Treflexconstant·color1.1 These terms apply between Niku Moussavi Biuki, entrepreneur individuel (EI), SIREN 130523020, APE 74.90B, 11 chemin du Pont Patry, 53970 Montigné-le-Brillant, France [trade name "Treflex" if registered; VAT status: see 4.4] ("Provider", "we") and the business customer ("Customer") for the use of the Treflex web application and related services ("Service").
1.2 The Service is intended for professional and semi-professional use only. It is not offered to consumers.
1.3 Deviating terms of the Customer do not apply unless we agree to them in writing.
2.1 Treflex supports colour quality control: capturing and evaluating colour readings from photos, storing results, reports, CAPA and stability studies, with user roles and an audit log.
2.2 We provide the Service over the internet, hosted at [hosting providers]. We may improve, change or remove features. We will not make changes that significantly reduce the agreed functions without [30] days' notice.
2.3 Alpha/beta phase: while the Service is marked Alpha or Beta it may contain errors, change, or be interrupted. It is provided for evaluation, without a guaranteed availability, and may be ended by either party at any time with immediate effect.
3.1 The Customer's company administrator creates the company account and invites users. The Customer is responsible for its users, their roles and their actions.
3.2 Credentials must be kept confidential and not shared. Passwords must meet the minimum rules shown in the app. The Customer must tell us without delay about any suspected misuse.
3.3 Information given at registration must be correct and kept up to date.
4.1 New accounts start with a free trial of 3 months. The module "Stability" has its own free trial of 3 months, starting when the module is first activated.
4.2 When a trial ends without a paid subscription, the account (or the module) becomes read-only: data can be viewed and exported, but no new measurements or changes can be saved, until a paid subscription is activated [or the account is closed].
4.3 Prices (monthly, per company account) [to be confirmed]:
- Module QC (core application): EUR 10 per month during the first 12 months, which include the 3 trial months (so 9 paid months in the first year); from month 13, EUR 20 per month.
- Module Stability (add-on): EUR 10 per month during the first 12 months from its activation, which include its 3 trial months (9 paid months); from month 13, EUR 20 per month.
- Annual plan: 20 % discount on the price, paid for 12 months in advance, applies to both the first-year price and the regular price. Per module this means: first year EUR 72 (9 paid months at EUR 10 = EUR 90, minus 20 %; the 3 trial months are free), later years EUR 192 per year (12 x EUR 20 = EUR 240, minus 20 %). [Confirm the rounding and that the annual plan is paid at the start of the period.]
4.4 The Provider is under the VAT franchise regime (franchise en base de TVA). Prices are final amounts without VAT, and invoices state "TVA non applicable, art. 293 B du CGI". [If turnover exceeds the franchise threshold, VAT becomes due and prices will be shown plus VAT: add a clause for this case.] [Price changes: with [30] days' notice, applying to the next billing period; existing promotional first-year prices stay for their period.]
4.5 Billing is monthly (annual plan: once for 12 months), in advance for the period. Invoices are payable within 30 days of the invoice date. Late payment: penalties at a rate of three times the legal interest rate and a fixed recovery indemnity of EUR 40 (Code de commerce, art. L441-10); these mentions are mandatory in French B2B contracts. [Payment method: card / SEPA direct debit, via a payment provider to be chosen.] If an invoice stays unpaid after a reminder, the account may become read-only as in 4.2.
5.1 The Customer keeps all rights to the data it enters or uploads, including measurements, photos, reports and records ("Customer Data").
5.2 The Customer grants us the right to process Customer Data only as needed to provide, secure and support the Service, on the Customer's instructions. Where personal data is processed, the data processing agreement in Annex 1 applies.
5.3 Backups and export: the Customer can export its data (CSV/JSON/reports) at any time. We strongly recommend that the Customer regularly makes its own local backups, in particular of photos and of records that must be retained by law or by its own quality system. We make reasonable efforts to back up our systems but do not guarantee that lost data can be restored. [Adapt once the backup plan is final.]
5.4 After the contract ends, the Customer can export its data for [30] days. After that we delete it, subject to legal retention duties, within [60] days.
5.5 We may use anonymised, aggregated usage data to improve the Service.
The Customer will not: copy, resell, sublicense or reverse engineer the Service; attack, overload or test the security of the Service without permission; upload unlawful content or malware; use the Service in a way that violates third-party rights. We may suspend accounts for serious violations or security risks.
7.1 Colour values depend on the camera, lighting, calibration, reference chart and handling. Results can deviate from laboratory instruments.
7.2 The Service supports quality decisions. It does not replace the Customer's own quality system, and the Customer alone decides whether a batch, sample or product is released or rejected.
7.3 We do not guarantee any accuracy, fitness for a particular purpose, or acceptance by authorities, customers or auditors (including GMP, ISO or similar schemes). Limits, rules and thresholds are set by the Customer.
8.1 Outside the alpha/beta phase we aim for [ % availability per month], excluding planned maintenance and events outside our control.
8.2 Support via the in-app problem report and [email], on working days [hours]. [Response times: none guaranteed / target .]
We use technical and organisational measures appropriate to the risk, as described in Annex 2. The Customer must secure its own devices, accounts and network and use strong passwords and, where offered, multi-factor authentication.
The Service, software, design, algorithms and brand belong to us or our licensors. The Customer receives a non-exclusive, non-transferable right to use the Service during the contract for its internal business purposes. Feedback may be used by us without restriction.
We are liable for defects according to the applicable rules, except as limited in section 12. During alpha/beta, the Service is provided "as is".
12.1 No limitation applies to damage caused by our intentional fault (faute dolosive) or gross negligence (faute lourde), to bodily injury, or where mandatory law requires.
12.2 In all other cases our total liability per calendar year is limited to [the fees paid by the Customer in the 12 months before the event / EUR __]. Note for the lawyer: under French law a limitation clause that empties an essential obligation of its substance is deemed unwritten (Code civil, art. 1170, case law Chronopost / Faurecia), so the cap must leave real liability for the core service; it must also not create a significant imbalance (Code de commerce, art. L442-1).
12.3 We are not liable for indirect or consequential damage (such as lost profit, loss of customers, product recalls), nor for loss of data to the extent the Customer could have avoided it by regular backups and exports (section 5.3).
12.4 We are not liable for damage caused by events outside our reasonable control, including attacks by third parties that occur despite appropriate security measures, or failures of the Customer's own systems or of public networks.
12.5 These limits also apply to our employees and agents. Mandatory statutory liability (for example under product liability law) is unaffected.
[Lawyer: verify enforceability of 12.2–12.4 under the governing law.]
13.1 The subscription runs month by month (annual plan: 12 months) and renews automatically. The Customer can cancel at any time with effect at the end of the current billing period [monthly plan: end of the month; annual plan: end of the 12 months]. [Confirm.]
13.2 Either party may terminate for good cause. In the alpha/beta phase, either party may end the agreement at any time.
13.3 On termination section 5.4 applies.
Each party keeps the other's non-public business information confidential and uses it only for the contract, during and for [3] years after it.
We may change these terms with [30] days' notice by email or in the app. If the Customer does not object within that period, the changes apply. We will point this out in the notice. The Customer may terminate if it objects.
16.1 Governing law: French law, excluding the UN Sales Convention.
16.2 Courts: the Tribunal de commerce of Laval (Mayenne) has exclusive jurisdiction for disputes with business customers, subject to mandatory rules. [Lawyer: check the validity of this clause for an entrepreneur individuel, and which court is competent for a non-commercial or mixed activity.] [Optional: attempt an amicable settlement first.]
16.3 If a provision is invalid, the rest remains valid.
16.4 Language: [the French version prevails; English translation for convenience].
16.5 Contact: [email, address].