Last updated 18 February 2026

General Terms of Use

CONTENTS

ARTICLE 1 – DEFINITIONS ARTICLE 2 – TERM, SCOPE AND CONTENT OF THESE TERMS ARTICLE 3 – INFORMATION ARTICLE 4 – PURPOSE OF THE CONTRACT ARTICLE 5 – BINDING FORCE ARTICLE 6 – RESCISSION – TERMINATION ARTICLE 7 – REVERSIBILITY ARTICLE 8 – LIABILITY ARTICLE 9 – FORCE MAJEURE ARTICLE 10 – INSURANCE ARTICLE 11 – INTELLECTUAL PROPERTY – EXCLUSIVITY OF ACCESS TO THE SOLUTION ARTICLE 12 – REPRESENTATIONS ARTICLE 13 – PERSONAL DATA ARTICLE 14 – CONFIDENTIALITY ARTICLE 15 – MISCELLANEOUS ARTICLE 16 – DISPUTES, APPLICABLE LAW AND LANGUAGE OF THE CONTRACT

ARTICLE 1 – DEFINITIONS

1.1. For the purposes of interpreting these General Terms, the following words and expressions, denoted 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 duration of the subscription, and the applicable pricing terms.

“General Terms”

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

“Special Terms”

Means the special terms applicable to the Client’s subscription to one of the software Solutions developed by MONARCK. The Special Terms 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 Terms shall prevail over those of the General Terms.

“Contract”

Means the contract under which the Client benefits from a Solution, underpinned in particular by the General Terms and the Special Terms, 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 a Solution by the Client acting as data controller.

“Personal Data”

Means any information relating to an identified or identifiable natural person within the meaning of Art. 4 of Regulation (EU) 2016/679 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.

“Credentials”

Means the login credentials for the Solutions provided to the Client’s users by MONARCK.

“MONARCK”

Means the company MONARCK NEO Ltd, described in Article 3 hereof.

“Party/Parties”

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

“Solution”

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

“Users”

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

1.2. It is further specified that: provided that the following three conditions are met:

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 refers to that specific legislation or regulation, as in force on the date hereof, as well as to any implementing regulation adopted thereunder 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 that can be evidenced (whether in handwritten, typed or electronic form).1.2. It is further specified that: provided that the following three conditions are met:

ARTICLE 2 – TERM, SCOPE AND CONTENT OF THESE TERMS

2.1. Term of these Terms.

These General Terms take effect from the date on which the Client subscribes to a Solution and remain in force, unless otherwise stipulated herein, for as long as the latter benefits from the Solution.

The provisions of these General Terms shall always and naturally continue to apply to a Contract that has come to its term.

2.2. Unreserved acceptance of the General Terms.

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

2.3. Special conditions.

MONARCK reserves the right to depart from certain clauses of these General Terms by establishing special conditions together with the Client.

2.4. No contractual value of any other documents.

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

2.5. Provision of the General Terms on request.

The General Terms are provided to any professional Partner who requests them, by any means constituting a durable medium.

2.6. Amendment of the General Terms

MONARCK reserves the right to amend these General Terms at any time, without notice or compensation. The General Terms enforceable against the Client are those in force on the date of subscription to a Solution, as 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 – INFORMATION

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

ARTICLE 4 – PURPOSE OF THE CONTRACT

4.1. MONARCK develops and markets software solutions for professionals.

4.2.The purpose of these General Terms is, on the one hand, to inform any prospective Client of the terms and conditions under which MONARCK carries out its business activity and offers its services, 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 relationships.

ARTICLE 5 – BINDING FORCE

5.1. The Parties are bound from the Client’s electronic acceptance of the Purchase Order, whatever the form of the latter (online form, e-mail, etc.).

5.2. Following such acceptance, MONARCK shall send the Client, electronically, a copy of the countersigned Purchase Order, these General Terms and the Special Terms, which shall constitute a durable medium.

5.3.Generally, the Client accepts the use of electronic mail as a means of transmitting any information necessary or useful for the formation or performance of the contract.

ARTICLE 6 – RESCISSION – TERMINATION

6.1. In the event of a failure by either Party to perform its obligations (in particular any breach of these General Terms or the Special Terms), the Contract may be rescinded (résolution) automatically upon expiry of a period of 30 (THIRTY) days following receipt by the defaulting party of a formal notice that has remained without effect. On pain of nullity and unenforceability, the formal notice must be sent by registered letter with acknowledgement of receipt, in paper or electronic form (with guarantees at least equivalent to those of the registered letter known as “AR24” of La Poste française), and must state the failure(s) identified.

6.2. Where the Special Terms or the terms of subscription set out in the Purchase Order permit unilateral termination of the Contract before its term, such termination shall take place on the terms set out in the said Special Terms or Purchase Order, as applicable.

6.3. Whether in the case of rescission or termination, MONARCK shall not refund any payment received under the terminated Contract.

6.4. Once the rescission or termination takes effect, the Client shall no longer have access to the Solution and shall no longer benefit from the services offered.

6.5. The Client may request the reversibility of the Data under the conditions set out in Art. 7 hereof.

ARTICLE 7 – REVERSIBILITY

7.1. MONARCK undertakes, at the Client’s request, to return or destroy, free of charge and as soon as possible, the Data processed by the Client within one of the Solutions.

7.2. The request for reversibility must be made by registered letter with acknowledgement of receipt addressed to MONARCK, in paper or electronic form (with guarantees at least equivalent to those of the registered letter known as “AR24” of La Poste française). It may be sent at any time during the performance of the Contract and within a maximum period of 10 (TEN) days from the end of the contractual relationship.

7.3. MONARCK shall provide the Data to the Client in a readable, structured and commonly used format.

7.4. The Client undertakes to cooperate with MONARCK in order to facilitate the retrieval of the Data.

7.5. MONARCK does not retain any copies of the Data following their return. Accordingly, the Client is informed that, once reversibility has been carried out, the Client alone becomes responsible for the retention of the Data on its own IT systems, including the conditions necessary to ensure their evidential value.

ARTICLE 8 – LIABILITY

8.1. MONARCK undertakes to perform its obligations in accordance with industry practice, to the best of its ability, on a best-efforts basis. The Client acknowledges that the Solution is provided to it “as is”, without any warranty of any kind, and that MONARCK in no way guarantees uninterrupted, error-free access free of any interruption whatsoever.

8.2. MONARCK’s liability towards the Client may only be engaged for direct and foreseeable damages that may be attributed to it in the performance of the Contract.

8.3. Consequently, MONARCK may under no circumstances be held liable for any indirect loss suffered by the Client or third parties, including, without this list being exhaustive, any loss of profit, loss of opportunity, business loss, loss of turnover or profit, loss of clientele, inaccuracy or corruption of files or Data, or implementation of a replacement service, product or technology, connected with or caused by the performance of the Contract.

8.4. Under no circumstances may MONARCK’s liability be sought in the event of:

Fault, negligence, omission or failure of the Client constituting the sole cause of the damage;
Accidental loss or destruction of Data by the Client or a third party who accessed the Solution using the Credentials provided to the Client; or
Negligence or omission of a third party, other than MONARCK’s subsequent subcontractors, over whom MONARCK has no power of control or supervision.

8.5. Should MONARCK’s liability nevertheless be engaged, it shall not exceed the amount of the sums actually paid by the Client under the current subscription, capped at the equivalent of one year’s subscription.

8.6. In all cases, MONARCK may not be held liable with regard to the nature and content of the Data processed by the Client within the Solution.

8.7. The Client acknowledges having received from MONARCK all the information necessary to enable it to assess the suitability of the Solutions to its needs. Accordingly, the Client is solely responsible in the event of the unsuitability of a Solution to its needs.

8.8. The Client remains solely responsible and undertakes to provide for a backup (or copy) of the Data on one or more media (in particular on a periodic basis), in order to prevent any loss or permanent destruction.

8.9. The Client is solely responsible for the relationships it may have with any third party, and accordingly indemnifies MONARCK against any complaint, claim, action or demand from a third party arising from any breach of the Contract, irregular use or misuse of the Solution, or breach of a law, regulation, or the rights of a third party. Accordingly, the Client undertakes to reimburse MONARCK in full for any amount that may be claimed against it on this basis.

ARTICLE 9 – FORCE MAJEURE

9.1. Neither Party may be held liable for any delay or failure in the performance of any of its obligations hereunder, if such delay or failure is due to the occurrence of a force majeure event.

9.2. Notwithstanding the cases of force majeure recognised by case law, the Parties agree that force majeure includes, without this list being exhaustive and without any need to establish their unforeseeability: wars, acts of terrorism, embargoes, riots, strikes, pandemics and epidemics (including Covid-19, Chikungunya, Zika, Ebola, Dengue, as well as their variants and developments), exceptional weather events and natural disasters (including cyclones and heavy rainfall warnings issued by the authorities), as well as any interruption or reduction in telecommunications network or electricity network service.

9.3. The Party prevented by a force majeure event must notify the other Party, by any means and as soon as possible, of its inability to perform, as well as of the cessation of the impediment, where applicable.

9.4. If the impediment persists beyond 1 (ONE) month, the Contract may be terminated automatically at the initiative of the more diligent Party by registered letter with acknowledgement of receipt, in paper or electronic form (with guarantees at least equivalent to those of the registered letter known as “AR24” of La Poste française).

ARTICLE 10 – INSURANCE

10.1. The Client represents that it takes out the necessary insurance to cover the risks associated with the conduct of its business.

ARTICLE 11 – INTELLECTUAL PROPERTY – EXCLUSIVITY OF ACCESS TO THE SOLUTION

11.1. MONARCK represents that it is the full owner of the Solutions it markets and that it, its agents or service providers, holds all the intellectual property rights relating thereto.

11.2. The Client acknowledges that the provision of a Solution under the conditions set out herein does not in any way constitute an assignment of intellectual property in its favour, in particular having regard to the provisions of articles L. 122-1, L. 122-6 and L. 122-7 of the French Intellectual Property Code.

11.3. The Client is under no circumstances authorised to permit or facilitate access by a third party to the Solutions. The access to the Solution granted to the Client is exclusive and non-transferable.

11.4. The Client undertakes to use the Solutions in accordance with these terms and to refrain from any reproduction, adaptation, modification, representation, marketing, translation, arrangement, distribution or decompilation of the Solution, this list not being exhaustive and being generally intended to protect MONARCK’s copyright (economic rights and moral rights).

11.5. The Client undertakes not to infringe MONARCK’s rights in the Solutions, in any manner whatsoever, and not to carry out any act likely to result in the infringement of all or part of the Solution and/or the elements of which it is composed.

11.6. The Client is informed that any use of the Solutions not in accordance with these terms exposes it to legal proceedings.

ARTICLE 12 – REPRESENTATIONS

12.1. The Client represents that it has taken due note of the Solution, in particular its terms of subscription and use, technical characteristics, features and limitations, and that it has freely assessed the compatibility of the Solution with its needs, in particular the use for which it intends the Solution.

12.2. Accordingly, MONARCK cannot be held liable for any incompatibility of the Solution with the Client’s needs.

12.1. The Client represents that it shall:

Comply with applicable regulations, and not infringe public morals or public order, in its activities or through use of the Solution;
Comply with regulations relating to personal data (in particular those relating to Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data);
Use the Solution in the context of its professional activities, to the exclusion of any illegal, fraudulent or prohibited activity, or any activity harmful to the rights of third parties or to MONARCK;
Not download or use content or elements likely to contain computer viruses capable of affecting the Solution.

ARTICLE 13 – PERSONAL DATA

13.1. MONARCK undertakes to process your data in accordance with Regulation (EU) 2016/679 on data protection, which entered into force on 25 May 2018, the amended French Data Protection Act (Loi Informatique et Libertés) of 6 January 1978, and the Mauritian Data Protection Act, where applicable.

13.2. The specific arrangements relating to the processing of personal data carried out in the performance hereof, including the respective roles of the Parties, the nature of the data processed, the purposes, the retention period, the security measures, and the rights of the data subjects, are set out in particular in the Special Terms.

ARTICLE 14 – CONFIDENTIALITY

14.1. The Parties undertake to treat as confidential any written, oral or visual information, of whatever nature, disclosed by either Party or discovered during a visit to the premises of either Party or of any entity within the group to which it belongs.

14.2. Information deemed confidential includes, without this list being exhaustive, all information or data relating to the strategy of either Party or of any entity within the group to which it belongs, all intellectual, industrial and artistic creations in which a Party holds rights, any legal or financial information, as well as any information concerning know-how, technical or innovative processes, markets, customers, products, assets and liabilities, costs, pricing policies, margins, organisational structures, salary policy, and information relating to the service providers or agents of either Party.

14.3. Information that is not explicitly designated as confidential shall be treated as such where it may reasonably be regarded as conferring a financial or competitive advantage on a third party, or where its disclosure could cause financial harm to either Party.

14.4. Accordingly, the Parties:

Undertake to maintain the confidentiality of such information and to keep it securely, with an appropriate level of care;
Undertake not to disclose to any natural or legal person, directly or indirectly, any confidential information of which they may become aware in the performance hereof, and/or to reproduce it, and/or to use it without the prior agreement of the other Party, whether for their own account or for the account of a third party.

14.5. Either Party may, at any time, ask the other Party holding confidential information to return it or to proceed with its permanent deletion as soon as possible. The request must be made by registered letter with acknowledgement of receipt.

14.6. For the purposes of this clause, the Parties are responsible for persons under their authority, in particular the Users of the Solution, as well as for natural or legal persons affiliated with them (direct or indirect associates, corporate officers, companies belonging to the same group from a capital or brand/franchise perspective, etc.).

14.7. Any breach of the confidentiality obligation by either Party shall engage its liability.

14.8. This article 14 shall remain applicable between the Parties for a period of 15 (FIFTEEN) years following the end of the Contract.

ARTICLE 15 – MISCELLANEOUS

15.1. The fact that MONARCK does not avail itself, at a given moment, of any of the clauses of these General Terms or Special Terms shall not be deemed a waiver on its part of its right to avail itself thereof at a later date.

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

ARTICLE 16 – DISPUTES, APPLICABLE LAW AND LANGUAGE OF THE CONTRACT

16.1. The General Terms and the Contract they underpin are exclusively governed by and subject to Mauritian law.

16.2. In the event of any dispute, disagreement, claim or difference of any kind whatsoever, that may arise between the Parties, in particular with regard to the formation, validity, interpretation, performance, non-performance or termination, for whatever cause, of this Contract, the Parties undertake to attempt to resolve their dispute amicably, prior to referring the matter to any court.

16.3. Only in the absence of an amicable resolution within a period of 30 (THIRTY) days from receipt, by either Party, 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.

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