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Terms and Conditions of Sale

Last updated: 09/06/2026

Article 1 — Identification of the Seller

This website and the Products sold on it are published and operated by:

  • Company name: NGYNLABS
  • Legal form: EURL (single-member limited liability company)
  • Share capital: €1,000
  • Registered office: 14 rue du Gué Robert, 44000 Nantes, France
  • SIREN: 799278510
  • Trade and Companies Register (RCS): Nantes
  • Intra-EU VAT number: FR04799278510
  • Email address: contact@modoboa.com

hereinafter the "Seller".

Article 2 — Purpose and scope

2.1. These Terms and Conditions of Sale ("T&Cs") exclusively govern the sale, by the Seller, of usage licences for the Modoboa Pro software (the "Product" or the "Software"), a software extension intended for the open source Modoboa platform, as well as the associated support services.

2.2. The Product and the associated services are intended exclusively for professional Customers (hosting providers, IT service providers, MSPs, businesses and other professionals) acting for the purposes of their business. The Seller does not sell to consumers within the meaning of the French Consumer Code. By placing an order, the Customer represents and warrants that it is acting in a professional capacity.

2.3. Any order placed on the website implies the prior, full and unreserved acceptance of these T&Cs by the Customer. The Customer acknowledges having read them before confirming its order and waives any right to rely on its own general terms of purchase.

2.4. The Seller reserves the right to modify these T&Cs at any time. The applicable T&Cs are those in force on the date of the order.

Article 3 — Definitions

  • Customer: any professional, whether a natural or legal person, placing an order for the purposes of its business.
  • Instance: a distinct installation of the Software on a given server or Modoboa environment.
  • Licence: the right to use the Software granted to the Customer under the conditions set out in Article 9.
  • Subscription: a licence granted for a fixed and renewable (annual) term.

Article 4 — Products and offers

4.1. The Seller offers the following plans (detailed features are described on the product pages of the website):

  • Pro — Scope : 1 Instance; Type : Annual subscription; Support included : Yes
  • Provider — Scope : Up to 5 Instances; Type : Annual subscription; Support included : Yes

4.2. The Product is downloadable software (digital content not supplied on a physical medium). Modoboa Pro is an evolving set of modules; the exact features included are those described on the product page on the day of the order.

4.3. The essential characteristics of the Product, its technical prerequisites (in particular a compatible Modoboa instance) and its limitations are presented on the website. It is the Customer's responsibility to verify that the Product is suitable for its needs before purchase.

Article 5 — Prices

5.1. Prices are stated in euros (€) and exclusive of tax (excl. VAT).

5.2. VAT is applied in accordance with the regulations in force. For professional Customers established in another European Union member state and holding a valid intra-EU VAT number (verified via VIES), the sale is carried out under the VAT reverse-charge mechanism (VAT not applicable, art. 283-2 of the French General Tax Code).

5.3. The price payable is the one in force on the day of the order. The Seller reserves the right to modify its prices at any time, with no effect on orders already confirmed nor on the rate of ongoing subscriptions for their current period.

Article 6 — Orders

6.1. The Customer selects the desired plan, provides the necessary information (and, where applicable, its intra-EU VAT number) and confirms its order.

6.2. The ordering process includes a summary allowing the Customer to check the details of its order and its total price, and to correct any errors, before confirming it by an explicit click constituting a payment commitment.

6.3. The sale is definitively concluded after confirmation of payment. A confirmation email summarising the order is sent to the Customer.

6.4. The Seller reserves the right to refuse or cancel any order in the event of a prior dispute, suspicion of fraud, or unavailability.

Article 7 — Payment

7.1. Payment is made online by the means offered on the website, through a secure payment service provider.

7.2. Payment is due immediately upon order. For subscriptions, renewal gives rise to an automatic charge at each due date, unless terminated beforehand (Article 10).

7.3. In the event of late payment, late-payment penalties equal to three (3) times the statutory interest rate are payable as of right, together with a fixed recovery-cost indemnity of €40 (art. L441-10 and D441-5 of the French Commercial Code). The Seller may also suspend access to updates and support, and terminate the relevant Licence.

Article 8 — Delivery and provision

8.1. As the Product is digital content, it is made available by download and/or by communication of a licence key and the necessary access credentials, by electronic means, immediately or as soon as possible after confirmation of payment.

8.2. It is the Customer's responsibility to have the technical means enabling the download and installation of the Software.

Article 9 — Usage licence

9.1. The Seller grants the Customer a non-exclusive, non-transferable right to use the Software, limited to the scope of the plan subscribed to (number of Instances stated in Article 4) and to the term of the subscription and its renewals.

9.2. Prohibitions. Save with express authorisation, the Customer shall refrain from: reselling, sublicensing, renting or distributing the Software to third parties; circumventing any licensing mechanisms; using the Software beyond the authorised number of Instances.

9.3. Third-party / open source components. The Software may incorporate or rely on third-party software components subject to their own licences (in particular components related to the Modoboa ecosystem). These components remain governed by their respective licences, supplied with the Product.

9.4. Intellectual property. The Software and all of its constituent elements remain the exclusive property of the Seller (or its licensors). This sale does not entail any transfer of intellectual property rights, except for the right of use defined above.

Article 10 — Term, renewal and termination of subscriptions

10.1. Subscriptions are taken out for a term of one (1) year and are automatically renewed for successive one-year periods, unless terminated by the Customer before the renewal date.

10.2. The Customer may cancel the renewal at any time from its customer area or by request sent to contact@modoboa.com. Termination takes effect at the end of the current period; no pro rata temporis refund is due for the period already started.

10.3. At the end of a non-renewed subscription, the Customer loses access to updates and support.

Article 11 — Support and updates

11.1. The plans include technical support provided by electronic means (contact@modoboa.com), within the limits and time frames indicated on the product page.

11.2. Support covers assistance with installation and use, as well as the correction of reproducible defects. It does not cover bespoke services, the administration of the Customer's Modoboa instance, or malfunctions attributable to the Customer's environment or to unauthorised modifications of the Software.

11.3. The Seller may provide corrective and feature updates during the term of the subscription.

Article 12 — Warranties

12.1. The Software is provided as is. The Seller warrants that it holds the rights necessary to grant the Licence and undertakes to supply the Product in accordance with its documentation.

12.2. The Seller remains bound by the statutory warranty against hidden defects under the conditions of articles 1641 et seq. of the French Civil Code. As the parties are professionals, any other warranty, express or implied, in particular fitness for a particular purpose, is excluded to the extent permitted by law.

12.3. The Customer, as an informed professional, acknowledges having verified the suitability of the Product for its needs and having the skills necessary for its operation.

Article 13 — Liability

13.1. The Seller is bound by an obligation of means. The Software is an administration tool; it is the Customer's responsibility to carry out the appropriate backups and tests before any production deployment.

13.2. To the extent permitted by law, the Seller's liability, for all damages combined, is limited to the amount paid by the Customer for the Product concerned during the twelve (12) months preceding the triggering event. The Seller is not liable for indirect damages (loss of operations, loss of data, loss of revenue, damage to reputation).

13.3. These limitations do not apply in the event of gross negligence or wilful misconduct, nor in cases where the law excludes them.

Article 14 — Protection of personal data

14.1. The Seller processes the Customer's personal data (identification, billing) as a data controller, in accordance with the GDPR and the French Data Protection Act. The terms are detailed in the Privacy Policy.

14.2. As the Software runs on the Customer's premises (self-hosting), the Seller does not, in the context of the sale, access the data processed by the Customer via the Software. The Customer remains solely responsible for the processing of the data it handles by means of the Software.

Article 15 — Force majeure

Neither party shall be held liable for a breach resulting from a force majeure event within the meaning of article 1218 of the French Civil Code.

Article 16 — Governing law and dispute resolution

16.1. These T&Cs are governed by French law.

16.2. Failing an amicable resolution, any dispute falls within the exclusive jurisdiction of the courts of Nantes, notwithstanding multiple defendants or third-party proceedings.