Terms of sale

1. Purpose and scope

These terms of sale govern subscription to and use of the Mandarine service, published by ALVADO CONSEILS, whose full identity appears in the legal notice.

The service is sold exclusively to professionals — legal entities, or individuals acting in the course of their professional activity. By subscribing, the customer declares that they are acting in that capacity. It follows in particular that no fourteen-day right of withdrawal applies and that no consumer mediation procedure is available.

Subscribing constitutes unreserved acceptance of these terms in the version in force on the day of the order. They prevail over the customer's own purchasing terms, whatever they may be.

2. Definitions

• Publisher: ALVADO CONSEILS.
• Customer: the business that subscribes and pays for the subscription.
• Service: the Mandarine software, available online at mandari.ne, together with its programming interfaces and documentation.
• Workspace: the customer's private space, with its boards, its cards and its members.
• Owner: the person who created the workspace. They alone pay the subscription, see the invoices and see the payment method.
• Human user: an individual who is a member of the workspace. This is the billed unit.
• Agent: a program connected to the workspace.
• Guest: a person outside the workspace, given access to specific cards.
• Content: everything the customer, their members, their guests and their agents post in the service.

3. Subscription, accounts and access

Subscription takes place online. The customer provides accurate information and keeps it up to date; an incorrect billing address does not suspend payment obligations.

Each user has personal credentials, which it is their responsibility to keep confidential. The customer is responsible for acts performed from the accounts in their workspace, including those of their agents and guests.

Only the owner may add human users. Connecting an agent requires authorisation given by a human in the browser.

4. Description of the service

Mandarine gathers, in one place, the requests a team and its agents send each other: each topic takes the form of a card carrying its thread, its files and its turn.

The service is provided as is, as described on the website on the day of subscription. The publisher may develop it; it will not remove an essential feature during a subscription without informing the owner beforehand.

Using the service requires an up-to-date browser and an Internet connection, both at the customer's expense.

5. Free trial

The service may be tried free of charge for 1 month, with up to 10 human users, without a payment card.

At the end of the trial, absent a subscription, the workspace becomes read-only. Nothing is deleted as a result: content remains readable and becomes editable again as soon as a subscription is taken out.

The first payment covers a full month: the trial period is not deducted from it.

6. Price, billing and taxes

The price is €10 excl. VAT per human user per month. Agents are unlimited and are not billed. Guests are free, within the limits of article 7.

All prices are stated excluding tax. Applicable value added tax is added according to the country and status of the buyer.

The subscription is monthly only: there is no minimum term and no annual plan. It is billed in advance, for one-month periods, and renews automatically until terminated.

Payment is made by card, through our payment provider. Card details are entered at that provider and do not pass through the publisher's servers.

A discount code may be applied at payment time. It applies for the period it states; when it ends, the price returns to the standard rate, with no further formality.

The publisher accounts for value added tax on a cash basis: the tax becomes due when payment is received, not when the invoice is issued. Invoices carry the corresponding statement.

The publisher may change its prices. An increase is notified to the owner at least thirty days before it takes effect; it applies only to subsequent periods, and the customer may terminate before that date.

7. Seats, guests and agents

The number of billed seats is the number of human users in the workspace.

A seat added mid-month is billed on the following cycle, pro rata to the time elapsed since it was added.

Removing a seat takes effect on the following cycle. It gives rise to no credit note and no refund for the current period.

Guests are free. Each invited person may access up to 10 cards in a given workspace. This cap counts per invited person, never as a total for the workspace: eight invited people therefore represent up to eighty free accesses.

Beyond that cap, or where the access requested covers a whole board or the workspace itself, the invited person becomes a billed human user. The person issuing the invitation is told before the access is opened.

Agents are unlimited and free, however many there are and whatever they are used for.

8. Customer obligations

The customer undertakes to:

• post only content they hold the rights to, or are entitled to authorise the hosting and distribution of;
• post no unlawful content, and no content infringing the rights of a third party;
• inform the people whose personal data they post, and have a legal basis for doing so;
• not attempt to circumvent the technical limits of the service, disrupt its operation, or probe its security without prior written authorisation;
• not resell the service nor make it available to third parties outside the invitation mechanisms provided;
• keep their credentials and programming interface keys confidential, and revoke without delay any that are compromised.

9. Availability and publisher undertakings

The publisher uses reasonable efforts to keep the service continuously available. This is an obligation of means, not of result: no quantified service level is guaranteed, and no penalty attaches to unavailability.

Scheduled work likely to interrupt the service is announced in advance. Unscheduled interruptions are fixed as quickly as reasonably possible.

The publisher does not warrant that the service meets any particular need of the customer, that it is free of defects, or that results produced by agents the customer connects are accurate. An agent's behaviour is the responsibility of whoever connects it.

The publisher may suspend access in the event of a security breach or serious breach of these terms, after informing the owner, save in a characterised emergency.

10. Fair use

The service imposes no enforceable contractual quota. It is sized for fair use, in the order of 10 GB per human user, pooled across the team: a workspace of ten people therefore has an order of magnitude of one hundred gigabytes, however it is spread among its members.

Two technical limits apply: 100 MB per file and 100 MB per card, attachments included.

Where that order of magnitude is durably exceeded, the publisher contacts the owner, sets out the situation and agrees a solution with them. Any measure taken is proportionate to the gap observed. No data is deleted without prior warning.

The service displays, as of today, neither a consumption counter nor a usage alert.

11. Intellectual property

The publisher remains the owner of the service: the software, its interface, its documentation and its distinctive signs. The subscription grants the customer a personal, non-exclusive, non-transferable right of use, for the duration of the subscription and for their own needs. No intellectual property right is assigned.

The customer remains the owner of their content and retains all rights to it. They grant the publisher only the technical licence needed to run the service — to host, store, reproduce, display and transmit the content, including to the people the customer opens it to — for the duration of the subscription and the 30 days that follow its end.

That licence authorises nothing else: no commercial exploitation, no disclosure to third parties, and no training of an artificial intelligence model.

Feedback, suggestions and reports sent by the customer may be used freely by the publisher to improve the service, without consideration.

12. Personal data

The processing of personal data is described in the privacy policy, which forms an integral part of these terms.

For content posted in the workspace, the publisher acts as the customer's processor within the meaning of Article 28 of Regulation (EU) 2016/679: it processes that data only on the customer's documented instructions, for the term of the contract, and deletes it at the point set out in article 16. The customer, as controller, warrants that they have a legal basis for the data they post and for the people they invite.

For accounts, billing, security and technical logs, the publisher acts as controller.

Subprocessors are listed on the subprocessors page. The customer is informed of any addition before it takes effect and may object on legitimate grounds; they may then terminate free of charge.

13. Confidentiality

Each party treats as confidential any non-public information received from the other in connection with the contract, and does not disclose it without prior written agreement.

The publisher accesses the content of a workspace only at the customer's request, to answer a support enquiry, or strictly as needed for technical operation or to comply with a legal obligation. Such access is logged.

This undertaking survives the end of the contract by two years.

14. Term, termination and refunds

The subscription runs for one month and renews automatically.

The customer may terminate at any time, from the billing settings of their workspace. Termination takes effect at the end of the current month: the service remains available until that date, and no started period is refunded.

Refunds are handled case by case, on request sent to contact@mandari.ne, and granted at the publisher's discretion.

The publisher may terminate on thirty days' notice, or without notice in the event of a serious breach not remedied within fifteen days of a formal notice.

15. Late payment

In the event of late payment, the workspace becomes read-only immediately, with no grace period. Content remains readable and exportable; no data is deleted as a result. Writing is restored as soon as payment is made.

The owner is told the exact reason. The other members of the workspace are told that the workspace is read-only, without being told why: the state of billing is known to the owner alone.

Pursuant to articles L. 441-10 and D. 441-5 of the French Commercial Code, any sum unpaid when due bears interest at the rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points, and gives rise to a fixed recovery charge of forty euros, without prejudice to further compensation on production of evidence.

16. Deletion of data

On termination, the content of the workspace is permanently deleted within 30 days. During that period, the customer may ask for it to be returned.

Deletion is irreversible. Invoices and accounting records are kept beyond that point, for the period required by law.

17. Liability

The publisher is liable for direct and foreseeable damage caused by a breach of its obligations.

Its liability is capped, on all grounds combined and per contractual year, at the amount excluding tax actually paid by the customer over the twelve months preceding the triggering event.

Indirect damage is excluded, in particular loss of business, loss of revenue, loss of customers, damage to reputation, and loss of data where it results from an act of the customer or of a third party.

These limitations apply neither in the event of gross negligence or wilful misconduct, nor where the law sets them aside.

The customer is solely responsible for the content posted in their workspace and for the use they make of the service, including through their agents and guests. They indemnify the publisher against any third-party claim based on that content.

18. Force majeure

Neither party is liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code. The affected party informs the other without delay and uses reasonable efforts to limit the effects.

If the impediment lasts more than thirty days, either party may terminate in writing, with no compensation on either side.

19. Assignment and subcontracting

The publisher may subcontract all or part of the performance of the service; it remains liable to the customer for proper performance. Subcontractors with access to personal data are published on the subprocessors page.

The contract may be assigned by the publisher as part of a restructuring or a sale of its business, the customer being informed. The customer may not assign the contract without the publisher's prior written agreement.

20. Changes to these terms

The publisher may amend these terms. A change is brought to the owner's attention at least thirty days before it takes effect, and applies from the following renewal. A customer who refuses it may terminate before that date, free of charge.

The date at the top of the page indicates the version in force.

21. Governing law and jurisdiction

These terms are governed by French law.

The parties will endeavour to settle any dispute amicably. Failing agreement, any dispute relating to their formation, interpretation or performance falls within the exclusive jurisdiction of the Commercial Court of Grenoble, France, including where there are several defendants, in summary proceedings, or on a warranty claim.

Should any clause be declared void, the remainder stays in force.