Terms and Conditions: Read, Relax, Enjoy!

Preamble

These General Terms of Sale constitute, in accordance with Article L. 441-1 of the French Commercial Code, the foundation of the commercial relationship between the parties.

1. Scope of Application

The General Terms of Sale are intended to define the conditions under which the Publisher grants the Client ("the Clients or the Client"), on a non-exclusive and non-transferable basis, a licence allowing access to the Clear Discount software under the terms of the purchased subscription.

These terms are unquestionably applicable to all Services provided by 2MA TECH SOLUTIONS to Clients, without any limitation or exception, regardless of any provisions in the Client's own documents, including their own general purchasing conditions. In accordance with applicable regulations, these General Terms of Sale are systematically communicated to any Client who requests them, to allow them to subscribe with 2MA TECH SOLUTIONS.

The General Terms of Sale are communicated to each Client upon request prior to the conclusion of a single agreement referred to in Articles L. 441-3 et seq. of the French Commercial Code, within the legal timeframes. They are also made available on the Publisher's website. It is important to note that any subscription to the Software by the Client implies acceptance of these General Terms of Sale.

Subscription is made on the Shopify platform; validation of the subscription constitutes acceptance of these GTS, as well as the GTU and the Privacy Policy. The subscription begins after a 7-day free trial.

The Client may request modification of their subscription at any time. This modification may consist notably of a plan change, such as upgrading from the Lite Plan to the Advanced Plan, granting access to additional services, or vice versa. In the event of a downgrade to a lower plan or the free version, the Client undertakes to delete any content, file, or functionality exceeding the limits of the chosen plan, in order to strictly comply with its conditions.

In the event of cancellation of the subscription by the Client after signing up, within 7 days of the subscription date, for any reason other than force majeure, the amount collected by 2MA TECH SOLUTIONS will be prorated to the days owed, as defined in the 'Payment Terms – Payment Deadlines' article of these General Terms of Sale, and shall be automatically retained by the Service Provider with no right to a refund.

The subscription begins on the date of software activation and is entered into for a monthly period that renews tacitly. The client may cancel their subscription at any time and without notice. Any monthly period that has begun remains fully owed to the Service Provider and gives no right to a refund. The subscription renews tacitly for the same period unless terminated by either party under the conditions defined in articles 13, 14, and 15.

2. Price Determination

Services are provided at the rates in effect at 2MA TECH SOLUTIONS on the date of subscription, in accordance with the price indicated inclusive of all taxes.

3. Payment Terms

Payment is made on a recurring basis via Shopify according to their terms available on their website. In the event of non-payment, the subscription will be suspended after notification. The client will automatically revert to the free version of the software.

4. No Set-Off

Unless with express, prior, and written agreement from the Service Provider, and provided that the reciprocal claims and debts are certain, liquid, and due, no set-off may be validly made by the Client between any penalties for delay in the provision of the subscribed Services or non-compliance with the subscription, on one hand, and the amounts owed by the Client to the Service Provider for the purchase of said Services, on the other.

5. Service Delivery Terms

The Publisher undertakes to make the service available under the best possible conditions. However, scheduled maintenance may take place during the execution of the contract. Any technical incident must be reported via support to allow the team to resolve the issue as quickly as possible.

The Client remains free to cancel their subscription at any time. The cancellation takes effect on the date of notification and results in billing on a pro rata temporis basis for the days of access to the Service actually consumed up to that date.

In the context of its commercial, advertising, or promotional documentation, 2MA TECH SOLUTIONS may refer to the Client's name within the limits of its confidentiality obligation regarding the Client's information.

6. Service Provider Liability – Warranty

2MA TECH SOLUTIONS warrants, in accordance with legal provisions, the Client against any non-conformity of the Services and any latent defect arising from a design or delivery flaw in said Services, excluding any negligence or fault on the part of the Client.

The liability of 2MA TECH SOLUTIONS can only be engaged in the event of proven fault or negligence and is limited to direct damages, excluding any indirect damages of any nature whatsoever.

In order to assert their rights, the Client must, under penalty of forfeiture of any related action, inform the Service Provider in writing of the existence of the defects within a maximum of 5 days from their discovery.

2MA TECH SOLUTIONS shall rectify or have rectified, at its sole expense, according to appropriate terms agreed upon with the Client, the Services deemed defective.

In any case, should the Service Provider's liability be established, the Service Provider's guarantee shall be limited to the net amount paid by the Client for the provision of the Services.

7. Intellectual Property Rights

2MA TECH SOLUTIONS retains all intellectual property rights over the studies, models, prototypes, code, interfaces, etc., created (even at the Client's request) for the purpose of providing Services to the Client.

The Client therefore refrains from any reproduction or exploitation of said studies, drawings, models, prototypes, code, interfaces, etc., without the express, written, and prior authorisation of 2MA TECH SOLUTIONS.

10. Unforeseen Circumstances

Should unforeseen and exceptional circumstances arise, making the performance of this contract excessively difficult or economically unreasonable for either party, said party may request a revision of the contract terms in accordance with the provisions of Article 1195 of the Civil Code.

However, if the change in circumstances unforeseeable at the time of conclusion of the contract were definitive or persisted beyond 15 days, these terms would be purely and simply terminated in accordance with the terms defined in the 'Termination for Unforeseen Circumstances' article.

11. Non-Performance Exception

In accordance with Article 1219 of the Civil Code, each party to this contract reserves the right to suspend the performance of its obligations if the other party fails to fulfil theirs within the time and conditions set out in this Contract, unless the non-performance is sufficiently serious to justify termination of the Contract.

The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of breach sent to it for this purpose by the aggrieved Party. This notice must specify the nature of the breach and allow the defaulting Party a reasonable period to remedy it. The notice is served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of sending.

This non-performance exception may also be used preventively, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not meet its obligations at the due date and that the consequences of such non-performance are sufficiently serious for the aggrieved Party. This option is used at the risk and peril of the Party taking the initiative.

However, if the impediment were definitive or persisted beyond this point, these terms would be purely and simply terminated in accordance with the terms defined in the 'Termination for Breach of Obligations by a Party' article.

12. Force Majeure

The Parties agree that they cannot be held liable for non-performance or delay in the performance of any of their obligations under this Contract in the event of force majeure, within the meaning of Article 1218 of the Civil Code.

Force majeure events may include, without limitation, health crises, exceptional natural or climatic disasters, fires, epidemics, floods, social conflicts, network outages, and other events beyond the Parties' control.

The Party observing the event must without delay inform the other Party of its inability to perform its obligation and provide justification. The suspension of obligations may in no way be a cause of liability for non-performance of the obligation in question, nor result in the payment of damages or late penalties. Performance of the obligation is suspended for the entire duration of the force majeure if it is temporary.

Consequently, as soon as the cause of suspension of their mutual obligations ceases, the Parties shall make every effort to resume normal performance of their contractual obligations as quickly as possible. To this end, the impeded Party shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any extrajudicial act. If the impediment is definitive, these terms will be purely and simply terminated in accordance with the terms defined in the 'Termination for Force Majeure' article.

13. Contract Termination

In the event of a sufficiently serious breach of any of the obligations of the other Party, the aggrieved Party may notify the defaulting Party in writing of the wrongful termination of this agreement. This notification shall be made 5 days after receipt of an unsuccessful formal notice, in accordance with the provisions of Article 1224 of the Civil Code.

Automatic termination for force majeure may only occur 5 days after receipt of a formal notice served by registered letter with acknowledgement of receipt or any extrajudicial act.

In the event of failure by either party to comply with the following obligations: non-payment of the Service within the deadlines, cancellation of the Service without observing the deadlines referred to in the above articles of this contract, the contract may be terminated at the discretion of the aggrieved Party. It is expressly understood that this termination for breach of a party's obligations shall take effect automatically 5 days after receipt of a formal notice to perform, which has remained, in whole or in part, without effect.

Termination for the impossibility of performing an obligation that has become excessively onerous may only occur 5 days after receipt of a formal notice.

It is expressly agreed between the Parties that the debtor of a payment obligation under this agreement shall be validly put on notice by the mere enforceability of the obligation, in accordance with the provisions of Article 1344 of the Civil Code. In any event, the aggrieved Party may seek the award of damages in court.

14. Disputes

With a view to finding a joint solution to any dispute arising from the performance of this contract, the contracting parties agree to meet within 5 days of receipt of a registered letter with acknowledgement of receipt, notified by either of the two parties.

This amicable resolution procedure constitutes a mandatory prerequisite to any legal action between the Parties. Any legal action brought in violation of this clause shall be declared inadmissible.

However, if after a period of 15 days the Parties fail to reach an agreement on a compromise or solution, the dispute shall then be submitted to the jurisdictional competence designated below.

15. Jurisdiction

All disputes to which this contract and the agreements arising therefrom may give rise, concerning their validity, interpretation, performance, termination, consequences, and follow-up, shall be submitted to the Nanterre Court.

16. Language of the Contract – Applicable Law

These General Terms are intended to define the form of the General Terms and the operations arising therefrom; they are governed by French law.

They are written in French. Should they be translated into one or more languages, only the French text shall prevail in the event of a dispute.

17. Client Acceptance

These General Terms of Sale are expressly agreed to and accepted by the Client, who declares and acknowledges having full knowledge thereof, and thereby waives the right to rely on any contradictory document, and in particular their own general purchasing conditions, which shall be unenforceable against the Service Provider, even if the Service Provider was aware of them.