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This is an agreement between you or the entity you represent (hereinafter "you" or "your") and the INAWO contracting entity applicable as listed here (hereinafter "INAWO") governing your use of the INAWO software suite.

I. ABOUT INAWO

The software known as "INAWO" is published by INAWO SOLUTIONS, a limited liability company registered with the Trade and Credit Register under number RB/COT/25 B 40425, whose registered office is located in Cotonou, Republic of Benin.

II. PURPOSE – SCOPE OF THE GENERAL TERMS AND CONDITIONS OF SALE

These general terms and conditions of sale (GTC) govern the use of the "INAWO" software and are made available to the Client, who may consult or download them when subscribing. The Client must electronically accept these GTC without reservation before validating their order.

The GTC prevail over any other contractual documents issued by the Client. The GTC in force at the time of subscription or renewal of the subscription shall apply to the Client. The GTC are also accessible on the website https://www.inawo.pro

III. Definitions

Terms beginning with a capital letter in these GTC have the following meanings:

  • Subscription: The Client's subscription to the services for a Duration of 1 month, 3 months, 6 months, 12 months or 24 months, the purpose of which (Plan) is specified in the order.
  • Administrator(s): The status authorising the creation of a Collaborator account and granting all administration privileges (access, consultation, modification and export of Content), configuration and settings of the Account;
  • GTCU: refers to the General Terms and Conditions of Use of the Software;
  • Client: The legal or natural person subscribing for professional purposes to a Software subscription or additional services (Professional Services), within the scope of their commercial, industrial, craft, liberal or agricultural activity, including when acting on behalf of another professional.
  • Collaborator(s): Natural persons employed by the Client and authorised to use the Software for professional purposes: they have access to an Account configured by the Account Creator, without administration rights on the various Plans.
  • Account: A valid account giving access to the Software and additional services (Professional Services) subscribed to by the Client. An Account may also generally refer to the same space shared by several users added by the main administrator.
  • Content: Any content that Users may upload and organise through the Plans, including but not limited to contact information of prospects and Clients, commercial documents, invoices, accounting journals and personal data.
  • Account Administrator/Creator: The natural person duly authorised by the Client to carry out the registration or subscription and to define Administrator and Collaborator accounts
  • Personal Data: Any data relating to an identified or identifiable natural person within the meaning of the GDPR.
  • Duration: The fixed number of months during which the Client is authorised to access and use the Software;
  • Licence: The non-exclusive licence to use the Software granted by INAWO to the Client and Users;
  • Software: The software offering named Inawo developed by INAWO SOLUTIONS SARL as "software as a service" (SaaS) to which the Client may subscribe.
  • Party(ies): INAWO and/or the Client;
  • Plan(s): The level of services associated with the Software subscription. INAWO offers 3 plans (InawoSales, InawoStock and InawoGlobal). For each plan, there are three (03) offers: Essential, Professional and Business which vary according to the functionalities and restrictions offered.
  • Privacy Policy: The document established by INAWO detailing its management of the processing of Personal Data of the Client and Users and defining all their rights in accordance with the GDPR, available on the website
  • Price(s): The prices of the plans chosen by the Client;
  • Site: The INAWO website accessible at https://app.inawo.pro presenting the Software;
  • Subscription: The contractual undertaking binding the Client to INAWO to use the Software;
  • Users: The Account Creator, Administrators, Collaborators and any third party who has obtained access to the Software on a trial basis.

IV. DESCRIPTION OF THE SOFTWARE AND SERVICES OFFERED BY INAWO

4.1. Description of the Software

INAWO is software offering several online plans:

  • INAWOSALES: Sales and invoicing management software
  • INAWOSTOCK: Stock and supply management software
  • INAWO GLOBAL: Plan combining the first two

These plans are accessible from a computer, tablet or smartphone connected to the Internet.

The Software is made available under the conditions set out in these General Terms and Conditions of Sale.

4.2 Customer Support

Users may contact Support for information on accessing or using the Software under the following conditions:

  • Essential Offer: Support by WhatsApp, chatbot, tickets via the web platform and email.
  • Professional Offer: Support by WhatsApp, chatbot, tickets via the web platform and email.
  • Business Offer: Support by WhatsApp, chatbot, tickets via the web platform and email. Business plan users may occasionally receive physical technical support from the INAWO team.

4.3 Privilege levels and access to Plans

User Accounts are defined according to their privilege levels. By default, the Account used to register on INAWO is an Administrator Account, which has all the privileges granted by the Administrator status.

The administrator may add other users according to their plan's offer. Three types of users can be added:

  • An administrator who holds the same roles and all permissions as the main administrator.
  • A collaborator whose permissions can be assigned or withdrawn.
  • An observer who cannot create or add anything to the account.

INAWO's liability cannot be invoked in the event of fraudulent manoeuvres used for illicit or unauthorised use of Accounts.

4.4 Client Information

The Client acknowledges having verified the suitability of the Software for their needs and having received all necessary information and advice prior to Subscription.

The Client specifically acknowledges having reviewed all documentation made available: in addition to access to the online resource centre (FAQ), documentation specifying the list of functionalities offered by each Plan is made available on the website https://www.inawo.pro

To ensure the Software meets their needs, the Client may:

  • Consult the resources made available by INAWO (website, webinar videos on YouTube, FAQ);
  • Obtain access to the Software after registration to test its features themselves;

The Client also acknowledges having been fully informed by INAWO of the extent of their contractual obligations under these GTC.

V. CONDITIONS OF ACCESS TO THE SOFTWARE AND CREATION OF ACCOUNTS

5.1. Administrator

The administrator accepts the GTC to access the Software and use its various features. The Account Creator must be legally capable of contracting, have the necessary authorisations and comply with any applicable law. Use of the Software is reserved for professional Clients only.

To open an Account, the Client provides INAWO with the following information:

  • The plan
  • The offer
  • First and last name of the account creator
  • Function of the account creator
  • Company name
  • Telephone number
  • A valid email address
  • A password

The Account Creator undertakes to provide accurate information and to inform INAWO of any changes to the information provided when creating Creator and/or Administrator accounts.

Any change of Creator must be made by a written and reasoned request from the Creator (or an Administrator in the event of unavailability of the Creator) accompanied by any supporting documents. The Account Creator provides INAWO with the relevant new information, including all required legal information, for modifying and updating the Account.

5.2. User Account

Users declare that they are authorised to use the Software and have accepted the GTCU to use the Software. The Account Creator and/or the Administrator configures the Collaborator Accounts in accordance with article 4.3 ("Privilege levels and access to Plans")

Third parties who have obtained trial access to the Software declare that they are authorised to use it, and have accepted the GTCU in all their provisions.

5.3. Password

The password associated with the Account is strictly personal and confidential and must not be shared with third parties. The Client is responsible for the loss or theft of passwords. INAWO recommends that the Client change passwords regularly and choose complex passwords including letters, numbers and special characters.

The Client undertakes to inform INAWO by email without delay in the event of theft or loss of their identifiers and/or passwords.

VI. OBLIGATIONS OF INAWO

6.1. Obligations of INAWO

INAWO grants the Client and Users on behalf of the Client a non-exclusive right to access and use the Software in accordance with the GTC.

INAWO undertakes to act with prudence and diligence in providing a quality service, in accordance with industry practices and the state of the art. INAWO will endeavour to provide permanent access to the Plans, 24 hours a day, every day except in the event of suspension or scheduled maintenance referred to in article 10.1.1 of the GTC, or in the event of Force Majeure, as defined in article 15.5 of the GTC.

6.2. Obligations relating to Client Content

INAWO undertakes to:

  • Take the necessary technical and organisational measures to ensure the security and confidentiality of the Content during the Duration;
  • Not use the Content for any purpose other than providing the Plans (including associated technical support);
  • Not alter or transfer the Content;
  • Take all reasonable precautions to ensure the physical and digital protection of Users' Content.

VII. Obligations of the Client and Users

7.1. Access to Plans by Users

The Client has a personal right to use the Software under the conditions set out at the time of subscription. Users must use the Software in accordance with the GTCU and these GTC, accessible in the Client area and on the INAWO website. They agree to be bound by them throughout the Duration.

The Client guarantees compliance with the GTCU as well as these GTC by the Users.

To access the Software, Users must have access to a terminal connected to the Internet. All costs necessary for the equipment and connection of Users to the Internet and for their access to and use of the Plans are the sole responsibility of the Client on whose behalf the Plans are used.

7.2. Trial period

Once the subscription has been made, the Client, user or account administrator benefits from a period of 21 days to subscribe to a subscription offer.

7.3. Use of the Software

To use the Software, the Client undertakes to:

  • Always provide truthful and accurate information and update it if necessary so that it remains complete and accurate;
  • Use the Software in accordance with its purpose, the GTCU and these GTC, and cooperate in good faith with INAWO;
  • Follow the technical prerequisites or recommendations issued by INAWO;
  • Never share access to the Software, this right being strictly personal;
  • Respect the rights of third parties and, more generally, the laws and regulations in force relating to the use of the Plans;
  • Not harm the reputation of INAWO, disparage the software offering or defame INAWO, particularly on the internet, including social networks, and exercise moderation and prudence regarding statements concerning INAWO or its employees;
  • Not engage in any conduct that could interrupt, destroy, limit or otherwise harm INAWO or allow Clients and Users to access and use the Software without authorisation, including by using viruses, malicious code, programs or files;
  • Not copy or sell all or part of the Software.

In the event of a breach of the above, INAWO reserves the right to immediately suspend access to the Client's Accounts without compensation, in addition to implementing the provisions set out in article 9.2.2 (Termination for cause) of these GTC

7.4. Content belonging to the Client and accessible via the Software

The Client is solely and fully responsible for the Content uploaded, stored or posted by Users via the Software. Users are informed that using the Plans does not exempt them from making backup copies.

The Client grants INAWO the right to access the Content provided during registration or when adding a collaborator, as well as information relating to their plan and the associated offer, in order to operate the Software, ensure its security, and for support and storage of its Content.

The Client agrees that INAWO exercises no control over its Content, and undertakes to comply with all legal and regulatory requirements, in particular those relating to Personal Data.

The Client undertakes to respect and ensure that Users respect the rights of third parties, including personality rights, intellectual or industrial property rights such as copyrights, patent rights, design rights and trademarks.

7.5. Payment

The Client undertakes to make payments to INAWO in accordance with article VIII of the GTC.

7.6. Recovery of Content by the Client at the end of the subscription

Once a plan subscription has expired, the Client can still access the software. However, it cannot add or export any data. Furthermore, collaborator accounts will no longer be active until the subscription is renewed.

The Client is informed that INAWO does not retain the Client's Content indefinitely. The Client consequently undertakes to export its data itself from the Plans, at the end of the Duration or termination, regardless of the cause.

The Client undertakes to notify Users by any means within a sufficient timeframe that they must download their data from the Plans.

Within a limit of three hundred and sixty (360) days, under the conditions of Article 9.3.1 (Access to the Software and data recovery by the Client) of these GTC.

VIII. PRICES

8.1. Applicable Prices for the Software Offering

The Prices invoiced by INAWO to the Client are those in force on the day of the Subscription or its renewal. The applicable Prices are indicated on the website https://inawo.pro or communicated by any means chosen by INAWO to the Client, upon request, before the Subscription.

Prices may differ depending on the plan, the number of Users, the plans chosen, the applicable currencies and any applicable taxes.

The plans chosen by the Client at the start of the Subscription will be binding for the entire Duration.

During the Duration, the Client may choose a higher plan.

INAWO reserves the right to make promotional offers that may differ from the Price policy communicated to the Client.

8.2. Payment

The total price due for the subscription is payable in advance, at the beginning of the subscription or renewed period. The Client makes payments by direct debit from the bank card number provided by the Client or by mobile payment.

The Client guarantees that it has the funds and the necessary authorisations to use the chosen payment method.

8.3. Invoices

Invoices are issued only electronically, which the Client expressly accepts.

The Client undertakes to inform INAWO of any change in its email address or any other information necessary for payment.

Any dispute concerning an invoice must be expressed in a letter or email sent with acknowledgement of receipt within ten (10) days of the date of the invoice (or pro forma invoice).

In the absence of such a letter or email, the Client will be deemed to have accepted the invoice.

8.4. Changes to the Price policy

INAWO reserves the right to update its Price policy at any time, subject to the following provisions:

  • The Prices applicable to Clients when creating their Account are guaranteed until the renewal of the Duration: the new Price policy will only apply upon renewal of the subscription.
  • The Client remains free not to renew the Subscription if it does not accept the new prices.

IX. DURATION & TERMINATION

9.1. Duration

The Subscription is for a period of three (03), six (06), twelve (12) or twenty-four (24) months and may be renewed at the Client's request for the same Duration and plans. Failing a renewal requested by the Client, the Subscription will end on the last day of the Duration.

9.2. Termination

9.2.1 Termination for convenience

The Parties undertake to perform all the provisions of these GTC until their expiry. Should the Client wish to terminate its commitment before the end of the current Subscription term, it acknowledges that it must nevertheless perform all of its obligations and pay the agreed price for the current Subscription. No refund or credit will be given for partial use of the Software.

9.2.2 Termination for cause

If either Party fails to perform any of its obligations under these GTC, and such failure is not remedied within thirty (30) calendar days of receipt of a formal notice by registered letter with acknowledgement of receipt, the other Party may terminate the Subscription.

In particular, INAWO reserves the right to unilaterally terminate a Client's Subscription if the Content stored, uploaded and/or exchanged by Users creates operational problems or problems relating to its servers

Termination must be notified to the defaulting Party by registered letter with acknowledgement of receipt.

9.3 Data recovery at the end of the Duration

9.3.1 Access to the Software and data recovery by the Client

Notwithstanding the provisions of article 7.5 of these GTC, the Client may, within three hundred and sixty (360) days following the end of the Duration, whatever the cause, make a request to INAWO to allow Users to access the Account.

Access to the Account is opened for a period of seven (7) days, under the conditions of a trial account access, to consult and export the following Content items in a structured, commonly used and machine-readable format (CSV):

  • Documents;
  • Catalogue;
  • Subscriptions;
  • Contacts;
  • Sales;
  • Stock;
  • Expenses.

X. LIABILITY & EXCLUSION OF WARRANTIES

10.1 Liabilities and warranties of INAWO

10.1.1 General

INAWO provides the Modules under a best-endeavours obligation.

INAWO does not warrant that the Modules will operate without interruption or malfunction, or that they will be free of anomalies or errors that can be corrected, or that they are compatible with hardware or configurations other than those expressly approved by INAWO.

INAWO reserves the right to temporarily interrupt access to the Plans at any time:

  • To carry out updates, technical maintenance or improvement work on the Plans, which will contribute to their proper functioning or to repair a breakdown: INAWO will make its best efforts to notify the Client of these interruptions and not disrupt the Client's activity;
  • In the event of server unavailability for any reason whatsoever;
  • In the event of breaches of the GTC and GTCU, or of third-party attacks on the security of the Software and the Content hosted by INAWO.

INAWO shall not be liable for any compensation in the event of a temporary interruption of access to the Plans under the conditions set out above.

INAWO does not warrant that subscribing to the Plans will improve the Client's business performance.

This clause is essential for INAWO and forms part of the Parties' agreement.

Under no circumstances will INAWO be directly or indirectly liable for any damage caused to Clients, Users or any third party due to their fault. INAWO reserves the right to cease marketing a Tool without compensation and after two (2) months' notice, and to evolve the functionalities of the Software at its sole discretion.

10.1.2 Hosting and retention of Client Content

The Software is hosted by a hosting provider in a data centre located in France. The Client's Content, whether stored, uploaded or downloaded by Users, is backed up on the servers of the host LWS. The Client's Content is stored on INAWO's servers for twelve (12) months after the end of its Subscription, except for any Content whose longer retention would be imposed by legislation or regulation.

INAWO only allows access to the Software and Content to persons specifically authorised by INAWO and by the Client and implements the necessary technical measures and means to ensure the security of connections, Client Content and their Personal Data.

10.2 Limitation of warranty by INAWO

TO THE EXTENT PERMITTED BY APPLICABLE LAW, INAWO'S SERVICES (IN PARTICULAR FOR MODULES PROVIDED FREE OF CHARGE) ARE PROVIDED AND LICENSED "AS IS". INAWO DOES NOT WARRANT THAT THE USE OF THE MODULES WILL BE UNINTERRUPTED OR ERROR-FREE.

Whatever the cause, INAWO's total aggregate liability shall never exceed the amount of sums actually received from a Client by INAWO in payment for its Subscription for the Duration.

This limitation of liability does not, however, apply to liability arising from:

  • Gross negligence or wilful misconduct;
  • Any other ground that cannot be excluded or limited under applicable regulations.

INAWO's liability can only be invoked for damage directly and exclusively caused by INAWO, without any joint or several liability with third parties who contributed to the damage.

INAWO cannot be held liable for indirect damages such as loss of profits, orders, customers or turnover, moral or commercial prejudice, its liability cannot be sought in the context of an action brought against the Client by a third party.

10.3 Liability and warranty of the Client

10.3.1 Access and use of the Software

The Client acknowledges that the Plans constitute a particularly complex platform, especially in terms of computer technology. INAWO uses processes and techniques that comply with the state of the art. However, given the current state of knowledge, tests and experiments cannot cover all possible uses. The Client therefore undertakes to bear the risks of inadequacy or unavailability of the Plans.

The Client acts as an independent entity and consequently assumes all risks of its activity. It is solely responsible for the Subscription, the Content and files transmitted, distributed or collected, as well as their operation and updating.

The Client is responsible for:

  • Its access to and use of the Software by all Users;
  • Obtaining and maintaining all necessary equipment to access the Software;
  • Ensuring that such equipment is compatible with the Software. The Client must make any claims against INAWO within forty-eight (48) hours of the event.

10.3.2 Equipment of the Client and Users

INAWO may recommend technical prerequisites or certain configurations to the Client for using the Software. The Client and Users are responsible for following these technical prerequisites or recommendations.

The Client and Users are solely responsible for their internet connection as well as all related costs.

Access to the Plans may be via software downloaded onto the Client's and Users' devices.

The Client and Users agree that INAWO may automatically update this software, and these GTC will apply to such updates.

The Client and Users declare that they understand that INAWO cannot be held responsible for internet interruptions, viruses affecting their data and/or software, possible misuse of Account passwords and, more generally, any damage caused by third parties.

The Client is solely responsible for the use and implementation of security, protection and backup measures for its equipment, Content and software.

In this regard, it undertakes to take all appropriate measures to protect its Content.

The User undertakes not to commit any act that could compromise the security of the software platform.

10.3.3 Client's warranties

The Client indemnifies INAWO, as well as its affiliates and subsidiaries, their directors, officers, employees and agents, against any claim or demand, including reasonable lawyers' fees, made by a third party arising from a breach of the GTC, their misuse of the Plans (including by Users) or a breach of any law or third-party rights.

The Client acknowledges that it uses the Software in compliance with applicable laws and regulations. Should INAWO be held jointly liable in any administrative or legal proceedings due to irregular use of the Software by the Client and/or Users, the Client undertakes to indemnify INAWO for the full amount of any sums that may be claimed from it.

XI. Intellectual Property

11.1 Intellectual property of INAWO

The Software and the Site belong to INAWO without any limitation.

The Client and Users are authorised to use the Software in accordance with the GTC, and all rights not expressly granted are reserved.

INAWO's websites and the software developed by INAWO are original works protected by intellectual property rights and international conventions. The Client and Users warrant that they will not modify, rent, borrow, sell or distribute these works, nor create derivative works based on them in whole or in part. They undertake not to implement any reverse engineering process, except under legal conditions.

No use of the name or trademark of INAWO may occur without its prior consent.

The Client and Users acknowledge that INAWO is the sole owner of its intellectual property rights, and in particular of the Software, and shall never contest this ownership or the validity of INAWO's intellectual property or the rights attached thereto.

The elements available via the Plans or on the Site such as software, databases, the Plans themselves, the platform, web pages, texts, photographs, images, icons, sounds, videos and more generally all information available to Clients and Users, are the full and exclusive property of INAWO.

11.2 Intellectual property of Clients

Neither Party acquires any intellectual property rights to the other's databases, nor to its trademarks, designs, graphics, screens or software.

Thus, the Client's Data belongs to the Client, who nevertheless authorises INAWO to use this data, exclusively under the conditions and within the limits set out in these GTC, and in particular, by its articles 6.2 (Obligations relating to Client Content), 7.3 (Content belonging to the Client and accessible via the Software) and XII (Protection of Personal Data).

No use of the Client's trade names, trademarks or logos may occur without the Client's prior consent.

11.3 Infringement

11.3.1 INAWO's warranties

INAWO guarantees the Client peaceful enjoyment of the Software and undertakes to indemnify the Client against any infringement action aimed at restricting or prohibiting its use.

In this regard, INAWO shall bear all costs and expenses, including legal costs and lawyers' fees, incurred by the Client in connection with such an action as well as the amount of settlement indemnities and/or damages and interest to which the Client might be condemned.

The above provisions are subject to the following express conditions:

  • That the Client has notified INAWO, within a reasonable time, of the action or claim or declaration preceding the dispute;
  • That INAWO has been able to freely and at its own expense defend its own interests as well as those of the Client, and that, for this purpose, the Client has cooperated loyally in such defence by providing, in due time, all necessary elements, information and assistance.

11.3.2 Client's warranties

The Client warrants to INAWO (i) against any infringement action relating to elements made available to it of which the Client is the author and (ii) that it has obtained from third parties all required authorisations allowing INAWO to use the elements provided by third parties, made available to INAWO by the Client.

In this regard, the Client shall bear all costs and expenses, including legal costs and lawyers' fees, incurred by INAWO in connection with such an action as well as the amount of settlement indemnities and/or damages and interest to which INAWO might be condemned.

This indemnification is subject to the following express conditions:

  • That INAWO has notified the Client within a reasonable time of the infringement action or claim or declaration preceding the dispute;
  • That the Client has been able to defend its own interests and for this purpose INAWO has cooperated loyally in such defence by providing, in due time, all necessary information and assistance.

XII. Protection of Personal Data

12.1 Description and purposes of processing, data collected

INAWO collects and processes data that Users voluntarily provide in order to access the Software, use the Software, as well as data relating to Users' preferences and traffic, in accordance with its privacy policy and cookie policy.

The persons concerned by the processing are: the Client, the Client's employees.

INAWO collects Users' personal data such as: name, first name, email, address, telephone number, city, country, company name, subscription plan.

The purposes of the processing are:

  • Creation of accounts (INAWO Account);
  • Provision of websites and their various functionalities;
  • Management of site and software security;
  • Management and monitoring of the commercial relationship (subscriptions, orders, payments, complaints and user support);
  • Management of prospects and information requests (sending commercial offers, newsletters, white papers...);
  • Management of requests to exercise Users' various rights: rights of access to their Personal Data, rectification, erasure, objection, portability and restriction of processing.

12.2 Obligations of the Parties: general

The Parties acknowledge that INAWO will process the Personal Data entered by the Client in the various Modules, as the Publisher of the Software, only for the purposes and under the conditions agreed in the GTC, in order to achieve the purpose of these GTC and fulfil its obligations.

INAWO undertakes to process the Personal Data defined in article 12.1 hereof.

  • As the data controller, the Client is responsible for complying with its own legal and regulatory obligations regarding the processing of Personal Data. The Client acknowledges that the measures implemented under these GTC by INAWO constitute sufficient guarantees of compliance with regulations, and the Client undertakes to comply at all times with applicable laws and regulations in this area.
  • As a data processor, INAWO limits itself to following the Client's documented instructions regarding processing, subject to alerting the Client if the instructions given do not comply with regulations.

The Parties acknowledge that the achievement of the purpose of these GTC and the use of the Modules constitute the Client's documented instructions. It is specified that any instruction not documented in writing, or not in compliance with regulations, will not be taken into account by INAWO.

INAWO will immediately inform the Client if, in its opinion, an instruction constitutes a violation of the GDPR or other provisions of Union or Member State law relating to the protection of Personal Data.

It is understood that INAWO cannot be held responsible for decisions taken by the Client as data controller, it being specified that the purpose hereof is not the provision of legal advice. In particular, if the Client uses the Modules to process Data or categories of Personal Data (such as sensitive data within the meaning of the GDPR), the Client does so at its own risk as data controller, and INAWO cannot be held liable for any breach of regulations.

The Client undertakes to alert INAWO without delay, in the event of changes to the Client's requests, that entail or risk entailing a change in INAWO's status under the regulations.

12.3 Obligations of the processor

12.3.1 Cooperation and assistance

The Client acknowledges that the following diligences satisfy INAWO's obligation of cooperation and assistance to enable it to ensure compliance of the processing with the regulations, in particular regarding:

  • Notifications of breaches, which will be transmitted by INAWO as soon as possible after becoming aware of said breach (12.3.2 Security and confidentiality);
  • Requests to exercise the rights of the Client's Clients (access, rectification, objection, portability). As a processor, INAWO merely assists the Client to enable it to fulfil its own obligations. Thus, INAWO never responds on behalf of the Client to exercise requests addressed directly to it: should INAWO receive such a request, INAWO will forward it to the Client as soon as possible so that the latter can manage the follow-up;
  • Documents and information necessary for the data controller to satisfy its obligations.

12.3.2 Security and confidentiality

As the data controller, the Client determines and complies with the technical and organisational measures relating to the security and confidentiality of the Personal Data processed.

The Client acknowledges that the security measures communicated to it prior to subscription satisfy the security and confidentiality obligation necessary for compliance of the processing with the regulations, and in particular:

  • The Plans and the Client's Data (application data and files) are hosted in data centres in France;
  • Security monitoring of servers and updating of INAWO's operating software is carried out in real time;
  • INAWO uses the TLS-V1-3 protocol to encrypt data transfers. This encryption process protects data by systematically scrambling information before transferring it to INAWO;
  • INAWO only allows access to the Plans and the Client's Data to persons specifically authorised by INAWO and by the Client;
  • No INAWO employee has access to the Client's Data, unless such access is necessary for the Subscription or to achieve the purpose of these GTC. At the Client's or Users' request and subject to subscription to support services, INAWO may remotely connect to their Accounts, after formalisation of the User's consent, to assist them in configuring or using the Plans;
  • Each INAWO employee is bound by an undertaking relating to the protection of Personal Data;
  • INAWO will notify the Client of any breach of Personal Data entrusted to it by the Client, as soon as possible after becoming aware of it, taking into account the notification deadline imposed on the data controller by articles 33 and 34 of the GDPR.

INAWO will promptly investigate any Personal Data breach in order to remedy such a breach.

INAWO will inform the Client promptly of corrective measures and measures put in place to remedy it.

  • INAWO undertakes to assist the Client in its process of carrying out a data protection impact assessment, to the extent of the processing subcontracting and the information available to INAWO, without its liability being sought as a result.

12.3.3 Onward sub-processing

The Client accepts that INAWO may use onward sub-processors acting on its behalf and for its account, to assist it in the processing operations of the Client's Personal Data.

INAWO takes all necessary precautions in selecting its sub-processors to whom the Personal Data of its Clients is entrusted, and informs the Client of any planned change concerning the addition or replacement of an onward sub-processor by any written means convenient to it.

The Client may object to such addition or replacement by notifying INAWO in writing within ten (10) days of receiving the notice of addition or replacement sent by INAWO. The Client acknowledges and accepts that the absence of objection within the aforementioned period constitutes acceptance on its part of a new sub-processor. Should the Client object to the appointment of an onward sub-processor for a legitimate reason, the Parties agree that either Party may terminate the Subscription.

INAWO enters into a contract with any onward sub-processor containing the same obligations as those set out in these GTC, in particular imposing on the onward sub-processor to process the Client's Personal Data only in accordance with INAWO's written instructions.

INAWO remains fully liable to the Client for any processing carried out by the onward sub-processor in breach of the obligations of these GTC.

12.3.4 Audits

If the Client deems it necessary to carry out an audit to verify the compliance of the Software with the regulations and these GTC, INAWO agrees to submit to it under the following conditions:

  • INAWO makes available to the Client upon request by email the documentation necessary to demonstrate INAWO's compliance with its obligations as a processor. If the Client considers that this documentation does not allow it to demonstrate compliance with the regulations, the Client submits a justified and documented request for an on-site audit by registered letter with acknowledgement of receipt.
  • The audit must be carried out by an independent auditor of notable reputation, not competing with INAWO's commercial activities. This independent auditor is chosen by the Client and accepted by INAWO.

The auditor must possess the required professional qualifications and is subject to a confidentiality agreement.

The Parties acknowledge that all reports and information obtained during this audit are confidential information.

The start date of the audit, the Duration and the scope of the audit are agreed by the Parties with a minimum notice of 30 working days.

The frequency of audits is limited to one audit per year and must not disrupt INAWO's activity.

The audit may only be carried out during INAWO's opening hours. The audit does not include access to information not related to the processing carried out in accordance with these GTC, nor physical access to the servers on which the Software is backed up.

The Client bears all costs and expenses incurred by the audit and reimburses INAWO for all expenses incurred for this purpose, in particular the time devoted to the audit based on the average hourly rate of INAWO staff who collaborated on the audit.

12.3.5 Location - Data transfers

Users' Personal Data is hosted in France.

12.3.6 Return, destruction of personal data

At the Client's choice and within 30 days of the request sent by the Client to INAWO after the end of the Duration, INAWO will immediately return to the Client all Personal Data and all copies thereof, or will securely delete or destroy the Personal Data.

12.3.7 Register of processing activities

INAWO undertakes to keep a register concerning all categories of processing activities relating to the processing of Personal Data carried out on behalf of the Client containing:

  • The name and contact details of INAWO and its onward sub-processors, those of the Client and, where applicable, the Data Protection Officer of the Client and of INAWO;
  • The categories of processing carried out on behalf of the Client;

XIII. INTEROPERABILITY

The Client may obtain information from INAWO on the interoperability of the Plans by sending a request by registered mail to: Inawo SOLUTIONS Sarl.

INAWO will have two (2) months to send the requested information to the Client.

The information will be communicated solely for the purpose of fulfilling its legal obligations. Under no circumstances shall this information be provided by the Client to a third party, even free of charge.

XIV. SUBCONTRACTING

Without prejudice to the provisions of article 12.3.3, INAWO reserves the right to use subcontractors to assist it in achieving the purpose of these GTC.

XV. MISCELLANEOUS

15.1 Non-solicitation of staff

The Client undertakes not to hire or solicit the hiring or services (in any form whatsoever), for itself or for a third party, directly or indirectly, of any employee of INAWO (i.e. any person employed by INAWO on the day of the conclusion of the Subscription, or who would enter into an employment contract with INAWO during the Duration) or to induce any employee of INAWO to cease the functions they perform or will perform within INAWO.

This obligation will end twelve (12) months after the termination of the Subscription for any reason whatsoever.

In the event of non-performance of this article, the Client undertakes to pay INAWO as a penalty clause, a sum equal to twelve (12) months of the monthly salary (after deduction of employer and employee social security contributions) paid by INAWO to the employee concerned on the date on which the non-performance of the obligation is noted.

This penalty will be due for each INAWO employee who is hired by the Client or whose services are solicited by the Client in any form whatsoever.

15.2 Confidentiality

"Confidential Information" includes, without this list being exhaustive, all information and data communicated by one Party to the other Party in the context of the performance of the Subscription, in writing and/or orally, in the form of graphics, drawings, plans, reports, customer lists, price lists, results, meeting reports, instructions and other elements in any form whatsoever.

Each Party undertakes on its own behalf (and on behalf of its corporate officers, employees and subcontractors) to keep the Confidential Information strictly confidential, using the same means and processes as those used for its own confidential information.

This confidentiality obligation does not cover Confidential Information:

  • Which is in the public domain on the date of its communication nor that which falls into the public domain after such date (provided this does not result from a breach of the GTC)
  • Which has been communicated to a Party on a non-confidential basis by a source other than the other Party, provided that this is not in violation of a confidentiality agreement or the GTC, and
  • Which a legislative or regulatory provision or a court or authority decision would require to be disclosed.

15.3 No right of withdrawal

Professionals do not benefit from the right of withdrawal for contracts concluded at a distance.

15.4 Contact

Clients and Users may send their requests to the address support@inawo.pro

Clients and Users may report abuse, harassment, inappropriate Content, privacy complaints or, more generally, any breach of the law by a third party by sending a notification to INAWO with the following information:

  • Date of the notification;
  • Name, first name, job, address, nationality, date and place of birth (and for a company: legal form, name, address and its representative);
  • A description of the facts and their location;
  • The reason for the notification (with a legal explanation);
  • A copy of the letter sent to the author of the Content or justification that such author cannot be contacted.

15.5 Force Majeure

Neither Party will be liable for any failure in performance caused by a case of Force Majeure.

Furthermore, the Parties agree that the following constitute cases of Force Majeure: fires, epidemics, pandemics and public health emergencies, floods, natural disasters, earthquakes, interruption of internet connections by the access provider, acts of vandalism and cyber-attacks, strikes, lock-outs.

In such a case, the Parties' obligations shall be suspended from the date of notification of this exonerating cause by one Party to the other Party until it ceases.

Should such circumstances continue for a period exceeding fifteen (15) days, the Parties agree to enter into discussions to modify the terms of their respective commitments.

If no agreement or alternative is possible, these commitments may then be terminated without damages, by simple written notification by registered letter with acknowledgement of receipt, without compensation or notice.

15.6 Severability, waiver, invalidity

These GTC constitute the entire agreement between Clients and INAWO concerning the Subscription.

No waiver by INAWO of any of its obligations shall be deemed or interpreted as a waiver in its favour.

If one or more provisions of these GTC are declared invalid, the others will retain all their force and effect.

In this case, the Parties must, if possible, replace the invalidated provision with a valid provision corresponding to the spirit and purpose of these GTC.

15.7 Relationship between the parties

These GTC may not under any circumstances be considered as establishing a partnership or joint venture between the Parties or any other situation creating any mutual representation or solidarity towards third parties. These GTC will not create any subordination link between the Parties, who retain their full and complete autonomy in relation to each other.

15.8 Intuitu personae

Clients and Users are strictly prohibited from assigning all or part of their rights and obligations under these GTC.

15.9 Survival of articles

Articles IX, X, XI, XII, XIII, XVI, XVII and XVIII will survive the expiry or termination of the Subscription for any reason whatsoever.

15.10 Ethics and sustainable development

The Parties declare that they respect the principles defended by the International Labour Organisation and their legislation in force in matters of labour law, participate in risk prevention focused on occupational safety and, more generally, comply with legislation in force on occupational health and safety, adhere to the principles of environmental protection, control the consequences of their activity on the environment and participate in the fight against corruption.

XVI. EVIDENCE AGREEMENT

By express agreement, the Parties acknowledge that the following have probative force:

  • Data recorded and time-stamped on INAWO's systems
  • Orders and computer records of operations carried out by the Client on its interface and the subscription management interface.

XVII. APPLICABLE LAW

These GTC are governed by the laws of the Republic of Benin.

The effective date of these GTC is: 21 May 2026. Should a translated version of these GTC conflict with the French version, the French version shall prevail.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE CONCERNING ITS VALIDITY, INTERPRETATION OR PERFORMANCE SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COURTS WITHIN THE JURISDICTION OF INAWO'S REGISTERED OFFICE, INCLUDING IN THE EVENT OF THIRD-PARTY PROCEEDINGS OR MULTIPLE DEFENDANTS.