Terms of Service

These general terms of use (the "Terms") apply to any order placed by the Client with Adisa Lab and to any use of the Madata Solution. The choice of Applications and the associated prices are stated on the Order Form. Unless expressly agreed otherwise, signed and stated on the Order Form or service contract, the Terms exclude any other general and/or particular conditions of the Client. By signing the Order Form, the Client's representative confirms that they hold the authorisations and powers required to validly bind the legal entity they represent.

Capitalised terms are defined as follows: • "Adisa Lab" or the "Publisher": means Adisa Lab, a company incorporated under Ivorian law, registered with the Abidjan Trade and Personal Property Credit Register under number RCCM CI-ABJ-03-2026-B12-05009, publisher of the Madata Solution, or any legal successor. • "Order Form": means the order form signed by the Client. • "Terms": means the present general terms of use of the Solution. • "Client": means the natural or legal person who has entered into a Contract. • "Contract": means the contractual whole formed by the Order Form and the Terms. • "Data": means all data (notably financial, accounting or other) managed within the Solution. • "Madata": means the Solution published by Adisa Lab. • "Platform": means the "cloud" platform accessible at https://madata.africa or any other URL designated by Adisa Lab for that purpose. • "Services": means the consulting services that may be provided by Adisa Lab. • "Application Services": means the features offered in SaaS mode by Adisa Lab to Users through the Platform. • "Solution": means the whole formed by access to the Platform and use of the Application Services. • "User": means any person placed under the Client's authority and authorised to access the Solution.

The purpose of the Terms is to define the terms and conditions applicable to the Solution. In return for payment of the price, the Provider grants the Client, who accepts: • A right of access to the Platform under the conditions defined below; • A right of end use of the Application Services, support and updates; • A set of Services defined below, including data hosting.

4.1. The rates applicable to use of the Platform and the Application Services are stated on the Order Form. Any amount is net and exclusive of taxes. 4.2. Unless otherwise agreed, invoices are payable within a maximum of thirty (30) days from their issue date. 4.3. Unless otherwise agreed, Adisa Lab’s performance of an Order Form is conditional upon its advance payment. 4.4. Adisa Lab reserves the right, each year on the anniversary of the Order Form taking effect, to amend its rates. 4.5. In case of non-payment, partial payment or late payment, Adisa Lab has the right to suspend access to the Solution and/or any Service delivery until full payment of the price. 4.6. Any amount unpaid at maturity will, as of right and without prior formal notice, give rise to late payment penalties calculated on the basis of three (3) times the legal interest rate. 4.7. No discount will be granted for early payment. Adisa Lab will be entitled to claim a fixed indemnity of 25,000 CFA francs to cover collection costs for any late payment. 4.8. If the Client's billing address changes, the Client shall promptly inform Adisa Lab.

5.1. The Client may connect at any time, except during maintenance windows, 24/7, including Sundays and public holidays. 5.2. After completion of the account opening formalities and payment of the price, the Client will be assigned a Client Account allowing the creation of User Accounts. 5.3. The Client and the User are responsible for keeping their credentials and passwords confidential. The Client alone is responsible for any abusive use of the credentials. 5.4. The Client is informed of the technical hazards inherent to the Internet. Adisa Lab may not be held liable for any unavailability or slowdown of the Solution.

6.1. The Client undertakes to use the Application Services for its own needs. In particular, it shall not: • Attempt to circumvent or access the security procedures of the Solution; • Bypass the usage limits of an account; • Attempt to test the vulnerabilities of the Platform; • Modify or attempt to modify the Application Services; • Introduce viruses, malware or any attack that may degrade the Solution; • Use data mining technologies, spiders, crawlers or screen scraping; • Attempt to access the Data of other Clients or Users. 6.2. The Solution is made available by Adisa Lab on an "as is" basis. Adisa Lab’s obligations are best-efforts obligations only.

7.1. Support First-level support to identify a Solution anomaly is provided by Adisa Lab, in charge of implementing and configuring the Solution at the Client's premises. 7.2. Updates Adisa Lab reserves the right, at its sole discretion, to modify the Solution made available to the Client, provided that such modifications do not substantially degrade system performance.

8.1. Ownership of the Solution Adisa Lab remains the sole owner of the Solution and of all related intellectual property rights. The Client benefits from no other prerogative than the use of the Solution under the terms of the Contract. 8.2. Ownership of the Data The Client remains the sole owner of the Data entered into the Solution. Adisa Lab undertakes to guarantee the confidentiality of the Client's Data.

The effective date and the initial term of the Contract are stated on the Order Form. Failing termination notified by registered mail at least three (3) months before the term, the Contract will be automatically renewed for an equivalent duration.

In the event of termination of a Client Account, the Client may request Adisa Lab to make its Data available, in a commonly used technical format (e.g., csv.), against reasonable compensation.

Adisa Lab’s liability is limited to direct damages, excluding any indirect damage (loss of customers, financial or commercial loss, loss or corruption of data). Any claim related to the Terms is barred after a three-month period from its discovery. Except in cases of wilful misconduct, gross negligence or bodily injury, Adisa Lab’s total liability is limited to one annual fee, all remedies combined.

The Contract may not be assigned in whole or in part by the Client. Adisa Lab reserves the right to assign the benefit of all or part of the Contract and may rely on subcontractors for which it remains responsible.

The parties cannot be held liable for the non-performance of their obligations if such non-performance is due to a case of force majeure. Beyond a suspension period of three (3) months, termination of the contract may be requested at the initiative of the most diligent party.

14.1. The Client is the Data Controller and designates Adisa Lab as Processor for processing personal data. 14.2. Adisa Lab undertakes to process the personal Data solely on the Client's documented instructions, and in no case for its own purposes. 14.3. Adisa Lab will ensure that any person authorised to process the Personal Data is subject to a confidentiality obligation. 14.4. Adisa Lab will implement appropriate technical and organisational measures to protect the Personal Data against any accidental destruction, loss, alteration or unauthorised disclosure. 14.5. The Client authorises Adisa Lab to sub-process the Processing of Personal Data, subject to a 30-day notice for any subsequent change of sub-processor. 14.6. In the event of a Security Incident, Adisa Lab will inform the Client without undue delay and will take all necessary measures to remedy the incident.

Adisa Lab undertakes to implement measures to ensure the confidentiality of the Confidential Information transmitted by the Client. The Client undertakes to respect the confidentiality of the information received from Adisa Lab. The confidentiality clauses will continue to bind the Parties for a period of five (5) years from the expiry or termination of the Contract.

The following Services may be provided by Adisa Lab to the Client: implementation, configuration, interfacing, development services, consulting missions, etc. Any order of Services will be subject to an Order Form signed by the Client describing the Services to be delivered, the pricing terms, the schedule and the acceptance conditions.

17.1. Entire agreement: The Contract constitutes the entire agreement between Adisa Lab and the Client. 17.2. Severability: If a clause of the Terms is declared void by a competent court, the other clauses will remain in force. 17.3. Order of precedence: In case of contradiction between the Order Form and the Terms, the provisions of the Order Form will prevail. 17.4. Access to data: The Client undertakes to give Adisa Lab the access required to the data to be processed. 17.5. Client logo: By signing the Order Form, the Client authorises Adisa Lab to use its logo on communication materials.

This contract is governed by Ivorian law, to the exclusion of any other law. In the event of a dispute relating to the interpretation, conclusion, performance or termination of this contract, the courts and tribunals of Abidjan will have sole jurisdiction.