PREAMBLE

By using the Software, the User unconditionally accepts these Terms and Conditions of Sale (hereinafter “T&Cs”).

1. Definitions

• User: Any individual or legal entity that purchases, downloads, or uses the Software.
• License: The non-exclusive, non-transferable right to use the ATTUNEA Software under the conditions set forth herein.
• Supplier: The company ORTUSOFT, which markets and distributes the Software.

2. Scope of Application

These T&Cs define the terms of sale, support, and use of the ATTUNEA Software in SaaS mode, specifically developed for professional clients.

The Supplier reserves the right to modify these T&Cs at any time.
 Any modification will be notified to the User and shall take effect on the date specified in the notice of modification.

3. License Terms

3.1 Formation of the Sale

The sale of software licenses is considered final once:

• A formal offer has been duly accepted and signed by the Client (representing the Client’s Purchase Order); and
• The Supplier has provided written acceptance of the order, evidenced by the issuance of an invoice.

3.2 License Duration

The Supplier grants the User a license to use the Software for the subscription period selected (6  months, 1 year, 2 years, or 3 years).

3.3 Types of Licenses

Three types of licenses are available:

• Standard version
• Essential version
• Enterprise version

3.4 Automatic Renewal

The purchase order constitutes a contract with automatic renewal on the anniversary date of the license term, according to the Client’s initial subscription period.

The contract shall automatically renew under the same terms and conditions unless expressly terminated by either party at least one week prior to the renewal date.

During the 30-day period preceding the automatic renewal, the Client may freely cancel by sending a written notice by registered mail and/or by email to:
 contact@attunea.com

4. Payment Terms

The User must pay the amount indicated at the time of subscription to the Software, depending on the selected License type and the number of users authorized to access it, as specified in the purchase order.

Prices are agreed upon mutually between the Supplier and the Client, depending on the number of users and the chosen Software version.

Prices may be revised annually, subject to a 30-day notice sent to the Client.

4.1 Payment Deadlines

The price is payable in full according to the payment schedule agreed in the purchase order upon receipt of the Supplier’s invoice, including VAT applicable on the date of invoicing.

The total cost of the Service shall be defined in the Purchase Order.

5. Software Warranty, Technical Support, and Updates

5.0 General Warranty

The User acknowledges that the Software is provided “as is” by the Supplier, without any other express or implied warranty, including but not limited to merchantability, suitability, innovation, or fitness for a particular purpose.

5.1 Technical Support

During the contract term, the Supplier shall provide email-based assistance for issues related to anomalies, installation, operation, or use of the Software.

Support hours: Monday to Friday, 9:00 a.m. to 5:00 p.m. (excluding public holidays).

Support is provided through a ticketing system or by email, as specified in the technical and financial proposal.

Requests received outside these hours will be handled the next business day at 9:00 a.m.

The list of persons authorized to access support is defined by the Client at contract signing and may be modified upon request.

The Supplier undertakes to provide technical support throughout the subscription period.

5.2 Support Exclusions

Support does not include assistance with the Client’s IT environment (computers, printers, internet connection, etc.).

5.3 Corrective Maintenance

Corrective maintenance covers the correction of any defect or bug that affects the proper functioning of the Software.

The Supplier shall use all reasonable means to ensure service continuity and maintain the Software in good working order.

The Client must report any anomaly with as much detail as possible.

Approximate response times from receipt of the report:

• Blocking anomaly: 2 to 12 working hours
• Major anomaly: 12 to 24 working hours
• Minor anomaly: 24 to 72 working hours

The Supplier guarantees 99.9% uptime availability of the Software.
 Average server response time: 500 milliseconds.

The Supplier is not obliged to perform corrective actions in the following cases:

• Client’s refusal to cooperate in issue resolution;
• Misuse or unauthorized modification of the Software;
• Client’s failure to meet contractual obligations;
• Integration of incompatible third-party software;
• Communication network failures or internet outages;
• Acts of vandalism, sabotage, or deliberate damage.

5.4 Evolutionary Maintenance

Evolutionary maintenance covers updates and improvements of existing features.

The Supplier alone determines the scope, content, and frequency of updates.

Updates may be provided free of charge when included in the subscription plan.

Support may be provided by email, telephone, or online chat.

6. Confidentiality and Personal Data

The User agrees that the Supplier may collect and process personal data in accordance with its Privacy Policy.

The Supplier undertakes to maintain the confidentiality of all User-related information and to ensure data security in compliance with applicable Tunisian regulations.

7. Liability

The Supplier shall not be held liable for any direct or indirect damages resulting from the use of the Software, except in cases of gross negligence or willful misconduct.

The Supplier’s liability is limited to the total amount paid by the User for the Software license during the subscription period.

The Supplier shall not be held liable for damages resulting from use of the Software for purposes other than those intended.

8. Usage Rights and Access

In consideration of full payment under clause 4.1, the Supplier grants the Client the following access rights:

• Administrative and user access to the Software, within the limits of the technical and commercial offer;
• User access limited to the number of users defined by the Client in the offer.

9. Data Hosting

Client data is hosted in France by OVH, acting as subcontractor.

The Client may access OVH’s General Terms and Security Policy upon request.

The Client acknowledges that the characteristics of this hosting service meet its requirements.

10. Data Backup

The Client is informed that all data stored on ATTUNEA is backed up daily to a private storage space, for the entire duration of the contract.

11. Intellectual Property

The Software remains the exclusive property of the Supplier.

All trademarks, copyrights, and other intellectual property rights associated with the Software belong to the Supplier or its partners.

The Software may not be assigned, transferred, or sublicensed without prior written consent from the Supplier.

The Supplier guarantees the User against any infringement claims, provided the User promptly notifies the Supplier in writing and has not modified the Software.

The User:

• May use the Software solely for its own business needs;
• Shall not distribute, share, or make the Software available to third parties;
• Shall not modify, adapt, or develop competing software;
• May only make necessary backup copies for operational security.

Use or reproduction of the Software name or logo is prohibited without prior written authorization from the Supplier.
 The same applies to the name and logo of ORTUSOFT.

12. Termination

In case of a breach of obligations by the User, the Supplier reserves the right to suspend or terminate access to the Software after a 30-day written notice remains unremedied.

No refunds shall be issued, and all amounts due remain payable up to the termination date.

13. Force Majeure

The Supplier shall not be liable for failure to perform due to force majeure — meaning any unforeseeable, unavoidable, and external event beyond the parties’ control.

Such events include but are not limited to:

• Strikes or labor disputes,
• Wars, riots, terrorism,
• Natural disasters (floods, earthquakes, fires, etc.),
• Major IT failures, cyberattacks, network disruptions,
• Governmental or administrative decisions,
• Epidemics or pandemics and related restrictions.

If a force majeure event occurs, the Supplier shall provide evidence of it and take reasonable measures to mitigate its effects.

The contract may be suspended for the duration of the event.

If the event persists for more than 90 consecutive days, either party may terminate the contract without penalty upon written notice.

14. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of Tunisia, without regard to its conflict of law principles.
Any dispute shall fall under the exclusive jurisdiction of the competent courts of Tunisia.

15. Client Acceptance

The Client expressly acknowledges having read, understood, and accepted these T&Cs in full, thereby waiving the right to rely on any conflicting document, including its own purchasing conditions, which shall be deemed unenforceable against the Supplier.