General Terms of Sale and Subscription

1. Purpose and scope

These General Terms of Sale and Subscription (the "GTS") govern the supply by VenteGrid, for consideration, of the right to use the MonGerant software, the related options and the associated onboarding services.

They apply to every subscription, whatever the channel: online, by accepted quotation, by purchase order, by exchange of emails, or verbally followed by a start of performance.

These terms prevail over any conflicting document issued by the Customer, including its general purchasing conditions. Any derogation requires a writing signed by VenteGrid.

2. Contract documents

The agreement consists of the following, in decreasing order of precedence in the event of conflict:

1. the special conditions or accepted quotation, if any;
2. these GTS;
3. the General Terms of Use;
4. the Privacy Policy;
5. the documentation and descriptions published on www.ventegrid.com.

Descriptions, screenshots and demonstrations are indicative and have no contractual value unless expressly restated in the special conditions.

3. Subscribing

The agreement is formed on the earliest of: the Customer's written acceptance of the quotation, validation of the online subscription, or receipt of the first payment by VenteGrid.

The Customer provides accurate and complete information about its identity, legal form, registration, address and the scope of its business. It bears the consequences of inaccurate information, in particular as regards the choice of plan and invoicing.

VenteGrid reserves the right to refuse a subscription, without having to give reasons, in particular in the event of a previous payment incident, suspected fraud, or where the Customer's business is incompatible with the Service.

4. Free trial period

VenteGrid offers a free trial period of three (3) months from the opening of the Account, with no subscription payment.

This period is offered once per business. VenteGrid may refuse a further trial period to a Customer, to a related company, or to any entity created in order to benefit from it again.

The trial covers the subscription only. Options and onboarding services (installation, training, setup) remain payable under articles 6 and 7.

During the trial period the Service is provided free of charge. Accordingly, and to the fullest extent permitted by applicable law, VenteGrid's liability is excluded in respect of that period, and no warranty of availability, performance or data retention is given.

At the end of the trial period, the Account moves to the subscription of the chosen plan. Failing payment, access is suspended under article 10, and the Account is then closed in accordance with article 13.

5. Plans and scope

The subscription is offered in plans determined by the size of the business, as published on www.ventegrid.com. As at the date of these terms, monthly prices are as follows:

All features described in the offer are included in every plan, apart from the options in article 6.

The Customer informs VenteGrid of any change in its scope. Opening an additional branch triggers a move to the corresponding plan, effective on the first day of the next billing period. A move to a lower plan takes effect at the same date and gives rise to no refund of the current period.

Annual payment. The Customer may opt for annual payment in advance, giving two (2) months free: ten (10) months paid for twelve (12) months of access. Annual payment is firm and final for the period subscribed; it gives rise to no refund, even partial, if terminated during the period, save where termination is attributable to VenteGrid.

6. Options

Options follow the subscription: they are billed on the same cycle and end with it.

The email sending option relies on third-party delivery services. VenteGrid does not guarantee actual delivery of messages, delivery times, or how recipient mail services classify them. The Customer is solely responsible for the content of messages sent from its Account, for the lawfulness of its sendings and for recipients' consent. Any use for unsolicited marketing is prohibited and justifies immediate suspension of the option.

The file storage option is provided within the volume and file-type limits announced. VenteGrid may refuse or delete any file that is manifestly unlawful, dangerous or unrelated to the Customer's business.

7. Onboarding services

These services are performed on mutually agreed dates and are payable in advance, unless otherwise agreed in writing. They are best-efforts obligations.

Their proper performance requires the Customer's cooperation: access to the premises, equipment in working order, electrical and network access, the presence of the people to be trained, and usable inventory data. Any delay, postponement at less than forty-eight (48) hours' notice, or wasted journey caused by the Customer may be charged at the rates in force. Travel outside the usual service area is charged in addition, on a quotation.

Data entered during setup is taken from the material supplied by the Customer, who warrants its accuracy and checks it. Data migration beyond the volume provided for is the subject of a separate quotation.

8. Prices, currency and taxes

Prices are expressed in CFA francs (FCFA). Payment is made in that currency, unless otherwise agreed in writing; in that case conversion is made at the rate on the invoice date and exchange and transfer costs remain payable by the Customer.

Prices are exclusive of tax. All taxes, contributions, duties, withholdings and levies applicable (in particular value added tax and excise duties on digital services) are payable in addition by the Customer, at the rate in force on the invoice date.

Where the regulations of the Customer's country impose a withholding at source, sums due to VenteGrid are grossed up so that it receives the amount it would have received had there been no withholding.

Bank charges, mobile payment operator fees and transfer costs are payable by the Customer.

9. Invoicing and payment

The subscription and options are payable in advance, at the start of each period, monthly or annual as chosen.

Accepted payment methods are those announced by VenteGrid, in particular mobile payment, bank transfer and cash payment against receipt. Payment is deemed made only when funds are actually and definitively received by VenteGrid; any unconfirmed, disputed or rejected payment is deemed not to have been made.

Invoices are issued and sent electronically, which the Customer expressly accepts.

The Customer may not set off sums it owes VenteGrid against any claim it holds or alleges against it, without prior written consent.

10. Late payment

Any sum unpaid when due gives rise as of right, without prior formal notice, to:

• immediate payability of all remaining sums due under the agreement, whatever their term;
• late payment interest at the statutory interest rate in force plus five (5) points, without the applied rate exceeding the maximum rate permitted by applicable law, running until payment in full;
• a fixed recovery cost indemnity of 25,000 FCFA, without prejudice to actual costs and fees incurred beyond that;
• VenteGrid's right to suspend access to the Service, in whole or in part, after a reminder has remained without effect for eight (8) days.

Suspension for non-payment does not suspend the Customer's obligations: the subscription continues to run and remains payable throughout the suspension. Reactivation follows payment in full and may give rise to reconnection charges.

After sixty (60) days of suspension for non-payment, VenteGrid may terminate the agreement as of right and close the Account, in accordance with article 13.

11. Term and renewal

The subscription is entered into with no minimum term, for an initial period of one (1) month or one (1) year as chosen, starting at the end of the trial period or on the subscription date.

It renews automatically for successive periods of the same length, unless terminated under article 12.

12. Termination

12.1 Termination by the Customer

The Customer may terminate its subscription at any time, without giving reasons and without compensation, by written notice to [email protected] or through the function provided in the Service.

Termination takes effect at the end of the current period already paid. Sums paid for that period remain due to VenteGrid and give rise to no refund, even partial, including where the Service has not been used.

12.2 Termination by VenteGrid

VenteGrid may terminate the agreement:

• as of right and without compensation, in the event of the Customer's breach of any of its obligations, eight (8) days after a formal notice has remained without effect, or immediately in the cases set out in article 8 of the GTU;
• as of right, in the event of non-payment under article 10;
• for convenience, on sixty (60) days' notice, refunding pro rata the prepaid, unused portion of the subscription, to the exclusion of any other compensation.

Termination, whatever its cause, immediately ends the right to use the Service and requires the applications to be uninstalled.

13. End of the agreement and return of data

Exports are provided in the standard formats offered by the Service. Reconstitution, conversion to a particular format or migration to other software are not included and may be quoted for separately.

It is for the Customer to keep, for the statutory period applicable to it, the records and documents needed to meet its accounting, tax and employment obligations. VenteGrid is not the custodian of the Customer's statutory records and assumes no retention obligation in that respect beyond the periods set out in this article.

VenteGrid may retain, beyond that period, only such data as is necessary to meet its own legal, accounting and tax obligations and to establish, exercise or defend its rights, under the conditions set out in the Privacy Policy.

14. No right of withdrawal

As the agreement is concluded between businesses for the purposes of the Customer's activity, the Customer has no right of withdrawal, no cooling-off period and none of the guarantees specific to contracts concluded with consumers.

The Customer acknowledges having had, before any payment, a free three-month trial period allowing it to assess fully whether the Service suits its needs.

15. Warranties and liability

The scope of warranties, the exclusions and the limitation of VenteGrid's liability are set out in articles 9, 10, 12, 16 and 17 of the General Terms of Use, which form an integral part of the agreement and to which express reference is made.

The prices granted reflect this allocation of risk, which is a decisive condition of VenteGrid's consent. It is for the Customer to take out the insurance covering its business and the operating risks it wishes to cover beyond that.

16. Claims

Any dispute concerning an invoice must be sent in writing to VenteGrid within thirty (30) days of its issue, stating the items disputed and the reasons. After that period, the invoice is deemed accepted without reservation.

A dispute does not excuse payment of undisputed sums, which remain payable when due.

Any reservation about an onboarding service must be made in writing within eight (8) days of its performance.

17. Non-solicitation of staff

The Customer shall not engage or employ, directly or through an intermediary, any VenteGrid staff member involved in performing the agreement, during its term and for twelve (12) months thereafter, without VenteGrid's prior written consent.

In the event of breach, the Customer shall pay VenteGrid a fixed indemnity equal to twelve (12) months of the gross remuneration of the staff member concerned.

18. Price and terms revision

VenteGrid may revise its prices. Any increase applying to an existing Customer is notified at least sixty (60) days before it takes effect, by email or by a notice displayed in the Service.

A Customer who rejects the new price list may terminate its subscription before the effective date, without compensation; this is its sole remedy. Failing termination, the new price list applies as of right from the next billing period.

These GTS may be amended on the same conditions. The version applicable to a billing period is the one published on www.ventegrid.com on the first day of that period.

19. Miscellaneous

19.1 Severability

If any provision of these terms is held void, unwritten or unenforceable by a court or competent authority, in particular by reason of a mandatory rule of the law of the country where the Customer operates, it shall be deemed struck out or, where the law permits, reduced to the maximum permissible extent, without affecting the validity of the remaining provisions, which shall remain in full force.

19.2 Force majeure

Article 19 of the GTU applies to these terms.

19.3 Retention of title and rights

The right to use the Service accrues to the Customer only once all sums due have been received in full. No intellectual property is transferred under these terms.

19.4 Assignment

The Customer may not assign the agreement without VenteGrid's prior written consent, including on a sale of its business or going concern.

19.5 Survival

The provisions on intellectual property, confidentiality, limitation of liability, Customer indemnity, time limits for claims, governing law and disputes survive the end of the agreement, whatever its cause.

19.6 Confidentiality

Each party undertakes not to disclose the other's confidential information that comes to its knowledge in connection with the agreement, during its term and for three (3) years thereafter, save where required by law or by order of a competent authority.

20. Governing law and disputes

The parties, both businesses, acknowledge that this clause is a decisive condition of their undertaking.

Only the French version is authoritative. This translation is provided for convenience.