event of a dispute.

Article 29. Force majeure

Neither party shall be held liable for any 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 within the meaning of Article 1218 of the Civil Code. It is expressly agreed between the Parties that force majeure expressly concerns any event beyond their control, which could not reasonably have been foreseen at the time of conclusion of the Contract and whose effects cannot be avoided by measures in accordance with the state of the art.

In the event of such a force majeure event, the performance of this Agreement shall be suspended until the force majeure event has disappeared, ceased, or ended. However, if the force majeure event persists beyond a period of thirty (30) days, the parties shall meet to discuss a possible amendment to the Agreement.

The deadlines set forth in this Agreement shall be automatically extended in accordance with the duration of the force majeure event.

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

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

Article 30. Personal data

30.1. Definitions

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

• Data controller: a natural or legal person, public authority, agency, or other body that, 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 designation may be provided for by Union or Member State law.
• Subcontractor: natural or legal person, public authority, agency, or other body that processes Personal Data on behalf of the controller.
• Applicable regulations: all European Union directives and regulations in force 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 April 27, 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.
• Customer's personal data: data, information, or documents provided, entered, or transmitted by the Customer or on its behalf in the Services, which may include data relating to its 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, organization, 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 "process/processes" shall be interpreted accordingly.
• Supervisory authority: an independent public authority established by a Member State that is responsible for the processing of personal data.

30.2. Processing of Personal Data

30.2.1. Madiasoft as a Subprocessor of the Customer's Personal Data

The Parties acknowledge and agree that the Client is the Data Controller for the Personal Data collected and processed in connection with the performance of the Agreement and that it alone shall bear full responsibility for ensuring that such Processing complies with the applicable Regulations.

In the context of the performance of the said Contract, Madiasoft, in its capacity as Subcontractor, undertakes to process Personal Data on behalf of the Data Controller under the conditions set out below:

The Customer warrants and represents :

• comply with applicable Regulations and ensure that its instructions to Madiasoft for the Processing of Personal Data comply with them;
• be authorized, in accordance with the applicable Regulations, to communicate to Madiasoft the Personal Data of the Persons Concerned by said Processing;
• obtain, where applicable, the consent of the Data Subjects concerned by said Processing, in compliance with the applicable Regulations, in order to:
  • to communicate said Personal Data of the Customer to Madiasoft;
  • to allow Madiasoft to process the Customer's Personal Data for the purposes of performing these Terms and Conditions; and
  • that Madiasoft may disclose such Personal Data (i) to its service providers and affiliated companies; (ii) to any public authority, where applicable; (iii) to any third party in connection with the performance of a legal or regulatory obligation incumbent on Madiasoft; and (iv) to any other person entitled to request the disclosure of the information, including where the recipients of the Personal Data are located outside the European Economic Area.

Madiasoft guarantees and declares that when acting as a Subcontractor, it does not process the Customer's Personal Data:

• to the extent necessary for the performance of the Terms and Conditions and/or;
• following the Client's written instructions.

30.2.2. Madiasoft as the Controller of the Customer's Personal Data

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

30.2.3. Analysis of Personal Data

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

• to send the Customer advertising or marketing messages (including messages integrated into the product or banner message windows) or information that may be useful to the Customer, depending on their use of Madiasoft Services and products;
• to conduct research and development in order to improve the Services, products, and applications of Madiasoft and/or its Affiliates;
• develop and provide existing and new services and features (including statistical analyses, comparative analyses, or forecasting services); 
• to offer the Customer location-based services (e.g., location-related content) for which Madiasoft collects geolocation data in order to provide the Customer with a relevant experience;

It is understood that Madiasoft ensures that this collected information is processed in a pseudonymized manner and is only displayed in aggregate form and not in connection with the Customer or any other Data Subject.

The Customer may at any time request Madiasoft to cease using the Customer'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 Customer

Madiasoft is committed to:

• assist the Client, to the extent possible, through appropriate technical and organizational measures, in fulfilling its obligation to respond to individual requests to exercise the rights of Data Subjects;
• assist the Client, to the extent possible and based on the information available to Madiasoft, in order to enable the Client to comply with its obligations relating to:
  • notifications to supervisory authorities;
  • after prior consultation with these Authorities;
  • to notify the individuals concerned of any breach; and
  • privacy impact assessments.

30.4. Madiasoft's obligations regarding its personnel

Madiasoft is committed to:

• take all reasonable measures to ensure that any employee with access to Personal Data complies with their obligations under this Agreement;
• ensure that access to Personal Data is strictly limited to employees who need access for the sole purpose of performing the Terms and Conditions; 
• ensure that employees authorized to process Personal Data have committed to respecting its confidentiality, or are bound by an appropriate legal obligation of confidentiality. If required by applicable regulations, Madiasoft will appoint a data protection officer and make information about this appointment available.

30.5. Security and auditing

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 processing of personal data, in order to protect personal data against unauthorized or unlawful processing, as well as loss, alteration, or accidental disclosure to third parties.

Subject to any existing confidentiality obligations towards third parties, Madiasoft undertakes to provide the Customer with all information reasonably necessary to enable it to demonstrate compliance with its own obligations hereunder. In this regard, Madiasoft may, in particular, provide the Customer with any security audit report prepared by it or any independent auditor. Failing this, or at the Customer's request, Madiasoft undertakes to allow independent audits to be carried out, including inspections by a third-party auditor with the necessary qualifications, appointed by the Customer and approved by Madiasoft, at the Customer's expense.

30.6. Data Breach

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

30.7. Return and destruction

At the end of the Terms and Conditions and at the Customer's request, Madiasoft will delete or return all Personal Data concerning the Customer and destroy all existing copies of such Data, unless Madiasoft is legally required to retain it or has another legitimate business reason for doing so.

30.8. Use of Subcontractors

Madiasoft may not use a subsequent subcontractor to perform Processing on behalf of the Client without its prior written authorization. If the use of a subcontractor is accepted by the Client, Madiasoft will ensure that the obligations under this Agreement are passed on to said subsequent subcontractor.

Article 31. Amicable settlement of disputes and competent court

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

In the absence of an amicable agreement between the two (2) parties, the only court recognized and whose jurisdiction is accepted by them is the Paris Commercial Court, notwithstanding multiple defendants or the introduction of third parties, even for emergency or protective proceedings, in summary proceedings or by petition.

Article 32. Miscellaneous

None of the provisions of the Terms and Conditions shall be construed as creating, between the Customer and Madiasoft, a mandate, a joint entity, an agent or employee-employer relationship, each party acting independently.