Terms of Sale

These General Terms of Sale (hereinafter the "Terms of Sale") set out the conditions under which the Mentaal platform, SIREN No. 107 464 463, whose registered office is located at 4 rue Vercingétorix, 63670 La Roche-Blanche (hereinafter "Mentaal"), sells access to its online platform available at mentaal.fr (hereinafter the "Service") to professional psychologists (hereinafter the "Customer").

The Service allows the Customer to send psychometric questionnaires to their patients and to automatically receive by email the results, scoring and associated interpretations.

Any subscription to the Service implies full and complete acceptance of these Terms of Sale, as well as of the Terms of Use and the Privacy Policy. These Terms of Sale prevail over any other document of the Customer, in particular the Customer's general terms of purchase.

Access to the Service is strictly reserved for qualified, practicing psychologists. The Customer warrants to Mentaal:

• that they are a qualified psychologist authorized to practice,
• that they have not been struck off, suspended or prohibited from practicing.

Any false statement will result in the immediate termination of the subscription, without refund, and may give rise to legal proceedings. The Customer undertakes to inform Mentaal without delay of any change in their professional situation affecting their eligibility.

Subscription to the Service takes place online, on the mentaal.fr website, according to the following process:

• creation of an account by the Customer,
• choice of the subscription plan (monthly or annual),
• entry of the billing information and credit card details through our payment service provider,
• express acceptance of these Terms of Sale by checking a box,
• confirmation of the subscription by email.

The contract is formed upon confirmation of the subscription. The Customer will receive an email confirmation summarizing the essential features of the Service subscribed to.

The Mentaal Pro subscription includes, for the entire term of the subscription:

• unlimited sending of questionnaires to patients,
• automatic scoring of the results,
• delivery of the analyses to the Customer by email,
• export of the results in PDF format,
• tracking of the patient's progress,
• access to updates of the Service.

The list of available features and tools may change. Mentaal reserves the right to add, modify or remove features at any time, without this being deemed a substantial reduction of the Service.

The applicable prices are those displayed on the mentaal.fr website on the date of subscription. Prices are expressed in euros, excluding taxes (HT). VAT (TVA) at the applicable statutory rate is added to the price excluding taxes and is shown separately on the invoice. The actual price including taxes (TTC) is shown to the Customer before they confirm their order.

Two plans are offered:

• monthly plan: billed every month in advance,
• annual plan: billed annually in advance, at a preferential rate.

Payment is made exclusively by credit card, through our secure payment service provider Stripe. By subscribing, the Customer authorizes Mentaal to make the automatic charges corresponding to the chosen subscription for the entire term of the contract, including upon renewal.

Invoices are issued automatically and made available to the Customer in their personal account area.

If a payment fails, access to the Service may be suspended without notice until the situation is remedied. Any amount not paid when due shall automatically, and without prior formal notice (mise en demeure), give rise to late payment penalties at the increased statutory interest rate (taux d'intérêt légal majoré), as well as to the fixed compensation for collection costs of 40 € provided for by Articles L.441-10 and D.441-5 of the Code de commerce (French Commercial Code).

Upon their first subscription, the Customer may benefit from a free trial period of thirty (30) days, extended to sixty (60) days if a valid referral code is used.

The trial period requires a valid payment method to be provided upon registration. At the end of the trial period, the subscription automatically converts to a paid subscription under the chosen plan, unless the Customer cancels it from their personal account area before the end of the trial period.

The free trial offer is limited to a single subscription per Customer. Mentaal reserves the right to modify or withdraw this offer at any time.

Mentaal offers a referral program that allows its active Customers to give other psychologists access to preferential terms and, in return, to receive benefits on their own subscription.

The following conditions apply:

• only a Customer with an active subscription may generate a referral code,
• the referral benefit is conditional upon the referred psychologist actually taking out a paid subscription,
• referral benefits cannot be combined with other promotional offers,
• referral codes may under no circumstances be exchanged for cash or any other means of payment.

Mentaal reserves the right to modify, suspend or terminate the referral program at any time, and to cancel any code obtained through fraud or by circumventing these rules.

The subscription is taken out for the term indicated at the time of subscription (monthly or annual). It is automatically and tacitly renewed for successive periods of the same duration, unless terminated by the Customer.

The Customer may terminate their subscription at any time from their personal account area or by contacting Mentaal at contact@mentaal.fr. Termination takes effect at the end of the current period. The Customer retains access to the Service until that date.

No refunds. No prorated refund of the amounts paid will be made if the Customer terminates mid-period. Amounts already paid shall be retained by Mentaal.

Termination by Mentaal. Mentaal reserves the right to suspend or terminate access to the Service immediately and automatically (de plein droit), without notice or compensation, in particular in the event of:

• non-payment,
• any false statement regarding the Customer's professional status (degree, practice),
• the Customer being struck off, suspended or prohibited from practicing,
• any fraudulent, abusive or improper use of the Service,
• any breach of the obligations set out in these Terms of Sale or in the Terms of Use,
• any harm to the security of the Service, to patient data or to the rights of third parties.

Any termination due to the Customer's fault shall occur without refund of the amounts already paid and without prejudice to any damages that Mentaal may claim.

Although the Service is intended for professionals and does not fall within the scope of consumer law, Mentaal contractually grants the Customer a right of withdrawal of fourteen (14) days from the initial subscription to a paid plan.

To exercise this right, the Customer must notify Mentaal of their decision by email at contact@mentaal.fr before the 14-day period expires, stating their identity and the subject of the withdrawal.

In the event of withdrawal, any amounts paid will be refunded within 14 days. This right does not apply to the renewal of the subscription.

Mentaal reserves the right to change the prices of its subscriptions at any time. Any price change will apply from the next billing date. The Customer will be informed of it by email in advance and may, if they refuse the new prices, terminate their subscription under the conditions set out in the article on termination.

Mentaal may also change the Service, its features, its interface and its content, without this giving rise to any right to compensation for the Customer.

The Customer undertakes in particular to:

• use the Service in strict compliance with the psychologists' code of ethics (code de déontologie des psychologues) and the regulations applicable to their profession,
• obtain the patient's free and informed consent before sending them any questionnaire through the platform, and inform them of the processing of their data in accordance with the GDPR,
• choose, configure and interpret the tests under their sole and entire clinical responsibility,
• keep their login credentials confidential and ensure the security of their email account, to which the results are sent,
• provide accurate information upon registration and keep it up to date throughout the subscription,
• not divert the Service from its intended purpose, not attempt to access it by fraudulent means, and not make their credentials available to third parties.

The Customer is solely responsible for the data they enter and the results they derive from it, as well as for communicating those results to their patients.

Mentaal undertakes, under a best-efforts obligation (obligation de moyens), to:

• provide access to the Service with reasonable availability, 24 hours a day, 7 days a week, subject to maintenance operations and cases of force majeure,
• implement the technical and organizational measures necessary for the security of the Service and of the data processed,
• use an HDS-certified hosting provider (Hébergement de Données de Santé, the French certification for health data hosting) located in France for the health data processed,
• inform the Customer of significant changes to the Service.

Mentaal cannot be bound by an obligation to achieve a specific result (obligation de résultat) as regards the uninterrupted availability of the Service. Interruptions due to maintenance, to changes to the Service or to external causes (in particular third-party hosting providers, payment service providers, the internet network) shall not give rise to its liability.

Exclusion of clinical liability. Mentaal provides a tool that assists with assessment. Accordingly, Mentaal shall in no event be held liable for:

• the diagnosis made, or the clinical or therapeutic decisions taken by the Customer,
• the patient's care, referral, follow-up or any consequence for their health,
• the choice of the tests used, their relevance for a given patient, or the interpretation of the results,
• the use the Customer makes of the results provided,
• the communication of the results to the patient or to third parties.

The Customer expressly acknowledges that the automated scoring provided by the Service is an aid to assessment and in no way replaces the psychologist's clinical analysis.

Limitation of liability. In any event, and except in the case of gross negligence (faute lourde) or willful misconduct (dol), Mentaal's liability under this contract, for all damages combined, shall be limited to the total amount actually paid by the Customer for their subscription during the six (6) months preceding the event giving rise to liability.

Mentaal shall in no event be held liable for indirect damages, including loss of revenue, loss of clientele, loss of data or damage to reputation.

In the course of providing the Service, two categories of data processing coexist:

• the processing for which Mentaal acts as data controller (Customer account management, billing, support, Service usage statistics), under the conditions set out in the privacy policy,
• the processing relating to patient data (sending questionnaires, collecting and transmitting answers, scoring), for which the Customer is the data controller and Mentaal acts as data processor within the meaning of Article 28 of the GDPR.

The Customer accordingly entrusts Mentaal with the processing of patient data, which may be used solely for the purposes of the Service. The specific terms of this processing (duration, security, sub-processors, assistance, return, deletion) are described in a data processing agreement (DPA), available to the Customer upon request at contact@mentaal.fr.

The Customer warrants that they have obtained the patient's informed consent before sending the questionnaire, and undertakes to have a valid legal basis for the processing of the data they entrust to Mentaal.

Health data is hosted on HDS-certified servers located in France.

Mentaal grants the Customer, for the term of the subscription, a personal, non-exclusive and non-transferable right to use the Service, limited to the needs of their professional activity.

All the elements making up the platform (texts, interfaces, logos, trademarks, databases, software) are protected by intellectual property law and remain the exclusive property of Mentaal or its partners. Any reproduction, representation, modification, extraction or reuse, in whole or in part, without express authorization is prohibited.

With regard to the psychometric tools made available, Mentaal endeavors to respect the applicable copyrights and terms of use. For more information, the Customer may consult the page dedicated to licenses.

Severability. If any provision of these Terms of Sale were declared null and void or unenforceable, the other provisions would remain in full force and effect.

No waiver. Mentaal's failure to invoke a breach by the Customer of any of their obligations shall not be construed as a waiver of the right to invoke it later.

Assignment. Mentaal may assign, transfer or contribute, in any form whatsoever, all or part of its rights and obligations under these Terms of Sale to any third party, in particular in connection with a restructuring transaction.

These Terms of Sale are governed by French law.

In the event of a dispute relating to their formation, interpretation or performance, the parties shall endeavor to reach an amicable settlement. Failing an amicable resolution within thirty (30) days of the first written notification of the dispute, and subject to mandatory rules on jurisdiction, any dispute shall be subject to the exclusive jurisdiction of the courts within the district of the Cour d'appel de Riom (Riom Court of Appeal), i.e., the courts of Clermont-Ferrand.