These terms of sale (“Terms of Sale”) govern paid subscriptions to the ORILA service, published by C2SL (SAS with a share capital of 100 €, 6 rue Soutrane, 06560 Valbonne, RCS Grasse 892 281 510, VAT FR47 892 281 510). Any subscription to a paid offer implies full and complete acceptance of these Terms of Sale.
1. Purpose and scope
The Terms of Sale govern the sale of subscriptions to the Service between C2SL and the Client. The Service is intended for professionals acting in the course of their activity (companies, self-employed) and for non-professional legal entities (associations, clubs, committees), which also benefit from the protections described in article 8. This is not a sale to consumers.
2. Definitions
- Client: the professional subscribing to a subscription.
- Service: the ORILA application and its features.
- Subscription: the right of access to the Service for a determined duration and number of users.
3. Offers and characteristics
ORILA is offered under several plans: Free (without payment), Pro and Team. The characteristics of each plan are presented on the home page, in the “Pricing” section. The paid plans give access to all the features described for the plan concerned, for the number of users subscribed.
4. Prices
Prices are indicated excluding tax and per user; the VAT in force is added where applicable. Two plans are offered: a monthly subscription, without commitment, billed each month; and an annual subscription, paid in one instalment for twelve months, at a reduced rate. Prices may vary by country. C2SL reserves the right to modify its prices for a legitimate reason (changes to the Service, its costs or the applicable regulations), with at least thirty days' notice; a Client who refuses the change may terminate free of charge before it takes effect. The applicable rate is the one in force at the time of subscription or renewal, with modifications never applying to a period already paid.
5. Subscription
Subscription is carried out online. The Client chooses their plan, the number of users and the billing period (monthly or annual), then validates their order after acceptance of these Terms of Sale. The order is confirmed electronically.
6. Payment
Online payment is provided by PayPlug, an approved payment provider. Payment data is processed directly and securely by PayPlug; C2SL never has access to the Client's complete banking details. Payment is due upon subscription, then at each renewal due date. In the event of payment default, access to the Service may be suspended after informing the Client.
Invoices are issued in electronic form and, where regulations so require, transmitted through an accredited platform. Any amount unpaid on its due date automatically bears late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten percentage points, together with a fixed recovery-cost indemnity of €40 per unpaid invoice, without prejudice to additional compensation upon proof (articles L. 441-10 and D. 441-5 of the French Commercial Code).
7. Duration, renewal and termination
Monthly plan: the Subscription is concluded for one month and renews month by month, without commitment. Termination takes effect at the end of the current month, already paid, without refund.
Annual plan: the Subscription is concluded for a duration of one year and renews by tacit renewal for identical annual periods, unless terminated before the due date. C2SL reminds the Client by e-mail, between three months and one month before each due date, of the renewal date and of the option not to renew. Termination takes effect at the end of the current annual period, without refund of the period started.
Under both plans, the Client may terminate at any time, online from their space in a few clicks, or by writing to [email protected].
8. Withdrawal and non-professional clients
As the Service is subscribed to by a professional for the needs of their activity, the right of withdrawal provided for by the Consumer Code for the benefit of consumers does not apply.
Where the Client is a non-professional legal entity (association, club, committee) within the meaning of the French Consumer Code, it benefits, beyond these Terms, from the protections that code reserves for it: written information before each annual renewal and, failing that, the right to end the Subscription free of charge at any time from the renewal; online termination, as simple as subscribing; and protection against unfair terms.
9. Availability of the Service
C2SL implements reasonable means to ensure the continuity, performance and security of the Service, without guarantee of uninterrupted availability. Interruptions may occur for maintenance or for causes beyond the control of C2SL.
10. Liability
C2SL's liability is limited to direct and proven damages and, in any event, capped at the amount paid by the Client over the last twelve months. C2SL cannot be held liable for indirect damages (loss of operation, of revenue, or of data attributable to the Client).
11. Data, reversibility and backup
The Client remains the owner of the data they record in the Service. They may, at any time and free of charge, export it from their space in a structured, commonly used and machine-readable format: their entire organisation in a single file, or their accounts, contacts, deals, meetings, tasks and billing documents as spreadsheets (CSV or Excel), as well as their accounting entries in the regulatory format.
Reversibility. At the end of the Subscription, whatever the cause, the Client may request a transition period of at most thirty calendar days, during which the Service remains accessible under the same conditions so that they can retrieve their data and migrate to another tool; C2SL assists them in good faith and applies no switching charges. The data then remains retrievable for thirty calendar days after the end of the Service, by means of the exports above, and is then fully erased, except for the accounting documents and invoices that the law requires to be kept. All categories of data entered by the Client are exportable; none is withheld on grounds of trade secrecy.
The processing of personal data is described in the privacy policy.
12. Intellectual property
The Service, its trademark and its code remain the exclusive property of C2SL. The Subscription confers only a personal, non-exclusive and non-transferable right of use, for the duration of the Subscription.
13. Force majeure
Neither party can be held liable for a failure resulting from a case of force majeure within the meaning of article 1218 of the Civil Code.
14. Applicable law and disputes
These Terms of Sale are subject to French law. In the event of a dispute, the parties will endeavor to find an amicable solution. Failing that, jurisdiction is expressly granted to the courts of the registered office of C2SL.
15. Contact
For any question regarding your subscription: [email protected].