These General Terms and Conditions of Sale ("GTCS") govern the sale and supply by MADYIS SOFTWARE – FZCO ("Madyis") of SaaS services and related services (the "Services") to any natural or legal person acting as a professional (the "Client"). Together with the validated order, they form the contract binding the parties. Any subscription to the Services entails full, express and irrevocable acceptance of these GTCS, which prevail over any document issued by the Client. The GTCS applicable are those in force on the date of subscription, unless modified pursuant to article 20.

1. Preamble, parties and contractual articulation

MADYIS SOFTWARE – FZCO, a Free Zone Company registered at IFZA Business Park, Building A1, Dubai Digital Park, Dubai Silicon Oasis, United Arab Emirates, under licence number 68869, represented by Mr Michaël Delicado, General Manager (contact: contact@madyis.com, +34 642 815 656), operates a SaaS software solution for professionals in the beauty and wellness sector. These GTCS are articulated with: (i) the Terms of Service (ToS) governing access to the website and platform; (ii) the Privacy Policy governing the processing of personal data; (iii) where applicable, an attached Data Processing Agreement (DPA). In the event of any conflict, these GTCS prevail over the ToS for all matters relating to the commercial transaction, payment, term, refund and liability.

2. Definitions

For the purposes hereof: "Services" means the software functionalities provided by Madyis (white-label mobile app, professional dashboard/CRM, booking system, online payment, gift voucher generation, invoicing, related modules). "Subscription" means the recurring subscription to the Services for payment. "Billing Cycle" means the monthly or annual period for which the Subscription is invoiced. "Client Data" means all data entered by the Client or its users into the platform, ownership of which is retained by the Client. "Stripe" means Stripe Payments Europe Ltd, a payment service provider authorised under PSD2. "Client" means any professional subscriber, to the strict exclusion of any consumer within the meaning of the preliminary article of the French Consumer Code.

3. Order, acceptance and contract formation

The order is placed online via the Stripe Checkout payment flow. The conclusion of the contract is subject to: (i) the Client providing accurate information (legal entity, EU VAT number where applicable, contact details); (ii) the express acceptance of these GTCS by means of a separate, non-pre-ticked checkbox labelled "I have read and accept the Madyis General Terms and Conditions of Sale"; (iii) payment validation by Stripe, including strong customer authentication (SCA / 3-D Secure) at the first transaction. The acceptance of the GTCS is timestamped, associated with the Client's IP address, and retained by Madyis for ten (10) years as evidence. The exact version of the GTCS accepted is sent to the Client by email upon order confirmation, together with its version number and effective date.

4. Service description and plan levels

Madyis provides a hosted SaaS Service, accessible via the internet, comprising: (a) a white-label mobile application for the Client's end customers; (b) a professional dashboard (CRM); (c) an online booking and calendar management system; (d) an online payment module integrated with Stripe; (e) gift voucher generation and invoice issuance; (f) any additional module subscribed separately. The functional details, usage limits (number of users, transaction volumes, storage) and pricing plans are described on the pricing page of the website and in the order confirmation. Madyis reserves the right to evolve the functionalities of the Service, provided that this does not substantially alter the essential characteristics that determined the Client's consent.

5. Prices, VAT and reverse charge

Prices for the Services are expressed in euros (EUR) excluding tax. Applicable VAT regime: (i) Professional Client established in the European Union with a valid VAT number: invoicing under the reverse charge mechanism in accordance with Article 196 of Directive 2006/112/EC, the mention "VAT – reverse charge, Article 196 Directive 2006/112/EC" is shown on the invoice; (ii) Professional Client established in the United Arab Emirates: 5% UAE VAT applies; (iii) Professional Client established outside the EU and outside the UAE: invoicing at 0% as an export of services. Any tax, withholding tax, duty, contribution or mandatory levy due in the Client's country, other than Madyis VAT where applicable, remains the Client's sole responsibility. Madyis reserves the right to modify its prices; new pricing applies only to new Billing Cycles, with a 30-day prior notice sent by email, the Client being entitled to terminate before the renewal date if it refuses the change (article 8).

6. Payment terms (Stripe – PSD2/PSD3)

Payment is made exclusively by bank card via the payment service provider Stripe Payments Europe Ltd (Ireland), authorised under PSD2. Processing and storage of payment data may be partly carried out by Stripe Inc. (USA) under the EU-US Data Privacy Framework and the Standard Contractual Clauses 2021/914 of the European Commission. No banking data (card number, CVV) is stored by Madyis. The first payment triggers strong customer authentication (SCA / 3-D Secure). By subscribing, the Client enters into a Merchant Initiated Transaction (MIT) mandate authorising Madyis and Stripe to automatically debit the registered payment method at each Billing Cycle due date, until effective termination under article 8. The Client warrants having the legal capacity and banking authorisations required.

7. Payment default – B2B penalties (Article L. 441-10 French Commercial Code, Directive 2011/7/EU)

In the event of payment failure, rejection or default, Madyis reserves the right to suspend access to the Services without notice or compensation, until full regularisation. In accordance with articles L. 441-10 and D. 441-5 of the French Commercial Code and Directive 2011/7/EU as transposed into national legislation, any unpaid sum at its due date will, automatically and without prior formal notice, accrue: (i) late payment interest at the European Central Bank refinancing rate plus ten (10) percentage points; (ii) a flat-rate recovery indemnity of forty (40) euros per overdue invoice, without prejudice to additional compensation upon evidence where actual recovery costs exceed this amount; (iii) reimbursement of bank charges actually incurred by Madyis. Payment default persisting beyond eight (8) days following formal notice entitles Madyis to terminate the Subscription by operation of law pursuant to article 8.4.

8. Term, tacit renewal and termination

8.1. Term. The Subscription is concluded for the duration of the chosen Billing Cycle (monthly or annual). 8.2. Tacit renewal. The Subscription automatically renews for successive periods of the same duration, unless terminated by either party as set out below. Madyis notifies the Client by email, at least thirty (30) days before each annual renewal, of the upcoming due date and the option to terminate. 8.3. Termination by the Client. The Client may terminate at any time, either from its personal area or by email to contact@madyis.com. Termination takes effect at the end of the current Billing Cycle already paid. The sums paid for the current Cycle remain acquired by Madyis; no pro rata refund is due. The Client retains access until the end of the Cycle. 8.4. Termination by Madyis. Madyis may terminate the Subscription: (a) immediately and without notice for fraudulent behaviour, characterised diversion of the Service, breach of the anti-circumvention clause, proven infringement of intellectual property, chargeback definitively rejected by the bank or card network (article 19), or manifest and serious violation of applicable law; (b) after formal notice remaining without effect for eight (8) calendar days, for payment default or any other breach of these GTCS. In case (a), no refund is due; in case (b), Madyis may, at its sole discretion, return the pro rata of the unused Subscription.

9. Exclusion and express waiver of the right of withdrawal

9.1. Exclusively professional audience. The Services are intended exclusively for professionals acting directly within the scope of their main activity. By subscribing, the Client represents and warrants that it is acting as a professional within the meaning of the preliminary article of the French Consumer Code (and equivalents: Article 4 of Spanish Royal Legislative Decree 1/2007 – TRLGDCU, § 14 of the German BGB, etc.). 9.2. Legal exclusion. The right of withdrawal provided for consumers by Directive 2011/83/EU and its national transpositions (Articles L. 221-18 et seq. of the French Consumer Code, Articles 102 et seq. of the Spanish TRLGDCU, §§ 312 et seq. of the German BGB) does not apply to contracts between professionals. 9.3. Subsidiary express waiver. For the avoidance of doubt and as a precaution, the Client expressly acknowledges that the Services constitute: (i) digital content not delivered on a tangible medium within the meaning of Article L. 221-28 13° of the French Consumer Code and Article 103.m of the Spanish TRLGDCU, the supply of which begins upon actual receipt of payment; and/or (ii) a service fully performed with the Client's prior express consent, the execution of which is requested immediately, within the meaning of Article L. 221-28 1° of the French Consumer Code. On this dual basis, the Client expressly waives in advance and unreservedly any right of withdrawal that might subsidiarily be recognised.

10. Firm and non-refundable nature of sums paid

Sums paid to Madyis for Subscription periods already elapsed, together with activation fees, initial configuration, one-off training and any one-off services fully performed, are firm, final and non-refundable. With regard to the Billing Cycle in progress at the time of a termination request by the Client, the corresponding sums remain acquired by Madyis and the Client retains access to the Service until the end of that Cycle, in accordance with article 8.3. No request for refund, credit, set-off or rebate will be accepted on grounds of non-use, partial use, Client disinterest, change of activity, failure to terminate before renewal, loss of access attributable to the Client (lost credentials, account deletion) or any other cause not attributable to Madyis. The strictly limited exceptions set out in article 11 (SLA) and any mandatory legal provisions applicable to the Client remain reserved, in particular in case of a serious contractual breach attributable to Madyis (Articles 1217 et seq. French Civil Code, Articles 1101 et seq. Spanish Civil Code, §§ 280, 281, 323, 326 BGB).

11. Service level agreement (SLA) and limited compensation

Madyis commits to a target monthly Service availability rate of 99.5% ("uptime"), measured via an independent monitoring tool. In the event of total and continuous Service unavailability for more than eight (8) consecutive hours, or more than twenty-four (24) cumulative hours within the same calendar month, exclusively attributable to Madyis, the Client may request, in writing within thirty (30) days, a credit calculated pro rata to the duration of unavailability relative to the affected monthly fee, capped at one hundred percent (100%) of that monthly fee. Are expressly excluded from the unavailability calculation and from any compensation: cases of force majeure (article 17), scheduled maintenance notified at least twenty-four (24) hours in advance, failures of third-party providers (host, telecom operator, payment processor, identity provider, DNS provider, etc.), external cyberattacks, and any cause external to Madyis's information system. The credit constitutes the sole and exclusive remedy for the Client in case of unavailability, to the exclusion of any other damage, compensation, loss of profit, indemnity or interest.

12. Client obligations

The Client undertakes to: (i) use the Service in accordance with these GTCS, for its professional purpose and applicable law; (ii) keep confidential its login credentials and those of its users, and assume responsibility for any use made from its account; (iii) not attempt unauthorised access to the system, circumvent, decompile, reverse-engineer or massively extract data from it; (iv) not use the Service to store, transmit or distribute illegal, infringing, defamatory content, content infringing third-party rights or contrary to public order; (v) guarantee the accuracy and update of information provided at subscription and throughout the contractual relationship; (vi) comply with its own GDPR obligations towards its end customers (information, consent, exercise of rights); (vii) comply with the anti-circumvention and non-solicitation clause referred to in article 13 of the ToS.

13. Intellectual property

13.1. Madyis remains the exclusive owner of all intellectual property rights attached to the Service, its source code, interface, databases, trademarks, logos, content and documentation. No transfer of intellectual property to the Client is granted. 13.2. Madyis grants the Client, for the duration of the Subscription, a non-exclusive, non-transferable, non-sublicensable licence to use the Service, strictly limited to internal professional use. 13.3. The Client remains the owner of the data it integrates into the Service (Client Data) and grants Madyis, for the sole duration of the contract and strictly to the extent necessary to provide the Service, the rights of reproduction, hosting, processing and technical adaptation of such data. 13.4. The Client authorises Madyis to cite it (trade name, logo) as a commercial reference, unless expressly objected to in writing.

14. Personal data protection and GDPR sub-processing

14.1. Madyis processes personal data as a controller (data of the subscribing Client, billing, prospecting) and as a processor (data of the Client's end customers managed through the platform), in accordance with Regulation (EU) 2016/679 (GDPR) and applicable national law. 14.2. The terms, purposes, legal bases, retention periods and rights of data subjects are detailed in the Privacy Policy available at /politique-confidentialite. 14.3. As a processor, Madyis: (i) only processes Client Data on the Client's documented instructions; (ii) ensures the confidentiality of its staff; (iii) implements appropriate technical and organisational measures (encryption in transit and at rest, access control, logging, backups); (iv) uses sub-processors strictly necessary to provide the Service (notably Stripe for payment processing and a third-party transactional email service), the detailed list of which is available upon request at contact@madyis.com, and notifies the Client of any substantial change fifteen (15) days in advance; (v) assists the Client in complying with its GDPR obligations (response to rights requests, breach notification within 72 h, impact assessments); (vi) returns or deletes Client Data at the end of the contract under article 18. For Clients wishing a formalised DPA pursuant to Article 28(3) GDPR, a template is provided on request at contact@madyis.com.

15. Confidentiality

Each party undertakes to keep strictly confidential all documents, information, technical, commercial or financial data that it may become aware of in connection with the performance of the contract, and not to communicate it to any third party without the prior written consent of the other party, except for legal obligation or enforceable court decision. This obligation lasts throughout the contract and for a period of five (5) years after its termination.

16. Warranties and limitation of liability

16.1. Madyis provides the Service with diligence and according to industry standards. Madyis does not, however, warrant the complete absence of error, interruption or bug, nor that the Service will meet all specific expectations of the Client not contractually documented. 16.2. Liability cap. Madyis's overall liability towards the Client, on any grounds whatsoever, is expressly limited to the total amount excluding tax actually paid by the Client to Madyis under the twelve (12) months preceding the event giving rise to the damage. 16.3. Exclusion of indirect damages. Madyis shall in no event be liable for indirect damages, including loss of business, loss of profit, loss of revenue, loss of clientele, damage to image, or loss of data other than data duly backed up by Madyis under article 11. 16.4. Exceptions. The above limitations and exclusions do not apply in cases of intentional misconduct, gross negligence, bodily injury, or to any liability that cannot be limited or excluded by mandatory law applicable to the Client.

17. Force majeure

Neither party shall be liable for any breach of its obligations in the event of force majeure, understood within the meaning of Article 1218 of the French Civil Code and established European case law: an event beyond the reasonable control of the defaulting party, unforeseeable at the conclusion of the contract and unavoidable in its effects (natural disasters, wars, acts of terrorism, massive cyberattacks, legal or administrative lockdowns, pandemics imposing restrictions by authorities, failure of global infrastructure or an essential third-party provider). The obligations affected are suspended for the duration of the force majeure event, without penalty or damages. If the event persists beyond sixty (60) days, either party may terminate the contract without indemnity by written notice.

18. Reversibility and return of Client Data (EU Data Act 2026)

Upon termination of the contract, for any reason, Madyis shall make available to the Client, for a period of thirty (30) days, a complete export of its Client Data in an open, structured and commonly used format (CSV, JSON), in accordance with Regulation (EU) 2023/2854 on access to data and their use ("Data Act") applicable since 12 September 2025. Upon expiry of this period, Madyis shall proceed with the definitive deletion of Client Data from its production systems, subject to data retained under legal obligations (notably billing data retained for ten (10) years pursuant to Article L. 123-22 of the French Commercial Code) and data anonymised for statistical purposes. A deletion certificate may be issued upon written request.

19. Mandatory amicable procedure and anti-chargeback clause

Prior to any dispute initiated with its bank, card issuer ("chargeback"), Stripe dispute resolution procedure or court action, the professional Client undertakes to contact Madyis in writing at contact@madyis.com in order to seek an amicable solution in good faith, within a reasonable period of fifteen (15) business days. Any chargeback shall be qualified as abusive where it has been (i) definitively rejected by the bank, card network (Visa, Mastercard) or Stripe at the end of the dispute procedure, or (ii) initiated without prior amicable steps when the Service has been effectively provided. In either case, and as a penalty clause within the meaning of Article 1231-5 of the French Civil Code, the Client shall owe Madyis a flat indemnity of forty (40) euros excluding tax per abusive chargeback, covering the actual bank fees borne by Madyis (Stripe dispute fees and counter fees) and the administrative cost of handling, the parties acknowledging that this amount is proportionate to the foreseeable harm. Madyis may further suspend the Service and recover sums due by judicial means, at the Client's expense. This clause shall in no way affect the Client's right to dispute a payment with its payment services provider in accordance with Articles L. 133-18 et seq. of the French Monetary and Financial Code and Directives PSD2/PSD3; it merely governs the contractual consequences of a chargeback definitively recognised as unfounded.

20. Modifications to the GTCS

Madyis reserves the right to modify these GTCS at any time to reflect legal, regulatory, technical or commercial developments. Any substantial modification (price, term, liability, jurisdiction, Client rights) is notified to the Client by email at least thirty (30) days before its entry into force, together with the text of the new GTCS and their version number. Failing express acceptance of the new GTCS by means of a new checkbox proposed at the next login or due date, the Client may terminate without penalty before the entry into force of the new GTCS. Continued use of the Service after that date constitutes acceptance of the modified GTCS. Minor modifications (typography, drafting clarification) are simply notified without need for re-acceptance.

21. Applicable law, mediation and jurisdiction

21.1. Applicable law. These GTCS are governed by the laws in force in the United Arab Emirates, expressly subject to the mandatory laws and provisions applicable to the Client under its national law (notably, for Clients established in the European Union: Rome I Regulation (EC) 593/2008, mandatory national provisions on payment and protection of the professional Client). 21.2. Mediation. Before any court action, the parties agree to seek an amicable solution, possibly through conventional mediation. 21.3. Jurisdiction. Failing amicable resolution, the competent courts of Dubai (UAE) shall have sole jurisdiction over any dispute relating to the interpretation, performance or termination of these GTCS, without prejudice to Madyis's right to seise any competent court of the Client's domicile for protective measures, payment orders or recovery. The professional Client established in the European Union may alternatively, at its choice, seise the courts of Dubai or the competent courts of its own domicile for disputes relating to the performance of these GTCS.

22. Contact and final provisions

For any question regarding these GTCS, the Client may contact Madyis at contact@madyis.com or +34 642 815 656. Should any provision of these GTCS be deemed null, illegal or unenforceable by a final court decision, the other provisions shall retain full effect and the invalidated provision shall be replaced by a valid provision pursuing an equivalent economic purpose. The failure of Madyis to exercise a right or option arising from these GTCS shall not constitute a waiver of that right or option. These GTCS constitute the entire agreement of the parties concerning the sale of the Services and supersede any prior communication, representation or agreement on the same subject matter.