Open Flux – General Terms of Use of MySolutionConnect

Article 1 – Preamble

Open Flux (the “Service”), provided by MySolutionConnect, is designed to meet the needs of a wide range of professional users.

In accordance with its duty to inform and advise, MySolutionConnect has made available to the Client a commercial proposal and/or documentation describing the Service, which the Client acknowledges having reviewed. Based on this information, it is the Client’s responsibility to ensure that the Service is suitable for its own needs. To this end, prior to accepting the Contract, the Client may request additional information and/or an additional demonstration of the Service. Failing such a request, the Client acknowledges having been sufficiently informed.

Any specifications or requirements document prepared by the Client shall not be taken into account by MySolutionConnect under the Contract unless expressly validated by MySolutionConnect prior to signature and attached as an annex. Any customization of the Service to meet the Client’s specific needs may only be provided under a separate agreement not governed by these General Terms of Use.

The Client is informed that the implementation services offered by MySolutionConnect are necessary for the proper use of the Service. It is therefore the Client’s responsibility, in light of its needs, to assess whether or not to subscribe to such services.

Article 2 – Definitions

For the purposes of these Terms, the following definitions apply:

Client: The legal or natural person contracting with MySolutionConnect within the scope of its professional, commercial, industrial, craft, or liberal activity.

Contract: Refers to either:

• The contractual set composed of the “Ordered Items”, the “Order Form”, the SEPA Mandate where applicable, these General Terms of Use, and the Technical Requirements; or
• The online order validated by an authorized representative of the Client, including the ordered items, quantities, prices, the SEPA Mandate where applicable, these General Terms of Use, and the Technical Requirements.

The General Terms of Use and the Technical Requirements are available on the MySolutionConnect website (https://www.mysolutionconnect.com) and may be provided to the Client upon request, in accordance with Article L441‑6 of the French Commercial Code.

Documentation: User documentation provided by MySolutionConnect, including online help.

Client Data: Any information (including Personal Data) for which the Client is responsible and which it enters, transmits, or processes through the Service.

Personal Data: Personal data within the meaning of applicable European and national legislation, including Regulation (EU) 2016/679 (GDPR).

SEPA Mandate / SEPA Business-to-Business Mandate: The SEPA direct debit authorization form, in paper or electronic format.

Updates: Improvements or corrections to the standard application services accessible through the Service, including bug fixes, provided as part of Support.

Technical Requirements: Hardware and software prerequisites defined by MySolutionConnect and required for access to the Service.

User Workstation: The Client’s hardware and software environment used to access the Service, which must comply with the Technical Requirements.

Services: Implementation services (analysis, configuration, training) subscribed under separate terms.

RUM: The unique SEPA Mandate reference.

SEPA: The Single Euro Payments Area.

Support: Assistance for the use of the Service and standard application services.

Users: Authorized individuals or systems accessing the Service for professional use.

These definitions apply in both singular and plural.

Article 3 – Acceptance of the Contract

The Client is deemed to have read and accepted the Contract as defined in Article 2 without reservation.

The Contract is formalized by signing the Order Form and/or the SEPA direct debit authorization, or by validating the online order referencing these General Terms of Use.

Any modification to these Terms must be expressly agreed and signed by both Parties. Otherwise, any alteration to the pre‑printed parts of the Contract is null and void.

For remote acceptance, the Client acknowledges that documents signed by its representatives and received by MySolutionConnect constitute valid written evidence.

Electronic acceptance has the same evidential value as a paper signature. Electronic records stored under reasonable security conditions constitute proof of communications between the Parties. Contractual documents are archived on a reliable and durable medium.

Article 4 – Purpose

MySolutionConnect agrees to provide the Client with access to the Service under the conditions set out in these General Terms of Use.

PROVISIONS RELATING TO THE SERVICE

Article 5 – Right of Access to the Service

5.1 Access Rights

In exchange for the subscription fee indicated in the Order Form or online order, MySolutionConnect grants the Client a right of access to the Service, limited where applicable to the number of Named Users or other usage units (quantities, thresholds, limits) specified in the Order Form or online order.

5.2 Named Users

A “Named User” refers to:

• A natural person designated by the Client with personal login credentials; and/or
• A logical or physical system accessing the Service (workstation, mobile device, etc.).

Access is granted exclusively for the Client’s professional needs.

5.3 Intellectual Property

MySolutionConnect holds all intellectual property rights relating to the Service or has obtained the necessary rights from third parties. The Contract grants no ownership rights to the Client.

5.4 Restrictions

The Client shall not:

• Use the Service in a manner inconsistent with its intended purpose;
• Reverse engineer the Service to develop a competing product;
• Copy or reproduce functionalities or graphical elements.

5.5 Client Responsibilities

The Client agrees to:

• Use the Service solely for professional purposes;
• Ensure Users comply with the Contract;
• Be solely responsible for the accuracy, integrity, and legality of Client Data;
• Not store or transmit unlawful, defamatory, obscene, or non‑professional data;
• Not distribute, rent, or make the Service available to third parties;
• Not disrupt the integrity or performance of the Service;
• Not attempt unauthorized access.

Article 6 – Service Execution

6.1 Client Responsibilities

The Client is solely responsible for:

• Protecting its workstations, systems, and passwords;
• Complying with the latest Technical Requirements;
• Choosing and maintaining its telecommunications provider;
• Appointing an administrator as the main contact for MySolutionConnect;
• Ensuring secure use of login credentials;
• Errors made by its personnel.

MySolutionConnect is not responsible for the nature or use of Client Data, nor for the quality of telecommunications networks.

6.2 Exclusions

The Service does not include:

• Installation or maintenance of the Client’s infrastructure;
• Resolution of issues caused by user errors;
• Implementation Services.

6.3 Warranty

MySolutionConnect warrants that the Service conforms to its Documentation.

It does not warrant that the Service is error‑free but will correct reproducible malfunctions with reasonable diligence.

No warranty is provided regarding the suitability of the Service for the Client’s specific needs.

6.4 Industrialization Policy

MySolutionConnect remains free to modify or evolve the Service, provided such changes do not reduce its contractual commitments.

6.5 Legal and Technical Evolutions

MySolutionConnect will update the Service to comply with new legal requirements, unless such updates require rewriting substantial parts of the application.

Technological evolutions may require updates to the Technical Requirement

Article 7 – Client Data

7.1 Data Location

Client Data is hosted exclusively in France unless otherwise agreed.

If the Client collects or transfers Personal Data from or to another country, it is responsible for ensuring compliance with applicable laws and implementing appropriate safeguards.

MySolutionConnect will not relocate hosting outside France without prior Client approval.

7.2 Non‑Use of Client Data

Except as provided in Article 7.3, MySolutionConnect shall not use, modify, transfer, or disclose Client Data.

7.3 Statistical Use

MySolutionConnect may use Client Data strictly for:

• Billing,
• Usage statistics,
• Explanations regarding Service performance.

It may also compile anonymized, aggregated statistics, retaining all intellectual property rights over such results.

7.4 Data Protection Compliance

The Client acts as Data Controller and is solely responsible for compliance with GDPR and applicable national laws.

MySolutionConnect acts as Data Processor and processes Personal Data only on documented instructions from the Client.

The Client must carry out all required notifications, authorizations, and compliance measures.

Article 8 – Service Security

8.1 Security Management

MySolutionConnect implements industry‑standard measures to ensure physical and logical security of its servers and networks.

Each Party must promptly notify the other of any security incident.

8.2 Application Security

Access to the Service is restricted to authorized persons.

8.3 Secure Connections

All connections must be encrypted (e.g., HTTPS/TLS, SFTP/SSH).

8.4 Data Security

MySolutionConnect shall:

• Not copy Client Data except as necessary;
• Not use Client Data for purposes other than the Contract;
• Not disclose Client Data except where legally required;
• Ensure strict segregation between Client Data and other clients’

Article 9 – Duration

Unless otherwise stated, the Service is subscribed for twelve (12) months and is renewed annually by tacit renewal.

Non‑renewal requires three (3) months’ prior notice by registered letter.

Activation of optional services does not modify the duration.

Article 10 – Service Termination

Upon expiry or termination, access to the Service is closed on the last day of the subscription or on the termination date.

Article 11 – Financial Provisions

11.1 Prices

Prices are indicated in euros, excluding VAT.

11.2 Setup Fees

Setup fees are invoiced upon installation and payable immediately.

11.3 Service Fees

Unless otherwise stated:

• Subscriptions are invoiced annually in advance;
• Services are invoiced monthly in arrears.

11.4 Late Payment

Late payment penalties apply at three times the legal interest rate.

11.5 Recovery Costs

A fixed €40 recovery fee applies, plus additional justified costs where applicable.

11.6 Suspension

MySolutionConnect may suspend the Service 15 days after an unpaid formal notice.

11.7 Unpaid Fees

Bank rejection fees are borne by the Client.

11.8 Price Revision

Prices may be revised annually, capped at 1.5 times the SYNTEC index variation.

Article 12 – Cooperation

The proper performance of the Contract requires active and continuous cooperation between the Parties.

Each Party agrees to:

• Actively fulfil its obligations;
• Avoid conduct that may hinder the other Party;
• Provide necessary information in a timely manner;
• Notify the other Party of any difficulties.

The Client must provide all necessary information and maintain sufficiently trained Users.

Article 13 – Termination

13.1 Termination for Breach by MySolutionConnect

The Client may terminate the Contract if MySolutionConnect fails to meet the availability rate specified in the Service Booklet for three consecutive months, unless MySolutionConnect remedies the breach.

Termination takes effect three (3) months after receipt of the notice.

13.2. Termination by MySolutionConnect

MySolutionConnect may request the automatic termination of this Contract by sending a registered letter with acknowledgment of receipt in the event of the Client’s breach of its obligations under Articles 5, 7.4, 12 and 16, without prejudice to any damages.

Termination of this Contract shall take effect one (1) month after receipt of the letter sent by MySolutionConnect.

13.3. Termination by the Client

The Client may terminate the Service early by sending a registered letter with acknowledgment of receipt, without either Party owing compensation to the other. The termination letter must be addressed by the Client to MySolutionConnect.

Termination of the Service shall take effect six (6) months after the expiry of MySolutionConnect’s one (1)‑month notice period, in order to allow the Client sufficient time to implement an alternative solution.

Article 14 – Liability

14.1. Obligation of Means

Given the state of the art in its profession, MySolutionConnect undertakes to exercise all reasonable care in performing its obligations and is subject to an obligation of means.

14.2. Limitation of Direct Damages

MySolutionConnect shall only be liable for direct and foreseeable damages resulting from a breach of its contractual obligations.

If MySolutionConnect’s liability is established, the total cumulative compensation to which the Client may be entitled, for any cause whatsoever, shall be limited to the amount invoiced to the Client by MySolutionConnect during the twelve (12) months preceding the event giving rise to liability.

14.3. Exclusion of Indirect Damages

Under no circumstances shall MySolutionConnect be held liable, whether to the Client or to third parties, for any unforeseeable or indirect damages, whether material or immaterial, such as loss of business, loss of profit, loss of reputation, or any other financial loss resulting from the use or inability to use the Service, nor for any loss or deterioration of information for which MySolutionConnect cannot be held responsible.

Any damage suffered by a third party shall be considered indirect damage and shall not give rise to compensation.

14.4. Economic Balance

The Parties acknowledge that the price of the Contract reflects the allocation of risks and the economic balance agreed between them, and that the Contract would not have been concluded under these conditions without the limitations of liability set out herein.

The Parties expressly agree that these limitations shall continue to apply even in the event of termination or cancellation of the Contract.

Article 15 – Fraud Prevention

The Client warrants that it uses the Services provided by MySolutionConnect in compliance with applicable laws and regulations, particularly tax regulations.

If MySolutionConnect is held jointly liable by the tax authorities for reassessments resulting from the Client’s improper use of the Services, the Client undertakes to fully indemnify MySolutionConnect for all amounts claimed by the authorities.

Article 16 – Force Majeure

16.1. Definition

Neither Party shall be held liable for any failure to perform its contractual obligations if prevented from doing so by an event of force majeure as defined in Article 1218 of the French Civil Code.

Telecommunications or telecom operator malfunctions shall constitute force majeure events under this clause, provided they do not originate from technical means implemented by MySolutionConnect.

16.2. Consequences

The Party invoking force majeure shall notify the other Party by registered letter with acknowledgment of receipt as soon as possible, indicating the occurrence of the event and the necessary extension of deadlines.

If the impediment is temporary, performance of the obligation shall be suspended until the Party invoking force majeure is no longer prevented from performing. The Party shall keep the other informed and use its best efforts to limit the duration of the suspension.

If the suspension lasts more than three (3) months, either Party may terminate the Contract without compensation by notifying the other Party by registered letter with acknowledgment of receipt.

If the impediment is permanent, the Contract shall be automatically terminated and the Parties released from their obligations under Articles 1351 and 1351‑1 of the French Civil Code.

Article 17 – Confidentiality

All information, data (including Client Data), deliverables and/or know‑how, whether or not protected by intellectual property rights, exchanged between the Parties or accessed during performance of the Contract, shall be considered confidential (“Confidential Information”).

Each Party undertakes to use Confidential Information solely for the performance of the Contract, to protect it, and not to disclose it to third parties other than employees, affiliates, or subcontractors who need to know it for the execution of the Contract, and who are bound by confidentiality obligations.

Confidentiality obligations shall not apply to information that:

(i) was already in the possession of the receiving Party without breach;

(ii) is or becomes public through no fault of the receiving Party;

(iii) is independently developed by the receiving Party;

(iv) must be disclosed by law or by order of a competent authority, or is necessary for legal defense.

The Parties shall comply with these obligations throughout the duration of the Contract and for five (5) years after its termination.

Upon termination or expiry of the Contract, each Party shall return or destroy all Confidential Information, unless otherwise agreed in writing.

Article 18 – Assignment

18.1. Assignment by the Client

The Client may assign the Contract, in whole or in part, whether for consideration or free of charge, only with the prior written consent of MySolutionConnect.

18.2. Assignment by MySolutionConnect

MySolutionConnect may freely assign or transfer the Contract without formalities.

Upon written notification of the assignment to the Client, MySolutionConnect shall be released from its obligations and shall not be jointly liable for performance by the assignee.

Article 19 – Miscellaneous

Failure by either Party to enforce any provision of the Contract shall not be interpreted as a waiver of that provision.

The Client agrees that MySolutionConnect may freely subcontract all or part of its obligations. MySolutionConnect remains solely responsible for the performance of subcontracted obligations.

The Contract prevails over any other document, including the Client’s purchase terms. Unless expressly stated otherwise, the terms of this document prevail.

If any provision is held invalid, the remaining provisions shall remain in force.

The Client authorizes MySolutionConnect to use its name and/or logo in commercial materials and press releases.

MySolutionConnect may reuse know‑how acquired during performance of the Contract and provide similar services to other clients.

MySolutionConnect reserves the right to charge the Client for time spent investigating incidents not caused by its Services.

Information generated by the Service shall be deemed accurate between the Parties unless proven otherwise.

MySolutionConnect undertakes to maintain professional liability insurance covering damages arising from performance of the Service.

The Parties acknowledge the risks associated with the Contract and waive the application of Article 1195 of the French Civil Code (unforeseeability).

Article 20 – Governing Law and Jurisdiction

THIS CONTRACT IS GOVERNED BY FRENCH LAW.

FAILING AMICABLE RESOLUTION, ANY DISPUTE SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF ROUEN, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD‑PARTY CLAIMS.