Terms of Sale

1. Purpose and scope

These terms of sale (the “Terms of Sale”) govern the financial conditions of access to the Atomios service (the “Service”), published by Maxence-Olivier Parlant, sole trader, identified in the Legal notice.

They supplement the Terms of Use, to which reference is made for everything concerning the use of the Service. In the event of conflict on a financial matter, these Terms of Sale prevail.

Annexed to and forming an integral part of these Terms are:

• **Annex 1**: particular conditions applicable to the Factur-X tool;
• **Annex 2**: data processing agreement (DPA).

The Service is intended exclusively for professionals. The Customer declares that they are subscribing within the scope of their professional activity. Consequently, the provisions of the French Consumer Code relating to distance contracts concluded with consumers, in particular the fourteen-day right of withdrawal, do not apply.

Any subscription entails unreserved acceptance of these Terms of Sale, which prevail over the Customer's purchasing conditions, whatever they may be and whenever they are communicated.

2. Definitions

• Customer: the professional holding an account who has subscribed to a paid plan.
• Tool: an individual feature of the Service, with its own quotas and its own offering.
• Subscription: the monthly subscription to a paid plan, specific to a Tool.
• Included quota: the volume of calls included in a plan for a billing period.
• Overage: consumption beyond the included quota, billed per unit when enabled.
• Wallet: the prepaid balance, shared across Tools, used for MCP access.
• Billing period: the monthly period running from the subscription date.

3. Offerings

3.1 Free offering

Each Tool has a free quota. Once it is exhausted, subsequent calls are refused until the period renews or a Subscription is taken out. No overage is billed on the free offering: it cannot give rise to any unintended billing.

The free offering is provided without warranty and may be modified or removed at any time.

3.2 Subscriptions

Each Tool has several monthly plans, defining an included quota and, where applicable, a unit overage rate.

Subscriptions are specific to each Tool and independent of one another. Subscribing to one Tool grants no right over another Tool. A Customer may hold several Subscriptions simultaneously.

3.3 MCP access

Access to the Tools via the MCP protocol is charged against the Wallet, under the conditions of §7.

4. Pricing

4.1 Applicable schedule

The applicable prices are those displayed on the online pricing schedule on the day of subscription. These Terms of Sale set no amount: the online schedule is authoritative.

4.2 Currency

Prices are expressed and billed in United States dollars (USD). The Customer pays in USD. Any conversion fees or commissions applied by their bank remain their responsibility and are not refundable.

4.3 Changes

The Publisher may change its prices at any time. New prices have no effect on periods already billed.

Any increase applicable to an ongoing Subscription is notified to the Customer by email at least thirty (30) days before it takes effect. A Customer who refuses the increase may terminate the Subscription concerned before that date, under the conditions of §9.

5. Subscription and duration

5.1 Subscription

Subscription is carried out online from the management area. It is firm from the moment payment is validated.

5.2 Duration and renewal

Each Subscription is concluded for a term of one (1) month, tacitly renewed for successive periods of the same duration, unless terminated under the conditions of §9.

5.3 No proration and no mid-period change

The Customer is informed that, in the current version of the Service:

• no plan change is possible during a billing period; a change takes effect at the next renewal;
• no proration is applied, whether on subscription, change or termination;
• unused included quota is not carried over to the following period; it is reset to zero at each renewal.

6. Quotas and overage

6.1 Counting

Consumption is counted per successful call. Calls rejected because the quota is exhausted or because the request is invalid are not counted.

6.2 Alerts

The Service sends the Customer, by email and once per period, an alert when their consumption reaches 80% of their included quota, as well as an alert when it reaches 80% of their overage cap where such a cap is set.

These alerts are provided for information only. Their non-receipt, for any reason whatsoever, including a failure to deliver the email, does not relieve the Customer of the duty to monitor their consumption and cannot be the basis for disputing an invoice.

6.3 Overage

Overage is disabled by default. No call beyond the included quota is billed until the Customer has expressly enabled it from their management area.

When the Customer enables overage, calls exceeding the included quota are billed at the displayed unit rate and added to the invoice for the period concerned.

6.4 Spending cap

The Customer may set, from their management area, a monthly spending cap applicable to overage. When a cap is set, calls that would take spending beyond it are refused.

In the absence of a cap, the Customer expressly acknowledges that their overage consumption, and therefore the amount billed, are not limited. It is their responsibility to size their systems accordingly, to monitor their consumption and, where appropriate, to set a cap. Enabling overage without a cap is their sole decision and their sole responsibility.

It is likewise recalled that the Wallet's automatic top-up function (§7.4), when enabled by the Customer, may lead to successive top-ups: it is the Customer's responsibility to configure its threshold and amount, or to disable it.

7. Prepaid Wallet (MCP access)

7.1 How it works

MCP access is funded by a prepaid Wallet, shared across all Tools. The Customer funds it through one-off top-ups, whose available amounts are displayed in the management area.

7.2 Debit

Each call is debited upon its first execution, at the rate applicable to the Tool used. The debit is final.

7.3 Insufficient balance

When the balance is insufficient, calls are refused until a new top-up. The Wallet can never become negative: no overdraft is possible.

A low-balance alert is sent by email, under the conditions and with the reservations of §6.2.

7.4 Validity of top-ups and automatic top-up

The prepaid balance remains valid without time limit for as long as the Account is active. It carries no expiry date.

The Customer may enable an automatic top-up of the Wallet: when the balance falls below a threshold they define, a top-up of an amount they define is triggered automatically using the registered payment method. This function is optional; the Customer configures it and may disable it at any time from their management area. The Customer remains responsible for the top-ups thus triggered, under the conditions of §6.4.

7.5 Fate of the balance upon closure

The fate of the unused prepaid balance depends on the origin of the Account closure:

• the balance is not refundable when the closure is at the Customer's initiative or results from a breach on their part;
• the balance is refunded in proportion to its unused fraction when the closure is at the Publisher's initiative outside of any breach by the Customer, in particular in the event of discontinuation of the Service or permanent withdrawal of a Tool.

This clause is recalled on the top-up screen, before any purchase.

8. Invoicing, payment and VAT regime

8.1 Payment provider

Payments are processed by Stripe, a payment services provider. The Publisher is the seller and the issuer of the invoices; Stripe acts solely as a technical provider.

Card details are entered directly with Stripe and never pass through the Publisher's servers, which retain only the brand and the last four digits.

8.2 Invoices

Invoices are issued at each due date and made available to the Customer from their management area. Any overage appears as a separate line on the invoice for the period concerned. Wallet top-ups give rise to separate payments and invoices.

8.3 VAT regime

The Publisher benefits from the VAT-based exemption (franchise en base). The following mention appears on all invoices: “TVA non applicable, article 293 B du Code général des impôts” (VAT not applicable, Article 293 B of the French General Tax Code). No VAT is charged or collected. The prices displayed are net prices.

Should the Publisher's tax regime change, in particular if the exemption thresholds are exceeded, the applicable VAT would be added to the displayed prices, after informing the Customer by email within a reasonable time before it takes effect.

A Customer established outside France is personally responsible for their own reporting and tax obligations in their country of establishment.

8.4 Payment default

In the event of a payment failure, the Publisher may suspend access to the Tools concerned after informing the Customer, without prejudice to its right of termination.

In accordance with Article L. 441-10 of the French Commercial Code, any sum not paid by its due date automatically bears interest at a rate equal to the interest 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-cost indemnity of forty (40) euros, without any prior formal notice being required.

8.5 Disputes

Any dispute concerning an invoice must be raised in writing within thirty (30) days of its issuance, to [email protected], and must be substantiated. After that period, the invoice is deemed accepted. A dispute does not suspend the payability of the undisputed sums.

9. Termination

9.1 No right of withdrawal

As the Service is reserved for professionals, no right of withdrawal applies.

9.2 Termination by the Customer

The Customer may terminate each Subscription at any time from their management area. Termination takes effect at the end of the current billing period. No refund, even partial, is made for the current period, which remains due in full.

9.3 Effects

Termination of a Subscription entails, at its end, the return of the Tool concerned to the free quota. The Customer's other Subscriptions remain in force.

No refund, whole or partial, is made for the current period, which remains due in full.

9.4 Termination by the Publisher

The Publisher may terminate in the cases provided for in §17 of the Terms of Use. In the event of termination for a breach by the Customer, the sums paid remain acquired.

In the event of discontinuation of a Tool or of the Service outside of any breach by the Customer, the Publisher informs the Customers concerned with reasonable notice and settles the financial consequences in accordance with §7.5.

10. Liability

The provisions of §14 of the Terms of Use apply to these Terms, in particular the best-efforts obligation, the exclusions and the liability cap.

It is recalled that the Publisher's liability is capped at the total amount of the sums actually paid by the Customer during the twelve (12) months preceding the triggering event, to the exclusion of any indirect damage, including penalties, tax reassessments and sanctions borne by the Customer.

11. Final provisions

These Terms of Sale are governed by French law.

The parties will endeavour to resolve amicably any dispute relating to their interpretation or performance. Failing agreement, the dispute will be brought before the competent French courts under ordinary rules of law.

The Publisher may amend these Terms of Sale under the conditions of §3.2 of the Terms of Use.