Last updated 18 February 2026

General Terms of Sale

CONTENTS

ARTICLE 1 – DEFINITIONS ARTICLE 2 – DURATION,SCOPE OF APPLICATION AND CONTENT OF THESE TERMS ARTICLE 3 – PRE-CONTRACTUALINFORMATION ARTICLE 4 – PURPOSEOF THE CONTRACT ARTICLE 5 – DESCRIPTIONOF THE SOLUTION – ACCESS TO THE SOLUTION ARTICLE 6 – SUBSCRIBINGTO THE SOLUTION ARTICLE 7 – SECURITY ARTICLE 8 – SUPPORT ARTICLE 9 - PAYMENTTERMS & PENALTIES FOR NON-PAYMENT ARTICLE 10 – REVISION OF THE SUBSCRIPTION PRICE ARTICLE 11 – PERSONAL DATA ARTICLE 12 – MISCELLANEOUS ARTICLE 13 – DISPUTES, GOVERNING LAW AND LANGUAGE OF THE CONTRACT APPENDIX I –DATA PROCESSING AGREEMENT

ARTICLE 1 – DEFINITIONS

1.1. For the interpretation of these General Terms, the following words and notions, introduced by a capital letter, shall have the meanings set out in the table below:

“Purchase Order”

Means the document issued by MONARCK, in electronic form, specifying the terms of subscription to the Solution, in particular the nature of the services or features subscribed to, the term of the subscription, and the applicable pricing conditions.

“General Terms”

Means the general terms governing the contractual relationship between MONARCK and the Client, in connection with all products, services and solutions offered by MONARCK.

“Special Conditions”

Means these special conditions applicable to the Client's subscription to the software Solution developed by MONARCK. The Special Conditions specify, supplement and, where applicable, derogate from the General Terms, solely for the purposes of the subscription taken out.
In the event of any contradiction, the provisions of the Special Conditions shall prevail over those of the General Terms.

“Contract”

Means the contract under which the Client benefits from the Solution, underpinned in particular by the General Terms and the Special Conditions, the details of which are specified in the purchase order issued by MONARCK.

“Client”

Means any professional natural or legal person who has subscribed to the Solution.

“Data”

Means the information processed within the Solution by the Client (whether personal or not).

“Personal Data”

Means any information relating to an identified or identifiable natural person within the meaning of Art. 4 of 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 of the European Union, and of the Data Protection Act of Mauritius.

“DPO”

Means the data protection officer, i.e. the person appointed by an organisation to ensure that the processing operations put in place comply with the legislative and regulatory provisions on data protection.

“Credentials”

Means the login credentials to the Solution provided to the Client's users by MONARCK.

“MONARCK”

Means the company MONARCK NEO Ltd, described in Article 3 hereof, publisher of the KOVALLI software solution.

“Party(ies)”

Means the parties to the Contract, namely the Client and/or MONARCK.

“Data Controller”

Means the natural or legal person, public authority, agency or any other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data.

“GDPR”

Means 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, and repealing Directive 95/46/EC.

“Solution”

Means the KOVALLI software solution offered in the form of SaaS, or “Software as a Service”, by MONARCK, which is the subject of the Contract.

“Processor”

Means the natural or legal person, public authority, agency or other body which processes personal data on behalf of the Data Controller in accordance with Art. 4 of the GDPR.

“Sub-processor”

Means the natural or legal person, public authority, agency or other body which processes personal data on behalf of the Processor of the Data Controller in accordance with Art. 4 of the GDPR.

“Users”

Means the natural persons designated by the Client to access the Solution.

“Personal Data Breach”

Means any accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of personal data transmitted, stored or otherwise processed, and/or unauthorised access to such data.

1.2. It is further specified that:

Any reference to the masculine includes the feminine;
The singular includes the plural (and vice versa);
Any reference to a particular piece of legislation or regulation relates to that specific legislation or regulation, as in force on the date hereof, as well as to any implementing regulation adopted under it or for its application, and to any subsequent legislation or regulation replacing it in the future by recodification or replacement by the competent authority; and
"written" refers to any method of representing or reproducing words in a legible form of which evidence can be produced (whether handwritten, typed or electronic).

ARTICLE 2 – DURATION, SCOPE OF APPLICATION AND CONTENT OF THESE TERMS

2.1. Duration of these Terms

These Special Conditions take effect from the date the Client subscribes to the Solution and remain in force, unless otherwise stipulated herein, for as long as the Client benefits from the Solution.
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The provisions of these Special Conditions shall always and naturally remain applicable to a Contract that has come to term.

2.2. Unreserved acceptance of the Special Conditions

Any subscription to the Solution implies the Client's unreserved acceptance of, and full and complete adherence to, these Special Conditions, as well as the General Terms, which shall prevail over any other document or writing of the Client.

2.3. Special conditions

MONARCK reserves the right to derogate from certain clauses of these Special Conditions by establishing special conditions together with the Client.

2.4. No contractual value of any other documents

Any document other than these General Terms or the Special Conditions, in particular catalogues, brochures, advertisements, notices, or marketing materials, issued by MONARCK, shall have only informative and indicative value, and not contractual value.

2.5. Provision of the Special Conditions on request

The Special Conditions are provided to any professional partner who requests them by any means constituting a durable medium.

2.6. Amendment of the Special Conditions

MONARCK reserves the right to amend these Special Conditions at any time, without notice or compensation. The Special Conditions enforceable against the Client are those in force on the date of subscription to the Solution, as they were previously communicated to the Client and accepted by the Client at the time the Contract was concluded, and as subsequently amended by MONARCK subject to the Client's agreement.

ARTICLE 3 – PRE-CONTRACTUAL INFORMATION

MONARCK (MONARCK NEO Ltd) is a private company limited by shares, incorporated under Mauritian law.

ARTICLE 4 – PURPOSE OF THE CONTRACT

4.1. The Solution marketed by MONARCK is intended for We draw your attention to thisdescription. Please get back to us if there is an error.

4.2. We draw your attention to this statement. Please get back to us if there is an error.

4.3. The purpose of these Special Conditions is, on the one hand, to inform any prospective Client of the terms and conditions under which MONARCK markets the Solution, and, on the other hand, to define, frame, allocate and limit the respective rights and obligations of MONARCK and its Clients within the context of their contractual relations.

ARTICLE 5 – DESCRIPTION OF THE SOLUTION – ACCESS TO THE SOLUTION

5.1. The Solution is in principle accessible continuously, twenty-four hours a day and without interruption, seven days a week, subject to the provisions of the General Terms and these Special Conditions.

5.2. In the event of unavailability due to circumstances beyond MONARCK's control, including but not limited to cases of force majeure, or failures or delays on the part of internet access providers or due to Clients' computer equipment, this shall not constitute any breach of the Contract, in particular any contractual non-performance.

5.3. MONARCK reserves the right to carry out any maintenance on the Solution, at any time, without notice and at its absolute discretion, with a possible temporary interruption of access to the solution if necessary, and this shall not constitute any breach of the Contract, in particular any contractual non-performance.

5.4. Generally, no temporary interruption of access to the solution shall constitute any breach of the Contract, in particular any contractual non-performance.

5.5. MONARCK reserves the right to add, modify, interrupt, remove or adjust any feature or parameter of the Solution, at any time, without notice and at its absolute discretion, and this shall not constitute any breach of the Contract, in particular any contractual non-performance. Insofar as such a change would be cumulatively negative and significant, the Client shall nevertheless be notified in advance by any means.

5.6. MONARCK draws the Client's attention to the importance of the choice of products offered by its operator, and in particular, where applicable, a backup option enabling the activation of a parallel line in the event of network interruption. MONARCK cannot, under any circumstances, be held liable for disruptions or interruptions of access to the Solution due to disruptions or interruptions of the internet connection service.

5.7. The Solution is accessible from the Client's fixed and portable computer devices, by means of the Credentials created by the Client. This method of accessing the Solution is intended to preserve the integrity, availability and confidentiality of the Solution, and of the Data entered by the Client into the Solution.

5.8. The Credentials are created by the Client itself, when subscribing to the Solution. The Credentials consist of a username and a password and are strictly personal and confidential.

5.9. MONARCK does not retain the Client's Credentials, which therefore remain the Client's full responsibility.

5.10. The Client shall ensure that access to the Solution is limited exclusively to Users and undertakes to keep the Credentials confidential, and shall refrain from disclosing them in any form whatsoever.

5.11. The Client shall immediately inform MONARCK of any unauthorised access to the Solution carried out by means of its Credentials of which it becomes aware.

5.12. The Client is solely liable for any damage resulting from fraudulent access to and/or fraudulent continued presence within the Solution using its Credentials, including any alteration or deletion of the Data.

ARTICLE 6 – SUBSCRIBING TO THE SOLUTION

6.1. Subscribing to the Solution grants the Client a non-exclusive, non-assignable and non-transferable right to access and use the Solution for the entire duration of the subscription, without any geographical limitation.

6.2. The various subscription plans for the Solution are detailed on MONARCK's website.

6.3. Subscription is done online via the dedicated platform accessible from MONARCK's website, or by any other means made available by MONARCK.

6.4. Subscriptions are taken out for an unlimited period and may be cancelled at any time via the dedicated platform accessible on MONARCK's website, or by any other means made available by MONARCK, under the conditions stipulated in the Purchase Order where applicable.

6.5. Non-payment of the service when due shall result in the immediate suspension, without notice, of the Client's access to the Solution until payment is regularised.

ARTICLE 7 – SECURITY

7.1. The Client is informed that it must implement an appropriate information systems security policy and that it is responsible for training its staff in accepted information systems security practices.

7.2. In the event of a security alert suggesting hacking, fraudulent access or any breach of the Solution's information system, MONARCK may immediately suspend, without notice, all or part of the access to the Solution, provided that it communicates to the Client the precise causes and details of such security alert within a maximum period of 48 (FORTY-EIGHT) hours.

7.3. Such interruption shall not give rise to any compensation for the benefit of the Client, and shall not constitute any breach of this Contract, in particular in respect of any contractual non-performance.

ARTICLE 8 – SUPPORT

8.1. MONARCK offers a remote support service to address any difficulties encountered by the Client when using the Solution.

8.2. MONARCK undertakes, as far as possible, to diagnose any anomalies encountered and to resolve them as quickly as possible.

8.3. Support is excluded in the following cases, this list not being exhaustive:

Use of the Solution not in accordance with the Contract,
Failure by the Client to fulfil its obligations,
The Client's refusal to cooperate with MONARCK to correct the difficulties encountered,
Deterioration due to a case of force majeure.

ARTICLE 9 - PAYMENT TERMS & PENALTIES FOR NON-PAYMENT

9.1. Please be sure to provide this informationin your Purchase Orders / subscription forms.

9.2. We have provided for SEPA direct debit,as you wish. We also recommend that you make the firstpayment by card, for convenience (while the SEPA directdebit is being set up).

9.3. The Client guarantees to MONARCK the validity of the banking information provided and undertakes to maintain a sufficient balance in its account to enable the direct debit to be carried out on the agreed date. In the event of a rejected direct debit, any fees charged by the banking institution shall remain payable by the Client, without prejudice to MONARCK's right to suspend access to the Solution or terminate the Contract under the conditions provided for herein.

9.4. Payments received by MONARCK are non-refundable and no refund or credit note shall be granted in the event of partial use of the Solution by the Client.

9.5. Any invoice including tax not paid when due shall, from the following day, give rise to the application of penalties set at 5 (FIVE) times the legal interest rate in force in Mauritius. These penalties shall be payable automatically, without any reminder or prior formal notice being required, and shall be automatically debited from the defaulting Client's account.

9.6. Furthermore, any late payment shall automatically, and without prior notice, give rise to the payment of a fixed indemnity for collection costs in the amount of 40 (FORTY) euros.

9.7. Where applicable, MONARCK reserves the right to claim additional compensation from the defaulting party, upon presentation of supporting documents, if the collection costs actually incurred exceed the amount of the fixed indemnity (e.g. lawyers' fees, bailiffs' fees, etc.).

9.8. MONARCK reserves the right to automatically suspend performance of the Contract, and thus access to the Solution, from the first payment default on any due date.

9.9. Suspension of the Client's access to the Solution does not stop invoicing.

ARTICLE 10 – REVISION OF THE SUBSCRIPTION PRICE

10.1. The price of the subscription to the Solution may be revised at any time, at MONARCK's full and entire discretion.

10.2. Any price change shall be notified to the Client, in writing, at least 2 (TWO) months before the new rate takes effect.

ARTICLE 11 – PERSONAL DATA

Pursuant to Regulation (EU) 2016/679 on data protection, which came into force on 25 May 2018, the French Data Protection Act (Loi Informatique et Libertés) of 6 January 1978 as amended, and the Mauritian Data Protection Act, which came into force on 15 January 2018, the Client is informed of the following:

11.1 Processing of Personal Data of contact persons for the management of the contractual relationship

MONARCK processes, as Data Controller, the Personal Data of the natural persons designated by the Client as representatives or contacts, in particular to ensure communication, negotiation, management and monitoring of the performance of the said Contract (hereinafter the “Contact Persons”).

11.1.1 MONARCK collects the Personal Data of Contact Persons for the following purposes: processing pre-contractual information requests, managing subscriptions, sending invoices to the Client, ensuring access to the Solution and responding to any information request from the Client.

The collection of this Personal Data is mandatory and is a condition of the Client's access to the Solution. Without the collection of this data, it is not possible to subscribe to the Solution.

11.1.2. The collection of Personal Data is based on the performance of the Contract and/or the performance of pre-contractual measures taken at the Client's request, in accordance with Art. 6.1 b) of the GDPR and article 28.1. b) i) of the Data Protection Act.

11.1.3. Personal Data may be disclosed to MONARCK's potential partners responsible for the performance, processing, and management of order payments, in order to ensure the proper performance of the Contract.

11.1.4. The Personal Data of Contact Persons is retained in active storage for the entire duration of the Contract and, at the end of the Contract, until the expiry of the period for requesting the reversibility of the Data.

It may then be kept in intermediate archiving for up to 10 (TEN) years in order to comply with any legal or accounting obligation, and up to 5 (FIVE) years for requests to exercise rights, and/or for the purposes of establishing, exercising or defending legal claims.

11.1.5. Contact Persons have a right to information, access, modification, rectification and erasure, and to restriction of processing. These rights may be exercised with MONARCK's DPO at the following address: To be completed with yourDPO's contact details.

Contact Persons also have the right to lodge a complaint with the Commission nationale de l'informatique et des libertés, or “CNIL”, or with the Data Protection Office, or “DPO”.

11.2. Processing of Data carried out by MONARCK on behalf of the Client

12.2.1. The Client is solely the Data Controller for the processing of Data carried out within the Solution, MONARCK acting as Processor.

11.2.2. MONARCK does not have access to the Data processed by the Client within the Solution.

11.2.3. The Data processing carried out by MONARCK on behalf of the Client is governed by the European Commission's Standard Contractual Clauses applicable to transfers of data outside the EU, set out in Appendix I hereto.

11.2.4. As a reminder, in accordance with recital (9) of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries, the inclusion of these clauses, in the contract binding a Data Controller located within the European Union and a Processor established in a third country, satisfies the requirements of article 28, paragraphs 3 and 4, of the GDPR and thus constitutes a data processing agreement within the meaning of that text.

11.2.5. The Client undertakes to process the data of the data subjects concerned by the processing it carries out within the Solution, in accordance with the provisions of Art. 6 of the GDPR, and to obtain the consent of the data subjects concerned where applicable.

11.2.6.As a reminder, MONARCK, in its capacity as Processor, cannot under any circumstances be held liable for the nature or content of the Data processed by the Client within the Solution.

ARTICLE 12 – MISCELLANEOUS

12.1. The fact that MONARCK does not, at a given point in time, rely on any one of the clauses of these Special Conditions shall not be construed as a waiver of its right to rely on it thereafter.

12.2. If one or more provisions of these Special Conditions are held to be invalid or declared as such pursuant to a law, a regulation or a final decision of a competent court, the other provisions shall remain fully in force and effect. The parties shall then meet in order to negotiate, as quickly as possible and in good faith, a provision as similar as possible to the one that is no longer or not valid.

ARTICLE 13 – DISPUTES, GOVERNING LAW AND LANGUAGE OF THE CONTRACT

13.1. These Special Conditions and the Contract they underpin are exclusively governed by and subject to Mauritian law.

13.2. In the event of any dispute, contestation, claim or disagreement of any kind whatsoever that may arise between the Parties, in particular concerning the formation, validity, interpretation, performance, non-performance or termination, for whatever reason, of this Contract, the Parties undertake to attempt to resolve their disagreement amicably, prior to bringing the matter before any court.

13.3. Only in the absence of an amicable resolution within a period of 30 (THIRTY) days from receipt by one of the Parties of a registered letter with acknowledgement of receipt setting out the subject matter of the dispute and expressing the intention to reach an amicable solution, which has remained unanswered, may the dispute be submitted to the exclusive jurisdiction of the Mauritian courts.

13.4. These General Terms, the Special Conditions and the Contract as a whole are drafted in the French language (as used in mainland France), the only valid language for their interpretation.