Terms of sale and terms of use

1. Purpose and parties

These terms of sale and terms of use (the "Terms") govern access to the Merconto online service (the "Service"), published by ENOC, a French simplified joint-stock company (SAS) with a share capital of €800, registered with the Caen Trade and Companies Register under number 942 171 323, whose registered office is at 19 bis rue du Clos des Roses, 14920 Mathieu, France, trading as ENOC Distribution ("ENOC"). EU VAT number: FR38 942 171 323. Contact: contact@merconto.com.

They apply to any legal entity or individual who creates a workspace, subscribes or uses the Service (the "Customer"). Part A governs the sale of the subscription; part B, the use of the Service. They prevail over any Customer document, including its purchasing terms. The Enterprise offer is governed by a separate contract, which prevails over the Terms for the matters it covers.

The Service is reserved for businesses acting for the purposes of their trade. By creating a workspace or subscribing, the Customer declares that it acts as a business and accepts the Terms.

2. Definitions

• Workspace: the Customer's environment in the Service, which holds its data, settings and users.
• User: a person with a named account in a workspace, with one of the roles Owner, Member or Read-only. The Owner manages the subscription and the team.
• Customer Data: files and messages uploaded or pasted, the lines extracted from them, settings, requests, orders, conversations with the agent and any content saved by the Customer in the Service.
• Upload: a price list saved in the Service, whether a file (Excel, CSV) or a pasted and confirmed message.
• AI credits: the unit that measures the consumption of the Service's artificial intelligence processing.
• Plan: the offer subscribed to (Essentiel, Pro, Business or Enterprise).

3. Free trial

Every new workspace comes with a seven-day free trial, with no payment method, with the features of the Business plan and an allowance of 300 AI credits. The trial is offered once per Customer; ENOC may refuse a new trial to a Customer who has already had one.

At the end of the trial, without a subscription, access to the data screens is suspended. The account, the team and the billing page remain accessible, and Customer Data is kept as set out in article 12.

4. Plans and prices

The content of each Plan (uploads per month, AI credits, users, included features) is the one described on the Pricing page on the day of subscription. At the date of these Terms, prices are as follows:

Prices are in euros, excluding taxes. VAT is added on the invoice at the applicable rate. A Customer established in another European Union member state who provides a valid EU VAT number is invoiced without VAT, the VAT being due by the Customer under the reverse-charge mechanism.

ENOC may change its prices. A new price applies from the following monthly period, after the Customer has been informed by e-mail at least thirty days in advance. A Customer who refuses it may cancel its subscription before it applies.

5. Subscription, term and renewal

The subscription is taken out by the Owner of the workspace, from Settings › Billing, on a payment page provided by Stripe, ENOC's payment provider. The contract is formed when the payment is confirmed or, during the trial, when the subscription is confirmed.

The subscription is monthly, with no minimum term, and renews automatically each month until it is cancelled. If it is taken out during the trial while more than two days of trial remain, the first payment is taken at the end of the trial.

6. Payment and invoicing

The subscription is payable in advance, at the start of each monthly period, by card or by any other payment method offered on the payment page. Payment data is processed by Stripe; ENOC never has access to card numbers. Invoices are issued in ENOC's name by Stripe and sent by e-mail; they carry the Customer's VAT number if provided.

If a payment fails, Stripe presents it again. If the payment still fails after these new attempts, ENOC may suspend access to the data screens until the situation is settled; Customer Data is kept.

Any amount not paid when due bears, automatically and without prior reminder, late-payment interest equal to three times the French statutory interest rate, plus a fixed recovery fee of €40, in accordance with articles L. 441-10 and D. 441-5 of the French Commercial Code. No discount is granted for early payment.

7. Changing plan

The Customer may change Plan at any time from the billing portal. The price difference is prorated over the current period, and the new limits apply as soon as the change is confirmed. When moving to a lower Plan, the Customer ensures that its use, in particular the number of users, complies with the limits of the new Plan.

8. Termination

By the Customer. The Customer may cancel its subscription at any time from the billing portal. Cancellation takes effect at the end of the current monthly period, already paid, which is not refunded; access remains open until that date.

By ENOC. ENOC may terminate the subscription in the event of a serious breach of the Terms by the Customer, in particular of article 11, fifteen days after a formal notice has remained without effect, or immediately in the event of a threat to the security of the Service or of fraud. ENOC may also discontinue the Service with sixty days' notice; amounts paid for a period not served are then refunded.

9. Uploads and AI credits

Uploads. Each Plan includes a number of uploads per calendar month. Each file or message saved counts as one upload, even if it is later removed.

AI credits. Each Plan includes a monthly allowance of AI credits. Each artificial intelligence processing, in particular reading a price list or a message and questions asked to the agent, consumes a number of credits proportional to its actual computing consumption. The Settings › Billing screen shows the month's consumption and the balance. The allowance is renewed on the first day of each calendar month; unused credits are not carried over, have no monetary value and are not refundable.

When a limit is reached, the feature concerned is suspended until the allowance is renewed or until the Customer moves to a higher Plan; other features remain available. ENOC may also apply reasonable technical limits, for example on file size or request frequency, to protect the Service.

10. Access to the Service and accounts

The Service is available at app.merconto.com. Creating a workspace requires an e-mail address, verified by a code sent to that address. The Owner invites the other users, within the seats of its Plan.

Each account is personal and belongs to a single person. Credentials are confidential. The Customer is responsible for actions taken from the accounts of its workspace and informs ENOC without delay of any unauthorised use.

11. Acceptable use

The Customer undertakes to use the Service for the purposes of its business, in accordance with applicable law and the Terms. In particular, it shall not:

• upload data it is not entitled to use;
• circumvent the limits of the Service (uploads, credits, seats) or access the data of another workspace;
• disrupt the operation of the Service, extract its content on a large scale, copy it, decompile it or reproduce how it works;
• use the Service to send unsolicited messages.

In the event of a breach, ENOC may suspend the access concerned, after informing the Customer, except in an emergency.

12. Customer Data

Ownership. The Customer remains the owner of its Data. ENOC processes it only to provide the Service; it is never shared with another customer nor used to train an artificial intelligence model.

Files. An uploaded file is read, then deleted: only the lines extracted from it, the calculations and the items saved by the Customer are kept. The Customer keeps its original files.

Anonymised statistics. ENOC may compile and use aggregated, anonymised data, for example price levels per product reference, which do not identify the Customer, its suppliers or any person, in order to improve the Service.

Removal. In the Service, nothing is deleted: a removed item is hidden from every screen and every calculation, and can be restored.

Retention and deletion. Customer Data is kept as long as the workspace exists, including after the end of the trial or subscription, so that the Customer can pick up where it left off. On request to contact@merconto.com, ENOC closes the workspace and deletes its Data within thirty days, after providing an export if the Customer wishes. ENOC may close a workspace that has had no subscription and no sign-in for twenty-four months, after warning the Owner by e-mail at least thirty days in advance.

13. Artificial intelligence and results

The Service uses artificial intelligence models to read files and messages, match references and answer questions. The amounts displayed are calculated by the Merconto engine from the extracted data, not produced by a language model; detected anomalies are flagged, never corrected silently. Reading and matching may nevertheless contain errors: the Customer checks the results before basing a decision on them.

The agent proposes changes; none is saved without a user's confirmation, and every confirmed action can be undone.

Public prices are dated readings, taken from Google Shopping and collected by a provider. They are indicative; ENOC does not guarantee their accuracy or completeness.

The Service is a decision aid. It is neither advice nor a guarantee of price or margin: the Customer remains solely responsible for its purchases, selling prices and negotiations. Merconto sends no message to the Customer's suppliers or customers; the e-mail drafts it prepares are sent, if at all, by the Customer itself.

14. Availability and support

ENOC endeavours to keep the Service available at all times, under a best-efforts obligation, subject to maintenance, incidents and force majeure. Scheduled maintenance is carried out outside business hours whenever possible. The application and its data are hosted in the European Union, in Frankfurt (Germany); their daily backup, encrypted, is stored in the European Union. Artificial intelligence processing (reading files and pasted text, agent answers) is carried out by Anthropic PBC, in the United States, as set out in article 18.

Support is provided by e-mail at contact@merconto.com and from the Help screen of the Service. The Business plan includes priority support, with a reply within twenty-four business hours.

ENOC may change the Service. If a change removes an essential feature of the Plan subscribed to, the Customer may cancel its subscription free of charge, with immediate effect, and is refunded for the period not served.

15. Liability

ENOC is bound by a best-efforts obligation. It is not liable for indirect damage, such as loss of revenue, margin, customers or business opportunity, nor for the consequences of decisions made by the Customer on the basis of the Service.

ENOC's total liability, for all causes combined, is limited to the amounts paid by the Customer for the Service during the twelve months preceding the event giving rise to the claim. These limits do not apply in the event of gross negligence or wilful misconduct, nor to personal injury.

The Customer is responsible for the content of its Data, its lawfulness and the use it makes of the Service and its results.

16. Intellectual property

ENOC retains all rights in the Service: software, interface, the Merconto brand and content. It grants the Customer, for the duration of the trial and then of the subscription, a personal, non-exclusive and non-transferable right to use the Service, within its workspace and the number of users of its Plan.

Improvement suggestions the Customer sends, in particular from the Help screen, may be freely used by ENOC to improve the Service. Unless agreed in writing, ENOC does not name the Customer as a commercial reference.

17. Confidentiality

Each party keeps confidential the non-public information of the other party that it learns in the course of the contract, in particular Customer Data and the prices and terms of its suppliers. This obligation lasts for the term of the contract and three years after it ends.

18. Personal data

ENOC as controller. For users' account and billing data, ENOC acts as data controller, as described in its privacy policy.

ENOC as processor. Customer Data may contain personal data, for example the name of a contact in a pasted message. For such data, ENOC acts as the Customer's processor within the meaning of article 28 of Regulation (EU) 2016/679 (GDPR). As such, ENOC:

• processes it only on the Customer's documented instructions, which are the Terms and the use of the Service;
• ensures that the persons authorised to process it are bound by confidentiality;
• implements appropriate security measures: encrypted connections, isolation between workspaces, passwords stored as hashes, encrypted backups, restricted access;
• uses the following sub-processors: Render Services, Inc. (hosting of the application and data, in Frankfurt), Anthropic PBC (reading of files and pasted text, agent answers, in the United States), Cloudflare, Inc. (storage of the daily database backup, encrypted before it is sent with a key only ENOC holds, in the European Union jurisdiction) and Google Ireland Limited (delivery of the application's e-mails). The public price collection provider receives only product references, never personal data;
• informs the Customer of any addition or replacement of a sub-processor, the Customer being able to object by cancelling its subscription;
• frames any transfer outside the European Union with appropriate safeguards, such as an adequacy decision or the European Commission's standard contractual clauses;
• assists the Customer in responding to requests from data subjects exercising their rights;
• notifies the Customer of any personal data breach without undue delay, and no later than forty-eight hours after becoming aware of it;
• deletes such data as set out in article 12, or returns it to the Customer on request;
• makes available to the Customer the information needed to demonstrate compliance with these obligations.

19. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of article 1218 of the French Civil Code, including the failure of a host, internet access provider or technical provider that it could not reasonably foresee or avoid. If the impediment lasts more than thirty days, either party may terminate the contract without compensation.

20. Changes to the Terms

ENOC may change the Terms. It informs the Customer by e-mail at least thirty days before they come into force. A Customer who refuses the new version may cancel its subscription before that date; otherwise, the new version applies. The version in force is the one published on this page.

21. Governing law and disputes

The Terms are governed by French law. In the event of a dispute, the parties first seek an amicable solution for thirty days from the written complaint of either of them. Failing that, the dispute is subject to the exclusive jurisdiction of the Commercial Court of Caen (tribunal de commerce de Caen), including in the event of multiple defendants or third-party claims.

The French version of the Terms prevails; this translation is provided for information only.