General terms of use

Effective date: 2025-07-08.

PRESENTATION OF THE PARTIES

BETWEEN THE UNDERSIGNED:

Hunimalis, a simplified joint-stock company with a fixed capital of €8,580.00, registered with the Annecy Trade and Companies Register under number 823 999 230, whose registered office is located at 5 ter, avenue des 3 fontaines, 74600 Annecy, represented by Mr. Kevin Zollinger, in his capacity as President, domiciled at said registered office,
hereinafter referred to as the “Service Provider” or the “Publisher”,

ON THE ONE HAND,

AND :

Any natural or legal person having accepted these General Conditions of Use (GCU),
hereinafter referred to as the “Client”,

ON THE OTHER HAND :

Individually referred to as “Party” and together the “Parties”.

PREAMBLE

The Provider provides a Software as a Service (SaaS) service, consisting of the provision of business applications rented online (hereinafter “Application Services”). The Client wishes to access the Services offered by the Provider. The Client expressly acknowledges having received, prior to the conclusion of this Agreement, all the information necessary to assess the suitability of the Application Services to its specific needs, as well as the technical and functional conditions of use. It is the Client’s responsibility:

The Provider is a Software as a Service provider, i.e., a provider of business applications rented online (known as a SaaS provider). As such, it is the provider of the Application Services designated below in the contract. The Client wishes to use SaaS from the Provider. The Client acknowledges having received from the Provider all the necessary information enabling it to assess the suitability of the Application Services for its needs and to take all necessary precautions for its use. It is the Client's responsibility to ensure:

to verify that the Software strictly meets its own needs, based on the indications and documentation provided to it;
to have the technical and functional skills necessary to access the Services and correctly use the Software;
to ensure that its Internet connection, bandwidth and technical environment meet the prerequisites detailed in the appendix, particularly in terms of performance, security and compatibility.

The Client is solely responsible for the relevance of his choice and the suitability of the Software for his needs, as well as for the quality of the data he enters or uses via the Software. It is also his responsibility to verify, within the framework of his professional practices, the results obtained using the Software before any decision or use. The Service Provider, in his capacity as a professional, undertakes to provide the Client with all reasonable assistance and any useful recommendations in order to optimize the Client's choices and adapt the Services to his needs within the limits of the functionalities provided for in the Contract. However, the Service Provider cannot be held responsible for the inadequacy of the Software for the specific needs of the Client, nor for the direct or indirect consequences resulting from misuse or a failure to verify by the Client.

HAVING REGARD TO THIS, THE FOLLOWING WAS AGREED:

1 - DEFINITIONS

For the execution of this document, the following terms, whether used in the singular or plural, shall have the following meaning:

Client: any natural or legal person having entered into a Contract with the Provider for access to the Services and use of the Software.
Contract: the contractual package consisting of these T&Cs, the quote, any annexes and the corresponding invoice.
Effective Date: date appearing on the invoice corresponding to the activation of the Contract.
Solutions: the operational functionalities described in the appendix, made available to the Client as part of the Application Services.
Data: all information, files, publications or content of a textual, digital or multimedia nature, entered, imported, transmitted or generated by the Client in the context of the use of the Software.
Personal Data: any data within the meaning of the General Data Protection Regulation (GDPR) or any applicable legislation, which the Client enters, transmits or processes via the Application Service.
Identifier: personal and confidential code allowing a User to authenticate, composed of a connection identifier and a password, assigned when registering for the Service.
Authorized Representative: natural person designated by the Client to act on its behalf, in particular for administrative, technical or contractual actions relating to the Service.
Internet: a set of globally interconnected networks based on the TCP/IP protocol.
Intranet: internal network specific to a structure (company, association, etc.), using Internet technologies, but restricted to private use.
Commissioning: technical activation of the Service by the Provider, allowing effective access to the Solutions.
Software: all software components made available to the Client as part of the Application Services, including in particular the Solutions.
Application Service: all services provided in SaaS mode, giving the Client remote access to the Solutions, via the Internet, within the framework of licensed use.
User: any natural person placed under the authority of the Client (employee, agent, service provider, etc.) benefiting from authorized access to the Application Service.
GDPR: 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.
Processing of Personal Data: any operation or set of operations relating to Personal Data, whatever the purpose or means (collection, recording, modification, consultation, transmission, deletion, etc.).
Specific Development: any adaptation, creation or technical modification carried out by the Service Provider at the express request of the Client, outside the standard functionalities of the Application Service.

2 - ACCEPTANCE OF THE CONTRACT

Access, registration or use, even on a trial basis, of the Service constitutes full, complete and unreserved acceptance by the User of these General Terms of Use (GTU), which together with any special conditions, form the "Contract". The Customer acknowledges having received all the necessary information and has the competence to understand and accept it. The Contract is accepted by handwritten or electronic signature, by explicit validation in the Service interface, or by SEPA direct debit authorization. Any order, registration or simple use of the Service also constitutes unreserved acceptance. The applicable GTU are those in effect on the date of access to the Service. The Service Provider reserves the right to unilaterally modify these GTU at any time. Modifications take effect as soon as they are published on the website or in the dedicated space within the Service. In the event of a substantial modification, the Service Provider may inform Users by any useful means (notification, email or online alert). Continued use of the Service after publication of the new T&Cs constitutes acceptance of the modifications. It is the responsibility of each User to regularly consult the latest version accessible at any time. The electronic records of the Service Provider, kept under reasonable security conditions, are authentic between the Parties. The Contract is archived on a durable medium that can be produced in court. Any handwritten modification not expressly accepted by the Service Provider is deemed null and void.

3 - PURPOSE

The purpose of these General Terms of Use (GTU) is to define the terms and conditions under which the Service Provider provides the Client, remotely, via the Internet, with a right of access to the Services and a personal, non-exclusive and non-transferable right of use of the Software provided in SaaS mode, as well as a set of associated services. The GTU apply to all Users, from the moment they access the Service, including during any trial period, and govern the respective rights and obligations of the Parties for the entire duration of use of the Service. The Service Provider grants the Client, subject to full compliance with the Contract:

a right of remote access to the Services hosted by it or by its approved service providers;
a limited right of use to the Solutions in their version made available;
additional services detailed in the Contract, including hosting, corrective and evolutionary maintenance, and limited technical support according to the terms specified.

Any use of the Software constitutes irrevocable and unreserved acceptance of these T&Cs.

4 - CONTRACTUAL DOCUMENTS

This Agreement, together with its Annexes, expresses the entire agreement between the Parties and prevails over any prior agreement, correspondence or commitment, whether oral or written, relating to the same subject matter. It cancels and replaces all prior contradictory documents, regardless of their form, origin or date. The Agreement is made up of the following contractual documents, listed in descending order of legal value:

This document (General Conditions of Use);
The Annexes hereinafter designated and forming an integral part of the Contract.

In the event of a contradiction between the provisions contained in any of these documents, the provisions of the higher-ranking document shall automatically prevail. The contractual Annexes are as follows:

ANNEX - QUALITY CHARTER - SERVICE-LEVEL AGREEMENT (SLA)
ANNEX - DESCRIPTION OF THE SOLUTION AND HARDWARE, SOFTWARE AND NETWORK PREREQUISITES
ANNEX - FINANCIAL CONDITIONS
ANNEX - LIST AND DESCRIPTION OF MODULES
ANNEX - CONDITIONS OF USE DURING THE TRIAL PERIOD
ANNEX - SPECIFIC DEVELOPMENT
ANNEX - SPONSORSHIP
ANNEX - SECOND CHANCE SYNCHRONIZATION
ANNEX - LIST OF FURTHER SUB-PROCESSORS

No tolerance, even repeated, nor waiver, express or tacit, by one of the Parties to assert all or part of the commitments provided for in the Contract may be interpreted as constituting a modification of the Contract, nor generate any right for the benefit of the other Party.

5 - EFFECT, DURATION AND RENEWALS

The Contract takes effect from the date of Commissioning. The Service Provider offers the Client two subscription plans, with the following conditions:

MONTHLY Formula
The Contract is concluded for a period of one (1) month, tacitly renewable each month. Payment is made exclusively by credit card or direct debit integrated into the Service.
In the event of non-payment on the due date, access to the Services will be suspended immediately and without prior notice. If regularization does not occur within three (3) calendar days following the suspension, the Contract will be terminated automatically, User accounts will be closed and all data relating to the Client may be deleted without further formality or notice.

ANNUAL Formula
The Contract is concluded for a period of twelve (12) months, tacitly renewable each year. The Service Provider will notify the Client in writing, by any means giving a certain date, at least one (1) month before the deadline, of the renewal terms or any modification of the conditions.
In the absence of written notification of termination by the Client, sent by registered letter with acknowledgment of receipt at the latest one (1) month before the deadline, the Contract will be renewed under the conditions then in force.
Non-payment on the due date will result, after immediate suspension and without prior formal notice, in a period of three (3) calendar days to regularize the situation. After this period, the Contract will be terminated automatically, User accounts closed, and Client data may be destroyed without possible recourse.

6 - DESCRIPTION OF SERVICES

A. APPLICATION SOLUTIONS

The Service Provider makes available to the Client the Solutions accessible on its server via the Internet and grants the Client a non-exclusive, non-transferable right to use the Solutions designated in the appendix. The Service Provider ensures the maintenance, security, and regular backup of the Data in accordance with the conditions defined in the appendix to the Quality Charter. The Client's Data is hosted exclusively in data centers located within the European Union, in accordance with the requirements of the General Data Protection Regulation (GDPR). The Client authorizes the Service Provider to use the Documents intended for clients and the Data only to the extent strictly necessary for the provision of the Solutions and Application Services provided for in this Agreement.

B. NETWORK

The Customer freely chooses its Internet access providers and assumes full responsibility for any failures of the latter.

C. ACCESS TO SERVICES

The Client accesses the Services using personal and confidential Identifiers, strictly reserved for authorized Users. Access is possible 24 hours a day, except during maintenance periods. Any unauthorized connection is prohibited. The Client is responsible for the confidentiality and security of its Identifiers and undertakes to immediately inform the Service Provider in the event of fraudulent access.

D. SUPPORT

The Provider ensures corrective and evolutionary maintenance provided that the Client:

cooperates fully, in particular by providing access and information;
uses the Service in accordance with its documentation;
appoints a Manager trained by the Provider;
does not intervene without authorization on the Service;
respects its technical and contractual obligations.

All requests for assistance must be submitted via the software's integrated ticketing system. The Service Provider reserves the right to suspend support in the event of non-compliance with this procedure or failure by the Client. The Service Provider shall not be held liable for incidents resulting from misuse, unauthorized modifications, failure of the Client's equipment or network, or in the event of force majeure.

E. EXCLUDED SERVICES

The Service does not include the following elements, for which the Client remains entirely responsible and bears the costs, without possible recourse against the Service Provider:

costs related to telecommunications and Internet access necessary for the use of the Service;
travel and accommodation costs and all services performed on the Client's site, except with prior written agreement;
the supply, maintenance or repair of equipment and terminals for accessing the Service;
credits or fees related to sending SMS or other communications outside of the Standard Service;
any specific service, including advanced customizations, tailor-made developments or recovery of historical data, which will be the subject of a separate quote and contract.

F. CONFIDENTIALITY OF IDENTIFIERS

The Identifiers are personal and confidential. They may only be modified at the request of the Client or at the initiative of the Service Provider, who will then inform the Client. The Client undertakes to keep its Identifiers secret and assumes full responsibility for their use, including in the event of unauthorized access. It must ensure that no unauthorized person accesses the Services via its Identifiers, in particular by securing the access points. In the event of loss, theft, or suspected fraudulent use, the Client must immediately notify the Service Provider and confirm by email with acknowledgment of receipt. The Client will follow the procedure for recovering Identifiers defined in the Quality Charter. The Service Provider cannot be held responsible for the consequences resulting from unauthorized use or mismanagement of Identifiers by the Client.

G. USAGE DATA

The Service Provider may collect and use data generated by the use of the Services, including data provided by the Client or its Users. This data may be used for statistical, technical, commercial or Service improvement purposes, in an anonymized or aggregated form, in compliance with the requirements of the GDPR. No identifiable data is sold, transferred or communicated to third parties without a legal obligation or the express consent of the Client. The Client remains the owner of its data and retains all of its rights provided for by the regulations.

7 - QUALITY OF APPLICATIONS

The Client acknowledges that access to the Application Services depends on the Internet network and may be subject to slowdowns or interruptions beyond the control of the Service Provider. The latter cannot be held responsible for unavailability resulting from these technical hazards. The Services are provided in accordance with the commitments described in the Quality Charter. The Service Provider implements reasonable means to guarantee continuous accessibility of the Services, excluding planned or urgent maintenance operations. Any planned interruption will be subject to prior notification to the Client within a reasonable time. The Service Provider cannot be held responsible for the consequences of an interruption when this information procedure has been respected.

8 - LICENSE

The Provider grants the Client a personal, non-exclusive, non-assignable, non-transferable, non-sublicensable right, revocable at any time in the event of breach, to use the Solutions for strictly professional and internal purposes, for the duration of the Contract, in accordance with their documentation, their intended purpose and exclusively in SaaS mode. Any other use, including but not limited to: reproduction, distribution, making available, modification, adaptation, translation, reverse engineering, resale, automated access or data extraction, is strictly prohibited. The Provider reserves the right to carry out any audit, verification or suspension without notice in the event of suspected abusive or unauthorized use, without prejudice to civil or criminal prosecution.

9 - MAINTENANCE

The Service Provider ensures corrective and evolutionary maintenance of the Solutions. Anomalies must be reported without delay exclusively by email to support@hunimalis.com or via the ticket system integrated into the Software. No other reporting method will be considered. The Service Provider diagnoses the cause and implements the correction as soon as possible. Any maintenance obligation is excluded in the following cases:

lack of cooperation from the Client during the diagnosis;
use not in accordance with the recommendations or documentation;
unauthorized modification of the Solutions;
breach of contract by the Client;
incompatible technical or software environment;
network or internet failure;
malicious act, force majeure, or unauthorized intervention.

The Provider may, at its discretion, offer assistance in these excluded cases, billed according to its current rates. Updates, developments, and new versions are covered by the Contract. The Provider guarantees the absence of functional or performance regression.

10 - TECHNICAL ASSISTANCE

The technical support service applies to all Solutions provided by the Provider and consists of assisting Users. The Provider provides the following channels for any support request, accessible Monday to Friday, from 9 a.m. to 5 p.m., mainland France time:

Ticket system integrated into the software (preferred channel)
Email: support@hunimalis.com
Telephone: +33 9 72 58 47 43 (key 1)
Chat: accessible subject to availability

The Service Provider undertakes to acknowledge receipt and respond to any request within a maximum of 24 business hours. In the event of absence or unavailability, the Service Provider undertakes to contact the Client within a reasonable time.

11 - TRAINING

The Service Provider provides the Client with initial training on the use of the Solutions, included in the price of the Service. This training, lasting a maximum of one hour, is provided exclusively remotely or at the Client's request and subject to availability, at the Service Provider's premises. No training is carried out on the Client's site.
The terms and conditions are specified in the Financial Conditions Appendix. Any request for additional training will be the subject of a specific proposal. The Service Provider may also recommend such training when recurring usage difficulties, not related to technical anomalies, are noted.

12 - OBLIGATIONS OF THE SERVICE PROVIDER UNDER THE GDPR

Under the GDPR, the Provider acts as the Client's processor, the Client being the data controller. The security obligations set out in this article constitute enhanced best-efforts obligations, with the exception of the expressly quantified obligations set out below (notification deadlines, fate of the data), which are obligations of result.

A. General obligations

The Service Provider undertakes to:

Process Personal Data only for the purposes of the Service subject to the contract.
Strictly comply with the Client's documented instructions, as defined in the Quality Charter. In case of doubt as to the compliance of an instruction with the GDPR or any other applicable provision, the Service Provider will immediately inform the Client.
Inform the Client in advance, unless legally prohibited, in the event of transfer of Personal Data to a third country or an international organization.
Guarantee the confidentiality and security of Personal Data processed under this contract.
Ensure that persons authorized to process Data are bound by an obligation of confidentiality and receive appropriate training in the protection of Personal Data.
Apply the principles of data protection by design (Privacy by Design) and by default (Privacy by Default) in its tools, products, applications and services.

B. Subcontracting

The Client grants the Provider general authorization to engage further sub-processors for all or part of the processing of Personal Data, without specific prior authorization. The list of current sub-processors is available online at the address communicated by the Provider and serves as notice to the Client.

The Provider shall inform the Client of any addition or replacement of a sub-processor by any written means, in particular by notification within the Service interface or by updating the online list. The Client has fifteen (15) days from such information to object in writing, on legitimate and duly justified grounds relating to the protection of Personal Data, to the intended change. Absent a reasoned objection within this period, the change is deemed accepted.

Where an objection cannot be resolved by the Parties, the Client may terminate the Contract solely for the affected part of the Service, without indemnity on either side and without any right to reimbursement of sums already paid. The Provider shall impose by contract on each further sub-processor data protection obligations equivalent to those set out in this article.

C. Right to information of data subjects

It is the Client's responsibility to inform the persons concerned about the processing of their Personal Data during collection.

D. Exercise of personal rights

When the data subjects make requests to the Service Provider to exercise their rights, the Service Provider must send these requests upon receipt by email to the Client's data protection officer and the Authorized Representative.

E. Notification of Personal Data Breaches

The Service Provider undertakes to notify the Client of any Personal Data breach within a maximum of 24 working hours after becoming aware of it, by email addressed to the Client's data protection officer and the Authorized Representative. This notification will be accompanied by any useful documentation enabling the Client, if necessary, to report the breach to the competent supervisory authority. It will include at least:

a precise description of the nature of the breach, including, to the extent possible, the categories of data concerned and the approximate number of individuals and records impacted;
the contact details of the data protection officer or other point of contact for further information;
an assessment of the likely consequences of the breach on the individuals concerned;
a presentation of the measures already taken or envisaged to remedy the violation and mitigate its potential effects.

If certain information cannot be provided immediately, it may be communicated gradually, without undue delay. Notification of the persons concerned is the sole responsibility of the Client, who alone can assess the risk to the rights and freedoms of natural persons.

F. Assistance from the Service Provider in the context of the Client’s compliance with its obligations

The Service Provider may, within the limits of its reasonable means and at the request of the Client, provide technical and documentary assistance for the performance of impact analyses relating to the protection of Personal Data (PDIA) as well as for prior consultation with the competent supervisory authority. This assistance does not constitute in any case a strict contractual obligation and does not release the Client from its responsibilities as Data Controller. The Service Provider cannot be held responsible for the accuracy, completeness or result of the analyses or consultations carried out by the Client, nor for the consequences linked to their implementation.

G. Security measures

The Service Provider declares that it has implemented appropriate technical and organizational measures to ensure, to the extent possible, the protection, confidentiality, integrity, and availability of Personal Data. These measures may include, but are not limited to, access controls, backups, encryption tools, and incident management processes. The Service Provider undertakes to make its best efforts to prevent any unauthorized use, disclosure, or access.

H. Fate of Personal Data

Upon expiration or termination of the Contract, the Service Provider undertakes to return or delete, at the Client's request, the Personal Data processed on its behalf. Deletion applies to all copies, unless otherwise required by law. The Service Provider retains proof of deletion or return. Any retention beyond this is limited to legal requirements only.

I. Data Protection Officer

The Service Provider's Data Protection Officer (DPO) is Mr. Kevin Zollinger, President.
For any questions or requests relating to data protection, please contact him at the following address: support@hunimalis.com.

J. Register of categories of processing activities

The Service Provider declares that it keeps in writing a register of all categories of processing activities carried out on behalf of the Client including:

the name and contact details of the Client on whose behalf it is acting, any subcontractors and, where applicable, the data protection officer;
the categories of processing carried out on behalf of the Client;
in the express case of a court order, transfers of Personal Data to a third country or to an international organization, including the identification of this third country or this international organization and, in the case of transfers referred to in Article 49, paragraph 1, second subparagraph of the GDPR, documents attesting to the existence of appropriate guarantees;
where possible, a general description of technical and organizational security measures, including, among others, as required:
- pseudonymization and encryption of personal data;
- the means to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
- the means to restore the availability of and access to personal data within appropriate timeframes in the event of a physical or technical incident;
- the procedure for regularly testing, analyzing and evaluating the effectiveness of technical and organizational measures to ensure the security of processing.

K. Documentation

The Service Provider shall provide the Client, upon written request and provided that the Client justifies the need for this documentation, with the elements necessary to demonstrate compliance with the Service Provider's obligations under the GDPR. This documentation may be used by the Client for its own compliance purposes. The Service Provider undertakes to cooperate reasonably within the limits of its legal obligations and provided that the request does not interfere with the confidentiality of its sensitive information or its internal activities.

13 - AUDIT AND CONTROL

The Provider carries out regular internal IT security controls on its Services. To demonstrate compliance with its obligations under Article 28 of the GDPR, the Provider shall make available to the Client, upon written and reasoned request, a completed compliance questionnaire, an attestation, or a summary of its technical and organizational measures. This first-level documentation constitutes the standard means of justification.

An on-document or on-site audit, including an inspection, may only be requested where such documentation proves manifestly insufficient, under the following cumulative conditions: no more than one audit per twelve (12) month period save in the event of a proven security incident, thirty (30) days' prior written notice, and performance by the Client or by an independent third-party auditor mandated by the Client, not a competitor of the Provider, approved in advance by the Provider and bound by confidentiality.

The audit shall take place during business hours, without disrupting the Provider's operations, and without access to other clients' data or to any element covered by trade secrecy. All audit costs shall be borne exclusively by the Client, including the time spent by the Provider on its preparation and support, invoiced at the applicable hourly rate. The Provider shall provide a corrective action plan for any substantiated material non-compliance. The audit findings are strictly confidential and may not be disclosed to any third party.

14 - FINANCIAL CONDITIONS

A. Royalties

The rates applicable to subscriptions are available on the “Rates” page of the Service Provider’s website, as well as in the subscription management area accessible from the Software. These rates are indicated in euros, excluding taxes.
Any additional services not included in the subscription, including training, personalized assistance, specific developments or data migration, are subject to separate invoicing, according to the agreed conditions or the rates in effect on the day of the order.

B. Payment terms

Unless otherwise stated, the Services are invoiced on a due date, regardless of the duration of the commitment subscribed. Invoices are due within three (3) days of their issue. Payment is made exclusively by credit card or SEPA direct debit, via a secure payment gateway integrated into the application (Stripe). No other payment method will be accepted, except with the express prior agreement of the Service Provider. The Client expressly authorizes the Service Provider to automatically collect the amounts due at each contractual due date. In the event of payment failure, the Client will be informed electronically and will have three (3) days to regularize the payment.

C. Default of payment

In the event of non-payment on the due date, the Service Provider may, without prior formal notice:

the application of late payment penalties at the rate of three (3) times the legal interest rate, starting from the third (3rd) day following the unpaid due date;
the invoicing of fixed compensation for recovery costs, in accordance with the legal provisions in force, as well as, where applicable, additional administrative costs;
the immediate suspension of access to the Services, without this being interpreted as a termination of the Contract.

In the absence of regularization within ten (10) days from the sending of a formal notice sent by registered letter with acknowledgment of receipt, the Contract may be terminated automatically by the Service Provider, without prejudice to the recovery of unpaid sums and any damages.

D. Revision of tariffs

The Service Provider reserves the right to change its rates. Any price change will be notified to the Client at least thirty (30) days before its effective date. In the event of disagreement, the Client may terminate their subscription free of charge, by written notification, within thirty (30) days of receipt of said information. If termination is not made within this period, the new price list will be deemed accepted without reservation.

E. Dispute

Any complaint relating to an invoice must be addressed to the Service Provider in writing, within fifteen (15) calendar days from the date of issue of said invoice. After this period, the invoice will be deemed accepted without reservation, and no subsequent dispute may be admitted.

15 - PROPERTY

The Service Provider is and remains the sole owner of all intellectual property rights relating to the Solutions made available to the Client under this Agreement. This ownership extends, without limitation, to all technical, graphic, functional and conceptual elements of said Solutions, including: software, interfaces, source codes, developments, databases, structures, tree structures, content, documentation, brands, graphic charters, and more generally any element comprising or supporting the Services. The Client acknowledges that the Solutions remain the exclusive property of the Service Provider and that the Agreement does not grant it any property rights whatsoever over these elements. Access to the Solutions is provided as part of a temporary remote provision, in the form of a limited, non-exclusive, non-transferable and non-assignable user license, for the duration of the Agreement and for the sole purpose of performing the Services. Consequently, the Client expressly prohibits, directly or indirectly:

to copy, reproduce, represent, adapt, modify, alter, correct, translate, decompile, disassemble or attempt to discover the source code of the Solutions, in whole or in part;
to exploit or use the Solutions for purposes other than those provided for in the Contract;
to assign, transfer, sublicense, lend, rent or make available, in any manner whatsoever, all or part of the Solutions or the rights relating thereto, to a third party, free of charge or for a fee.

Any violation of these provisions may result in the immediate termination of the Contract, without prejudice to any damages that the Service Provider may claim.

16 - EVIDING GUARANTEE

The Provider declares and guarantees:

that the Solutions it offers are original, within the meaning of the Intellectual Property Code;
that it holds all intellectual property rights or the necessary authorizations allowing it to grant the Client the usage rights provided for in the Contract;
that the Solutions do not infringe the intellectual property rights of third parties.

Consequently, the Service Provider guarantees the Client against any eviction of rights resulting from an action for infringement by a third party. The Service Provider's commitments regarding quality of service, availability and performance of the Services are specified in the Quality Charter annexed to these General Conditions.

17 - LIABILITY – FORCE MAJEURE

Neither Party may be held liable for a breach of any of its contractual obligations if such breach results from an event beyond its reasonable control, constituting a case of force majeure within the meaning of Article 1218 of the Civil Code and the case law of the French courts. The following are considered cases of force majeure, without this list being exhaustive:

natural disasters (floods, storms, earthquakes, etc.);
fires, explosions, epidemics, pandemics;
acts of war, armed conflicts, insurrections, riots or acts of terrorism;
total or partial strikes, internal or external to the Parties or their service providers;
cuts or blockages of electricity, energy supplies or telecommunications networks (internet, mobile networks, etc.);
cyber attacks, acts of hacking or computer malware;
any administrative or governmental decision resulting in the withdrawal, suspension or modification of authorizations necessary for the execution of the Contract.

The prevented Party must inform the other Party as soon as possible of the occurrence of the event, specifying its nature, its foreseeable duration and the consequences on the performance of its obligations. For the entire duration of the force majeure event, the affected obligations will be suspended without either Party being able to claim a breach or claim compensation, penalty or damages in this respect. If the force majeure situation were to continue beyond thirty (30) consecutive days, each Party may terminate the Contract automatically, by written notification addressed to the other Party, without compensation from either party.

18 - INSURANCE

The Service Provider declares that it has taken out, with a reputable solvent company, the appropriate insurance policies intended to cover the risks inherent in the exercise of its activity, in particular in terms of professional civil liability and, where applicable, operating civil liability. These insurances are taken out for the needs of the Service Provider's activity, without this being interpreted as an extension of cover for the benefit of the Client. The Service Provider undertakes to provide, strictly exceptionally, and within the limits of what is reasonably necessary, an extract of a valid insurance certificate, only in the event of a written and reasoned request from the Client, sent electronically or by post. No systematic, periodic or automated transmission will be made.

19 - TERMINATION

In the event of a breach by one of the Parties of its contractual obligations, the Contract may be terminated automatically by the other Party 30 days after sending a formal notice letter by registered mail with acknowledgment of receipt which has remained without effect. The formal notice will indicate the deficiency(ies) noted. In the event of termination, the Client will cease to use all access codes to the Solutions and Application Services. The reversibility services will be implemented in accordance with Article 20. In the event of termination, the Service Provider will not reimburse any payment received under the contract and no SMS credit.

20 - REVERSIBILITY

In the event of a breach by one of the Parties of its obligations, the Contract may be terminated automatically thirty (30) days after sending a formal notice which has remained without effect, sent by registered letter with acknowledgment of receipt. The Service Provider may also terminate the Contract at any time, without compensation, in the event of abusive, non-compliant or contrary to good faith use. In the event of termination, the Client:

immediately ceases all access to the Solutions;
cannot claim any refund, including for SMS credits or current subscriptions;
benefits, if necessary, from reversibility benefits, within the limits provided for in Article 20.

No compensation or compensation will be due, regardless of the cause of termination.

21 - NON-SOLICITATION OF PERSONNEL

During the term of the Contract and for a period of six (6) months following its termination, each Party shall refrain from hiring or employing, directly or indirectly, any employee or collaborator of the other Party, except with the prior written agreement of the latter. In the event of non-compliance with this clause, the offending Party undertakes to pay the other, upon simple request, a lump sum compensation equal to four (4) times the gross monthly remuneration of the employee concerned, as received at the time of his departure.

22 - CONFIDENTIALITY

A. General information

Each Party undertakes to maintain the confidentiality of information of a non-public nature, in any form or medium whatsoever, transmitted by the other Party under the Contract (hereinafter the “Confidential Information”). The Service Provider undertakes in particular to:

maintain the strictest confidentiality of the Confidential Information and not disclose it to any third party;
take all necessary measures to protect and maintain Confidential Information, and to prevent its disclosure, such measures being at least of the same level as those taken by itself to protect its own confidential information;
not to copy or transcribe the Confidential Information on any medium whatsoever, except where such copies are strictly necessary for the performance of the Contract;
disclose Confidential Information only to its managers, employees and agents on a need-to-know basis and only within the framework of the execution of the Contract;
inform said managers, employees and agents of the provisions of this confidentiality agreement and undertake that they will process the Confidential Information in accordance with the provisions of the Contract;
not to use, in whole or in part, the Confidential Information for purposes other than the performance of the Contract;
immediately inform the Client in the event of loss of all or part of documents, objects or media containing Confidential Information as well as in the event of breach of this clause by the Service Provider, its directors, employees or agents;
destroy copies of Confidential Information in its possession after having returned them in full to the Client under the conditions set out in Article 20.

Any information which a Party can prove:

that they were in the public domain prior to their disclosure, or
that they were already known to it before the effective date of the Contract, or
that they were required to be disclosed by law or by order of a court, or
that they were received from a third party lawfully and without restriction or breach of the Contract, or
that they were published without violation of the provisions of the Contract, or
that the use or disclosure has been authorized by the Party that owns the information

The Parties undertake to ensure compliance with these provisions by their staff, and by any agent or third party who may intervene in any capacity whatsoever in the execution of the Contract. These confidentiality obligations will remain in force for the entire duration of the Contract, and for a period of 2 years after the end of the latter.

B. Cookies

The website www.hunimalis.com uses different types of cookies, necessary for its proper functioning and the continuous improvement of the user experience. These cookies may be placed by us or by third-party services integrated into our site, including Stripe (payment) and Brevo (marketing/CRM service). The categories of cookies used are as follows:

Strictly necessary cookies: essential to enable navigation on the site and access to essential features, including security and payment cookies (e.g. Stripe).
Analytical cookies: used to measure traffic and browsing behavior, mainly via Google Analytics.
Marketing and communication cookies: used for managing user interactions, sending campaigns, and personalizing content, particularly via tools like Breevo.
Preference cookies: allow us to save your choices (language, display, etc.) and adapt the interface accordingly.

User consent is required to enable certain cookies, in accordance with applicable regulations. This consent can be withdrawn at any time via your browser settings or the cookie management module on the website.

23 - ABSENCE OF RIGHT OF WITHDRAWAL

In accordance with the provisions of the French Consumer Code, and in particular its article L221-28, the right of withdrawal does not apply to the Services provided by the Service Provider, since they are exclusively intended for professional Clients. This exclusion concerns Clients carrying out a commercial, industrial, craft, liberal or agricultural activity, including when they act on their own behalf or on behalf of another professional.

24 - REFERENCE

The Client expressly authorizes the Service Provider to cite its name, as well as to reproduce, where applicable, its brand or logo as commercial references. This authorization applies in particular during events, in the Service Provider's commercial materials or on its website, and this, in any form. However, the Client may at any time expressly oppose this use by sending a written request by email to the Service Provider. In this case, the Service Provider undertakes to immediately remove any reference to the Client, in any form whatsoever, upon receipt of this request.

25 - COMPLETE

The Contract constitutes the entire agreement between the Parties. Any tolerance, waiver or non-application, even repeated, of all or part of the provisions of the Contract by one of the Parties shall not be interpreted as a modification, waiver or novation, nor create any acquired right for the benefit of the other Party. If one or more provisions of the Contract are deemed null, void, unenforceable or deprived of binding force, this invalidity shall not affect the validity of the other provisions, which shall remain in full force and effect. The Parties may, by mutual agreement, modify or replace the invalidated clauses. Any modification of the Contract must be the subject of a written amendment, signed by the Parties. Contractual deadlines are expressed in working days and hours in France, unless expressly stated otherwise.

26 - LANGUAGE

In the event of translation of these General Conditions into one or more languages, only the French text will be authentic in the event of a difference of interpretation or dispute over the meaning of a provision.

27 - APPLICABLE LAW

This Agreement is subject to French law, both in terms of its substantive and formal rules. In the event of a dispute relating to the interpretation, execution or validity of the Agreement, and in the absence of an amicable agreement between the Parties, the competent courts shall be those of Annecy, to which the Parties grant exclusive jurisdiction, including in the event of multiple defendants, third-party claims, emergency proceedings, summary proceedings or applications.

ANNEX - QUALITY CHARTER - SERVICE-LEVEL AGREEMENT (SLA)

The Service Provider undertakes to comply with the following commitments, which define the service levels to guarantee the quality of the services provided to the Client. These commitments are subject to the technical and operational conditions in place and to force majeure events.

1. AVAILABILITY

The Provider guarantees a minimum monthly availability rate of 95%, excluding Sundays. Availability will be measured excluding periods of scheduled maintenance, force majeure, and interruptions due to the Client (e.g., poor access management).

In the event of non-compliance with this commitment:

The Customer may request compensation in the form of a free month of service. This compensation will be granted if the incident is reported within 60 days of the unavailability being noted.
Compensation limit: Compensation may not exceed the amount paid by the Customer for the services concerned during the affected month.

Examples of exclusions:

Maintenance planned or notified at least 48 hours before the intervention.
Force majeure, such as third-party vendor outages, distributed denial of service (DDoS) attacks, etc.

2. SECURITY AND CONFIDENTIALITY

The Service Provider guarantees the security of communications and data through the use of the TLS protocol and implements all necessary technical measures to secure the servers hosting the Client's solutions and data.
Specific commitments:

A+ rating from Qualys SSL Labs at www.hunimalis.com.
The data is saved on two separate media, kept for 30 consecutive days.
Data recovery time: 3 working days in the event of an incident.

The Provider cannot be held responsible for incidents caused by external factors (third-party supplier failures, cyber attacks, Customer errors, etc.).

INTEGRITY

We attach great importance to the integrity of the data we process. As part of our commitment to security, the Service Provider guarantees that all Personal Data processed in the context of the performance of the services:

Are handled without risk of omission, alteration, deformation or any other form of loss of integrity.
Are processed in compliance with the GDPR and other applicable regulations, ensuring their confidentiality and security.
Are subject to regular consistency checks to ensure that no anomalies affect the results from the processing.

We apply the principles of "Privacy by Design" and "Privacy by Default" to all our tools and services. This principle ensures that personal data protection is integrated by design and by default in all our solutions, thus minimizing risks for end users.

PERFORMANCE

The Provider guarantees a response time of less than 2 seconds for loading the main pages of the service for any User located in Metropolitan France, excluding asynchronous requests. The response time is measured via an HTTP GET test carried out on the main page of the website www.hunimalis.com, using the Pingdom tool or any other comparable third-party tool. This performance is measured under optimal usage conditions and may be affected by external factors, such as the quality of the user's Internet connection or technical infrastructure problems beyond our control.

ANNEX - DESCRIPTION OF THE SOLUTION AND HARDWARE, SOFTWARE AND NETWORK PREREQUISITES

1. Description of the solution

Hunimalis is a cloud- based SaaS (Software as a Service) solution specifically designed to meet the needs of professionals working with animals. The solution is aimed at, but is not limited to, shelters, boarding kennels, groomers, pounds, trainers, educators, osteopaths, veterinarians , animal daycare centers, animal transporters , as well as all professions in contact with an animal , whether independent entities , small businesses , or associations .

The Hunimalis solution allows users to manage the different aspects of their professional activity individually or collaboratively , and in a modular way . Each module offered by the solution can be used independently or in addition to the other modules, thus allowing total adaptation to the specific needs of each profession, at each stage of its development. Among the functionalities offered by the solution, we find in particular:

Animal Management : Detailed tracking of animal health, care and history.
Customer relations and contacts : management of customer files, communications and appointments.
Point of sale : tracking sales, transactions and payments.
Purchasing, inventory and service management : management of inventories and services provided.
Agenda and management of enclosures : monitoring of spaces and availability.
Accounting : management of the finances of associations and companies.
Agreement management : management of contracts with municipalities and other partners.
Activity reports and loyalty tools : creation of personalized activity reports and monitoring of customer loyalty.
Member and volunteer management : member monitoring and volunteer management for associations.

The solution's features are regularly updated to meet the growing and diverse needs of our users. It is the user's responsibility to regularly consult the online documentation to ensure its use complies with the latest developments.

2. Hardware, software and network requirements

Hardware : Desktop or laptop computer, smartphone or tablet with a recent browser.
Resolution : Minimum 1024 x 768 pixels (ideally 1920 x 1080 pixels).
Operating systems : Windows, macOS (OSX), Linux, iOS, Android.
Compatible browsers :

Google Chrome: version 116+
Mozilla Firefox: version 115+
Microsoft Edge: version 116+
Safari: version 16+

Your browser must accept cookies and enable JavaScript. Disable ad blockers, VPNs, or proxies that may interfere with access.

Network connection : High speed (min. 1 Mb/s).
Network security : Firewall, proxies and antivirus must allow access to the following sites:

https://www.hunimalis.com
https://app.hunimalis.com
Port 443 (HTTPS) open.

Equipment : PDF reader and standard/thermal printer.

ANNEX - FINANCIAL CONDITIONS

Billing

Invoices are accessible exclusively through the software interface and sent by email. No invoices will be sent by post.
Amounts are expressed excluding taxes (ET).

Subscriptions

Monthly and annual subscription rates can be viewed in real time in the software interface and are subject to change without notice. The amounts indicated below are provided for informational purposes only and may vary depending on the subscription selected.

Additional Services

Additional services are available in addition to the main subscription. Their pricing and terms are as follows:

1. Remote Technical Assistance

The Client benefits from 30 minutes of free remote technical assistance per month, which cannot be combined from one month to the next. Beyond this time, any intervention will be billed at the hourly rate of €50.

2. Distance Learning

Distance learning, lasting two hours and limited to three participants, is free if completed within the first month of subscription. After this period, all training will be billed at €100 per session.

3. On-site Training

Training at the Client's premises is billed at €100 per hour, excluding travel expenses. Training at the Service Provider's premises is billed at €100 per hour. Each session lasts a maximum of 2 hours and is limited to 3 people.

4. Sending SMS from the Software:

0.075€ per SMS (1 SMS = 160 characters).

5. Specific Development Services:

Specific or personalized services are invoiced on estimate.

6. Data Migration:

The Service Provider disclaims all liability for the quality, completeness, or compatibility of the data provided by the Client for the migration. Any difficulties related to data formats or structure may result in an adjustment to the quote.

The data migration fee is set at €80 for the following software and platforms:

Vetolib (Digivet), CaptainVet, Refugilys/Pensionilys (TRESSOLMI), Pilepoils (CENTRAVET), Vetup, Easybel (CREFIA), WoofGestion (WEB HORIZON), Checkindog (BLUEROCK), Digidog (LEMON SOFT), Kookie (PHI), MagRefuge (MAGESTIA), Webreed, MUZZLE, Zouaf, Rintintin.

Data migrations from the following tools are carried out on quote:

Excel, spreadsheets, Access, Calendar/Excel and other similar formats.

7. Other Services on Request

Website creation: On quote.
Graphic design: Logo, business cards, signs, vehicles, etc. (On quote).
Computer equipment: On quote.

ANNEX - LIST AND DESCRIPTION OF MODULES

The modules described below represent a non-exhaustive set of features currently offered in the Solution. These modules may evolve, be enriched, modified or deleted according to updates and developments by the Service Provider.

Each module adapts to the specific needs of the Client's professions and activities. Some modules operate independently, while others require the prior presence of one or more additional modules.

The “ Animals ” module allows for detailed management of animals, including information, photos, behavior, medical monitoring, service monitoring, movements, automatic DDPP registers, litters and statistics.

The “ Directory ” module offers centralized management of contacts such as clients, members, volunteers, adopters, suppliers or employees.

The " Agenda " module provides schedule management, appointment scheduling, as well as confirmations and reminders by SMS or email, with the option to modify them at any time.

The “ Health Area ”, accessible via the Animals and Directory modules, ensures the management of vaccinations, treatments, operations, tests, liaisons with veterinarians, food, genealogy and estrous cycles.

The “ Income and Expenses ” module , linked to the Directory, manages financial flows linked to animals and contacts, with support for CERFA, automated calculations and cash closures.

The “ Stocks ” module allows you to track stocks, product sheets, prices, margins, suppliers, orders, movements and multi-warehouses.

The “ Services ” module manages services by category, species, duration, cost, rates and margins.

The “ Pound ” module, linked to the Animals and Directory modules, ensures complete management of pounds, including monitoring of fines and repeat offenses.

The “ Invoicing ” module , associated with the Stocks and Services modules, manages invoices, collections, credit notes, tickets, cash flow monitoring, reporting and accounting links.

The “ Investigation ” module allows the management of investigations, informants, investigators, visit monitoring and reports.

The “ Town Hall Agreements ” module , linked to the Directory, facilitates the creation and monitoring of municipal agreements, payments, fees and automatic reports.

Finally, the “ Box ” module allows the management of spaces dedicated to animals, including cleaning, dimensions and equipment such as heating or air conditioning.

This description does not claim to be exhaustive. Other modules, features, or services may be developed, integrated, or removed over time, without limitation. The Service Provider reserves the right to continuously adapt the Solution to best meet the needs of Customers and technical or regulatory developments, without this requiring a prior modification of the contract.

ANNEX - CONDITIONS OF USE DURING THE TRIAL PERIOD

The trial period offers the Client the opportunity to test the Application Service in real conditions, without obligation.

Upon acceptance of these General Conditions of Sale and Use, the Service Provider undertakes to:

provide access to the Application Service to a User designated by the Client;
transmit to the Client the Identifiers corresponding to this User.

The trial period begins from the User's first effective connection to the Application Service using the Identifiers transmitted by the Service Provider. Its duration is fifteen (15) calendar days, non-renewable except with the express prior agreement of the Service Provider.

The Service Provider reserves the right to suspend, reduce or interrupt the trial period at any time, for any reason, without having to justify its decision. Notification will be sent to the Client as soon as possible.

During or at the end of this period, the Service Provider will offer the Client a suitable commercial offer.

The Client is free to accept or refuse the said proposal. Regardless of the Client's choice, all Client and User Data collected during the trial period will be completely deleted at the end of the trial period, with no possibility of recovery.

No liability may be incurred towards the Client in the event of deletion of data relating to the trial period.

ANNEX - SPECIFIC DEVELOPMENT

The Client may make proposals for development in writing, in particular by email, or request specific Development from the Service Provider.

The Service Provider undertakes to study any proposal or request, but reserves the right to refuse them without obligation to provide justification.

The Provider will make every effort to ensure that the Application Service, including Specific Development, meets the needs expressed by the Client.

The completion of the Specific Development is subject to invoicing based on the time actually spent by the Service Provider, as well as on any technical constraints specific to the request.

The start of the Specific Development is conditional upon prior acceptance by the Client of the contractual and pricing conditions formalized in the corresponding commercial proposal.

ANNEX - SPONSORSHIP

1. Purpose

The sponsorship operation aims to reward any natural or legal person who is a client of the Provider and who has recommended Hunimalis' application services to legal entities who are not clients and are unknown to the Provider, resulting in their signing a contract.

2. Acceptance

The Sponsor and the Godchild unreservedly accept the conditions of this annex.

3. Conditions of participation

3.1. When subscribing, the Referred Person must provide their email address and referral code.
3.2. The Referrer and Referred Person cannot be the same person.
3.3. A Referrer may sponsor multiple Referred Persons.
3.4. A Referred Person may only have one Referrer.
3.5. The Service Provider reserves the right to refuse any referral that does not comply with these terms and conditions.

4. Advantages

When the Godchild subscribes, if the Sponsor is a customer of the Service Provider, thirty (30) days of subscription are offered to the Sponsor and the Godchild.
The Sponsor only benefits from one discount per Godchild, even if the latter subscribes to several subscriptions.
The validity of the discount is one (1) year from the payment of the subscription by the Godchild.

5. Modifications and Suspension

The Service Provider reserves the right to interrupt, modify, suspend or shorten the operation at any time without incurring any liability, subject to prior notification by any appropriate means.

6. Disputes

Any dispute relating to the interpretation or execution of this annex will be submitted, firstly, to the sovereign assessment of the Service Provider, then, as a last resort, to the competent courts of Annecy.

7. Protection of personal data

In accordance with the French Data Protection Act of 6 January 1978, as amended, participants are informed that the personal data collected is necessary for their participation and is intended for the Service Provider.
They have the right to access, rectify, and delete this data, which they can exercise by contacting: contact@hunimalis.com. The Sponsor undertakes to have previously informed the Referred Children of the use of their data in the context of this operation.

ANNEX - SECOND CHANCE SYNCHRONIZATION

Second Chance synchronization allows the automated transmission of animal adoption announcements between the www.SecondeChance.org platform and the Software, thus facilitating the management and visibility of animals.

This synchronization is offered with a commercial discount of 25% on the subscription price, subject to compliance by the Customer with the following conditions:

Synchronization must be kept active throughout the entire period of application of the discount.

Any voluntary interruption or deactivation of synchronization will result in the immediate suspension of delivery.

The Provider reserves the right to suspend or cancel this discount in the event of non-compliance with the conditions, without notice or compensation.

The Customer acknowledges and accepts that this discount is linked to the effective and continuous activation of synchronization.

EMAIL TEMPLATE – COMMITMENT TO SECOND CHANCE SYNCHRONIZATION

Subject: Commitment relating to automated Second Chance synchronization

Madam, Sir,

I, the undersigned [Last Name, First Name], in my capacity as [position] on behalf of [Name of the structure], acknowledge the conditions relating to the activation of the automated synchronization of animal adoption announcements between the platform www.SecondeChance.org and the Software.

I hereby undertake to keep this synchronization active for the entire duration of the 25% commercial discount granted on the subscription.

I understand that the Provider reserves the right to suspend or cancel this delivery in the event of non-compliance with this commitment, without notice or compensation.

Thank you for acknowledging receipt of this email in return.

Kind regards,
[Name, First name]
[position]
[Contact details]

ANNEX - LIST OF FURTHER SUB-PROCESSORS

Last updated : 01/01/2026

In connection with the provision of its Services, the Provider engages the further sub-processors listed below, in accordance with Article 28 of the GDPR and Article 12-B of its Terms of Use. Each sub-processor provides sufficient guarantees regarding the implementation of appropriate technical and organizational measures.

Sub-processor	Purpose	Location
Hetzner Online GmbH	Data hosting and storage	Germany (UE)
Stripe Payments Europe Ltd	Payment processing	Irlande (UE)
Brevo (Sendinblue SAS)	Email and SMS sending, customer relationship management	France (UE)
smsMode (Calade Technologies)	SMS sending	France (UE)

The Provider informs its clients of any addition or replacement of a further sub-processor by updating this page, in accordance with Article 12-B of the Terms of Use. The last update date appears at the top of the page.