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Terms of sale

Last updated on 1 November 2026

This English version is provided for convenience. In case of discrepancy, the French version prevails.

1. Purpose and scope

These general terms of sale (the “Terms”) govern the subscription to and use of the online software published by MD-Tools, a French SASU with share capital of €1,000, registered in Vesoul under number 991 009 515, with its registered office at 4 rue de Malbouhans, 70200 La Neuvelle-Lès-Lure, France (“MD-Tools”).

They apply to each software product offered on subscription, including DOF-AMDEC and TaskMaster NG (each a “Solution”). The features specific to each Solution (modules, quotas, prices) are described on its page on md-tools.xyz and in the plans screen of the application (the “Plan”).

Custom development services are not governed by these Terms; they are subject to a quotation and specific conditions.

2. Definitions

  • Customer: the legal entity, or the individual acting for business purposes, who takes out a subscription.
  • User: any person authorised by the Customer to access the Solution with their own credentials.
  • Customer Workspace: the Customer’s own space in the Solution, holding its Users and Data.
  • Customer Data: all information entered, imported or produced by the Customer and its Users in the Solution.
  • Subscription: the contract giving access to a Plan for a monthly or yearly period.

3. Business customers only

The Solutions are intended exclusively for professionals. By subscribing, the Customer declares that it is acting in the course of its business. Consumer withdrawal rights do not apply.

4. Acceptance and contract documents

Creating an account or taking out a Subscription constitutes unreserved acceptance of these Terms. The contract consists of, in decreasing order of precedence:

  1. any specific conditions signed by the parties (in particular for the Enterprise plan);
  2. the Plan subscribed to;
  3. these Terms and their appendix on personal data.

The Customer’s general purchasing conditions do not apply to MD-Tools without its written agreement.

5. Account and free trial

5.1. Access to a Solution requires an account. The Customer guarantees that the information provided is accurate and keeps it up to date.

5.2. Where a Solution offers a free trial, its duration and content are stated on the Solution’s page. The trial requires no payment method and ends automatically at the end of its term, with no commitment or charge.

5.3. At the end of the trial, editing access is suspended until a Subscription is taken out. Customer Data is kept for at least 30 days after the trial ends and may then be deleted.

6. Prices

6.1. Prices are stated in euros excluding VAT. VAT at the applicable rate is added.

6.2. The applicable price is that of the Plan on the date of subscription or renewal. MD-Tools may change its prices; any increase is notified to the Customer at least 30 days before the renewal it applies to. A Customer who does not accept it may cancel its Subscription before that date.

7. Term, renewal and cancellation by the Customer

7.1. The Subscription is taken out for one month or one year, at the Customer’s choice. It renews automatically for a period of the same length.

7.2. The Customer may cancel its Subscription at any time from its Customer Workspace or by writing to contact@md-tools.xyz. Cancellation takes effect at the end of the current period. Amounts paid for the current period are not refunded.

8. Changing plans

8.1. An upgrade takes effect immediately. The price difference is charged pro rata for the remainder of the current period.

8.2. A downgrade takes effect at the start of the next period. The Customer’s usage must fit within the quotas of the new Plan; otherwise the Solution refuses any creation that would exceed them, without deleting any Data.

9. Invoicing and payment

9.1. The Subscription is payable in advance at the start of each period, by card or SEPA direct debit. Payments are processed by Stripe; MD-Tools never has access to card numbers. An invoice is issued for each payment.

9.2. If a payment fails, MD-Tools informs the Customer by email. If the amount is still unpaid 15 days later, MD-Tools may suspend access to the Solution until payment, without deleting Customer Data.

9.3. In accordance with Article L. 441-10 of the French Commercial Code, any amount unpaid on its due date bears interest at three times the French statutory interest rate, plus a fixed recovery fee of €40.

10. MD-Tools’ obligations

10.1. MD-Tools provides the Solution remotely over the internet, in accordance with the Plan subscribed to. It is bound by an obligation of means (best efforts).

10.2. MD-Tools endeavours to keep the Solution accessible 24 hours a day, 7 days a week, without guaranteeing continuous availability. Interruptions may occur for maintenance; where possible they are announced in advance and scheduled outside business hours. A quantified availability commitment may only arise from specific conditions.

10.3. MD-Tools hosts the Solution and Customer Data in the European Union, on servers located in Germany, backs them up daily and applies state-of-the-art security measures.

10.4. Support is provided by email at contact@md-tools.xyz on French business days. MD-Tools endeavours to reply within two business days.

10.5. MD-Tools develops the Solution over time. It may change its features, without substantially reducing those of the Plan subscribed to during the current period.

11. Customer’s obligations

The Customer undertakes to:

  • use the Solution for its intended purpose and in accordance with these Terms and the law;
  • keep its Users’ credentials confidential and reserve each account for a single person;
  • not attempt to copy, decompile or circumvent the technical measures of the Solution, nor disrupt its operation;
  • only enter lawful content for which it holds the rights;
  • inform MD-Tools without delay of any unauthorised use of its accounts.

The Customer is responsible for its Users’ use of the Solution.

12. Intellectual property

12.1. MD-Tools owns and retains all rights in the Solutions (software, interfaces, documentation, trademarks). For the term of the Subscription, MD-Tools grants the Customer a personal, non-exclusive and non-transferable right to use the Solution for its internal needs, within the limits of the Plan subscribed to.

12.2. The Customer remains the sole owner of Customer Data. It authorises MD-Tools to host and process it only as needed to provide the Solution.

13. Customer Data and reversibility

13.1. The Customer may export its Data at any time, in the formats offered by the Solution.

13.2. When the Subscription ends, for whatever reason, the Customer has 30 days to export its Data, during which its Customer Workspace remains available read-only. The Data is then deleted within 90 days, including from backups as they rotate, unless the law requires it to be kept.

14. Personal data

14.1. For personal data contained in Customer Data (including User accounts), the Customer acts as controller and MD-Tools as processor within the meaning of Article 28 GDPR. The parties’ commitments are set out in the appendix below.

14.2. For data needed to manage the business relationship (invoicing, support), MD-Tools acts as controller, under its privacy policy.

15. Liability

15.1. The Solutions are tools that support engineering and organisation. Analyses, risk assessments, technical decisions and schedules produced with the Solution remain the sole responsibility of the Customer, who checks their relevance.

15.2. MD-Tools is only liable for direct and foreseeable damage resulting from a proven breach of its obligations. It is not liable for indirect damage, such as loss of revenue, customers, data or reputation.

15.3. Except in the case of gross negligence or wilful misconduct, MD-Tools’ total liability under the contract is limited to the amount, excluding VAT, paid by the Customer in the 12 months preceding the event giving rise to the claim.

16. Suspension and termination for breach

In the event of a serious breach by the Customer, including any attack on the security of the Solution, MD-Tools may suspend access to the accounts concerned immediately. If the breach is not remedied 15 days after formal notice by email, either party may terminate the Subscription automatically, without prejudice to any damages.

17. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. If the impediment lasts more than 30 days, either party may terminate the Subscription in writing.

18. Confidentiality

Each party keeps confidential the other’s information obtained in connection with the contract, for its term and 3 years after it ends.

19. Customer reference

Unless the Customer objects in writing, MD-Tools may mention its name and logo as a customer reference.

20. Changes to these Terms

MD-Tools may amend these Terms. New terms are notified to the Customer at least 30 days before they take effect and apply from the next renewal. A Customer who does not accept them may cancel its Subscription before that date.

21. Governing law and disputes

These Terms are governed by French law. The parties will first seek an amicable solution. Failing agreement within 30 days, any dispute relating to their formation, interpretation or performance falls under the exclusive jurisdiction of the Commercial Court of Vesoul, France, including for summary proceedings or where there are several defendants.

Appendix — Processing of personal data on behalf of the Customer

In accordance with Article 28 GDPR, for the personal data it processes on the Customer’s behalf, MD-Tools undertakes to:

  • process it only to provide the Solution, on the Customer’s documented instructions, these Terms and the use of the Solution constituting such instructions;
  • ensure that persons authorised to process it are bound by confidentiality;
  • implement appropriate security measures: encrypted connections, access control, separation of Customer Workspaces, daily backups stored off the main server;
  • only engage a sub-processor after informing the Customer, who may object on legitimate grounds. Sub-processors at the date of these Terms are the server host (Hostinger International Ltd, servers located in Germany) and the Solution’s email delivery service (Hostinger International Ltd);
  • not transfer the data outside the European Union without the safeguards required by the GDPR;
  • assist the Customer in responding to data subject requests and in meeting its security and impact assessment obligations;
  • notify the Customer of any personal data breach within 48 hours of becoming aware of it;
  • delete the data at the end of the contract, under the conditions of Article 13;
  • make available to the Customer the information needed to demonstrate compliance with these obligations.

Data processed: identity and business contact details of Users, login and activity logs, and any personal data entered by the Customer in the Solution. Data subjects: Users and persons mentioned in Customer Data. Duration: the term of the Subscription plus the deletion period set out in Article 13.