General subscription terms

Article 1Definitions

“Cosensible” or “the Publisher” means Cosensible Maroc SARL, Casablanca, for customers established in Morocco once it is incorporated; Cosensible LLC, 2105 Vista Oeste NW, Ste E, Albuquerque, New Mexico 87120, États-Unis, for other customers and during the transitional period. “Customer” means the legal entity or professional subscribing for the purposes of its business. “Product” means the Conseilor software, a sales assistant for online shops, accessed online and installed on the Customer’s site. “User” means any person authorised by the Customer to access the Product. “Customer Data” means the data the Customer and its Users record in the Product. “Subscription” means the right to access the Product for the term and number of Users subscribed for.

Article 2Purpose and scope

Cosensible grants the Customer, for the term of the Subscription, a non-exclusive, non-transferable and non-assignable right to access and use the Product for its internal business purposes, within the number of Users subscribed for. These terms apply to the exclusion of any other document of the Customer. They are not addressed to consumers within the meaning of Moroccan law no. 31-08.

Article 3Account and Users

The Customer appoints an administrator who creates and manages User access. The Customer is responsible for the use made of the credentials, for the confidentiality of passwords and for the actions carried out from its Users’ accounts. It informs Cosensible without delay of any unauthorised use. The information provided at sign-up must be accurate and kept up to date, in particular the ICE number, the address and the billing address.

Article 4Free trial

Cosensible may offer a fourteen-day free trial. During the trial, the Product is provided as is, with no service level commitment. At the end of the trial, and unless a Subscription is taken out, access is closed and the Customer Data is deleted within thirty days, the Customer being able to export it before that date.

Article 5Term, renewal and termination

The monthly Subscription takes effect on the subscription date and renews tacitly month by month. The Customer may end it at any time from its admin area; termination takes effect at the end of the current monthly period, with no refund of the period started. The annual Subscription renews tacitly for one year, unless terminated by either party at least thirty days before the anniversary. Cosensible may terminate the Subscription in the event of a serious breach by the Customer that is not remedied fifteen days after formal notice, or immediately in the event of unlawful use of the Product.

Article 6Prices, invoicing and payment

Prices are those published on the site or in the order form on the subscription date. They are stated excluding tax; VAT and any applicable tax are added. For customers established in Morocco invoiced by Cosensible Maroc SARL, invoices are denominated in dirhams and carry the particulars required by Moroccan law. Payment is made monthly in advance, by card, bank transfer or direct debit.

Cosensible may change its prices on sixty days’ notice given by email; a Customer who does not accept the change may terminate before it takes effect. Any late payment leads, after a reminder left without effect for ten days, to suspension of access to the Product, without prejudice to the late-payment penalties provided by Moroccan law and to recovery costs. Customer Data is retained during the suspension.

Transitional period, Moroccan customers invoiced by Cosensible LLC: invoices are issued excluding tax in the currency stated on the order form. A Customer registered for VAT in Morocco accounts for the VAT under the reverse-charge mechanism. The Customer is informed that Moroccan law may require it to withhold tax at source on sums paid to a non-resident provider (article 15 of the General Tax Code); the Customer undertakes to provide Cosensible with the corresponding withholding certificate.

Article 7Service level and support

Cosensible undertakes to use the means necessary to achieve the monthly availability rate for the Product set out in the service sheet for each offer, excluding planned maintenance notified at least forty-eight hours in advance and excluding force majeure or the failure of third-party networks and services. The calculation method, the service credits applicable in the event of a breach and support response times are set out in the service sheet for each offer, which forms part of the contract. Support is provided in English, French and Arabic, Monday to Friday, from 9 am to 6 pm (Casablanca time), through the customer area, email and instant messaging.

Article 8Product changes and regulatory compliance

Cosensible develops the Product continuously. Updates are included in the Subscription and deployed without action by the Customer. Cosensible builds into the Product the rules and formats published by the competent authorities where they apply, and undertakes to update them within a reasonable time after their official publication. This is an obligation of means. The Customer remains solely responsible for the accuracy of the data it enters, for checking the results produced, for its tax and social security filings and for compliance with its own legal obligations. The Product does not constitute legal, tax, accounting or employment advice.

Article 9Artificial intelligence agents

Some functions of the Product rely on artificial intelligence agents that draft messages, chase third parties, extract data from documents or answer the Customer’s contacts. The Customer enables these functions at its discretion, sets their instructions and their limits, and retains the ability to review, correct and disable them. The results produced by these agents may contain errors; the Customer checks them before any use engaging its liability. Where the agents address the Customer’s own customers or employees, the Customer informs them of the use of an automated assistant and of the processing of their data, in accordance with law 09-08.

Article 10Customer Data

Customer Data remains its exclusive property. Cosensible uses it only to perform the contract, to provide support at the Customer’s request, to secure the service and to comply with its legal obligations, under the conditions of the personal data processing annex, which forms an integral part of these terms. The Customer may export its data at any time in a standard format. On expiry of the contract, it remains exportable for thirty days, then is deleted within ninety days, unless a legal retention obligation applies. The Customer, as data controller, warrants that it has informed the individuals concerned and completed the formalities incumbent on it with the CNDP.

Article 11Security

Cosensible implements security measures in line with the state of the art, described in the data processing annex. The Customer for its part applies the usual IT hygiene rules: strong passwords, two-factor authentication where offered, management of departing Users, protection of mobile devices. Cosensible informs the Customer of any security incident affecting its data as soon as possible and at the latest seventy-two hours after becoming aware of it.

Article 12Customer obligations

The Customer undertakes to use the Product in accordance with its purpose and with applicable law; not to introduce unlawful content, malicious software or data it is not authorised to process; not to attempt to access Cosensible’s systems or other customers’ data; not to resell, rent or make access to the Product available to third parties; not to decompile, copy or reproduce the Product.

Article 13Intellectual property

The Product, its code, its interfaces, its documentation, its trade marks and every element supplied by Cosensible remain the exclusive property of Cosensible LLC and its licensors. The Subscription confers on the Customer no right other than the right of use defined in article 2. Improvement suggestions made by the Customer may be freely implemented by Cosensible.

Article 14Confidentiality

Each party undertakes to keep confidential the other party’s non-public information that it learns in connection with the contract, for its term and five years afterwards, and to use it only to perform the contract. This obligation does not apply to information that has entered the public domain without fault, nor to information whose disclosure is required by law or by an authority, in which case the party concerned informs the other where the law permits.

Article 15Liability

Cosensible is bound by an obligation of means. It can be held liable only for proven fault causing direct damage. Indirect damage is excluded, in particular loss of revenue, profit, customers or data of which the Customer did not keep a copy although export was available to it, as well as the consequences of incorrect data entry, non-compliant use, or a decision taken by the Customer on the basis of the Product’s results without verification. In any event, Cosensible’s total liability under the contract is limited to the sums paid by the Customer during the twelve months preceding the triggering event. These limitations do not apply in the event of gross negligence or wilful misconduct.

Article 16Force majeure

Neither party may be held liable for a failure caused by an event of force majeure within the meaning of article 269 of the dahir forming the Code of Obligations and Contracts, including the interruption of communication networks or third-party hosting services, provided it informs the other party and endeavours to limit the effects. If the event lasts more than sixty days, either party may terminate without indemnity.

Article 17Suspension

Cosensible may suspend access to the Product, with notice where circumstances permit, in the event of non-payment, use contrary to these terms, an established risk to the security of the service or a request from a competent authority. Suspension does not end the contract nor the obligation to pay.

Article 18Changes to the terms

Cosensible may amend these terms to reflect changes in the law or in its products. Amendments are notified to the Customer by email at least thirty days before they take effect. A Customer who refuses them may terminate before that date; failing that, they apply.

Article 19Subcontracting and assignment

Cosensible may use subcontractors for hosting, payment, message delivery and support, listed in the data processing annex and kept up to date. Cosensible remains liable to the Customer for the subcontracted services. The Customer may not assign the contract without Cosensible’s written agreement; Cosensible may assign it to any company in its group by informing the Customer.

Article 20Governing law and dispute resolution

For customers established in Morocco, the contract is governed by Moroccan law. In the event of a dispute, the parties endeavour to settle it amicably within thirty days of written notice from either of them. Failing that, and unless an arbitration clause is stipulated in an order form in accordance with Moroccan law no. 95-17 on arbitration and conventional mediation, the dispute is brought before the commercial court of Casablanca. For large accounts, the order form may provide that any dispute be settled by arbitration under the rules of the Casablanca Mediation and Arbitration Centre, by a sole arbitrator, the seat of the arbitration being Casablanca and the language French.

For customers established outside Morocco, the contract is governed by the law of the State of New Mexico, United States, and any dispute falls within the jurisdiction of the courts of that State, subject to any mandatory provision to the contrary in the Customer’s country.

Article 21Miscellaneous

If any clause of these terms is declared void, the others remain applicable. A party’s failure to invoke a breach does not amount to a waiver. These terms, the service sheet, the data processing annex and the order form constitute the entire agreement. They are drawn up in French; English and Arabic versions are provided for the Customer’s convenience, the French version prevailing in the event of any discrepancy.