GENERAL TERMS AND CONDITIONS

Updated on March 1, 2026

Terms and Conditions of Use

WHAT IS JOOXTER?

JOOXTER is a SaaS application offering workspace management and occupancy data analysis services to professionals (hereinafter the "Services").

The Services are accessible via the Internet on computers, tablets and smartphones.

HOW TO USE JOOXTER

To access the Services, you must download the dedicated application and subscribe by contacting JOOXTER directly at the contact details provided below.

You will not be able to access the Services without first subscribing.

Once you have subscribed, JOOXTER will provide you with a username and password that will allow you to access the Services.

HOW TO TAKE OUT A SUBSCRIPTION

Please contact JOOXTER by email at the following address: contact@jooxter.com or submit a contact request directly from the JOOXTER website.

After gathering essential information about your business (number of employees, buildings , etc.), JOOXTER will provide you with a quote that includes customized services tailored to your needs.

The terms and conditions for accepting the quote, subscribing to the service, and performing the Services are governed by the General Terms and Conditions of Service and Sale (GTCS & GTCS).

Terms and Conditions of Service

Article I. Preamble

JOOXTER SAS (hereinafter "JOOXTER") is a simplified joint stock company with capital of €84,590, registered in the Lille Trade and Companies Register under number 803 615 574 00016, with its registered office located at 165 avenue de Bretagne, 59000 Lille.

JOOXTER offers exclusively to professional customers acting within the scope of their commercial, industrial, craft, liberal, or agricultural activities (hereinafter referred to as the "CUSTOMER"), access to its software for managing collaborative environments, workspaces, and analyzing space occupancy, provided in SaaS (Software as a Service) mode and 100% accessible via the internet (hereinafter the "Services").

The purpose of these Terms and Conditions of Service (hereinafter "T&Cs") is to define the contractual relationship between JOOXTER, as the Service Provider, and the CUSTOMER.

Unless expressly agreed to in writing and signed by JOOXTER, the CUSTOMER's general terms and conditions of purchase or any other terms and conditions appearing on its documents shall not apply. Use of the Services by the CUSTOMER and by the users it authorizes (hereinafter the "Users") implies unreserved acceptance of these General Terms and Conditions of Service (hereinafter the "GTC") and the General Terms and Conditions of Use (hereinafter the "GTCU"). Any order placed by the CLIENT implies full and complete acceptance of these GTCS and, where applicable, the GTC, to the exclusion of any other document. The CLIENT acknowledges having read them prior to placing any order and having had the opportunity to negotiate them with JOOXTER before accepting them. Each Party acknowledges that it has received from the other Party, prior to the conclusion of this agreement, all the information that is decisive within the meaning of Article 1112-1 of the Civil Code, enabling it to commit itself in full knowledge of the facts.

When the CUSTOMER subscribes to the Services and also orders, where applicable, Equipment marketed by JOOXTER (hereinafter the "Equipment"), JOOXTER's General Terms and Conditions of Sale and Rental (hereinafter the "GTC") apply to the Equipment concerned, in addition to these GTC. The CUSTOMER acknowledges that they have read and understood these terms and conditions prior to placing their order and accepts them without reservation.

The CUSTOMER and JOOXTER are collectively referred to as "Parties" and individually as "Party."

Article II. Definitions

In these GTC, capitalized terms and expressions shall have the meanings set forth below, whether used in the singular or plural.

Subscription: refers to the subscription package purchased by the CUSTOMER based on the Quote submitted by JOOXTER.

Quote: refers to the commercial document issued by JOOXTER detailing the Services, rates, and applicable terms and conditions, accepted by the CUSTOMER.

Schedule: refers to all dates set forth in the GTC for the implementation and provision of the Services.

Service Level Agreement (SLA): refers to the document listing the quality and security levels expected from the Services.

Documentation: refers to all manuals and/or online help guides, written in French and in any other language agreed upon by the Parties and provided in paper and/or electronic format, describing the features of the Services, in their successive versions.

Data: refers to the information and data of the CLIENT and JOOXTER, generated or exchanged in connection with the Services provided.

Software: refers to the software hosted by JOOXTER and made available by the latter, in SaaS mode, to the CLIENT, for remote execution by the CLIENT and/or its Users. The Software also includes the application programming interfaces (APIs) made available by JOOXTER, whether developed by JOOXTER or by third parties. The Software is subject to these GTC.

Equipment: refers to presence sensors, interactive room entry tablets, wall-mounted display screens, reception terminals, and any other equipment connected to the Software, where applicable, and implemented by the CLIENT or its partners. The Equipment is subject to JOOXTER's General Terms and Conditions of Sale and Rental (hereinafter "GTC"), which govern all conditions of purchase, rental, warranty, maintenance, and return of the Equipment.

Scalable Maintenance: refers to services provided by JOOXTER for the purpose of updating and upgrading the Services.

Corrective Maintenance: refers to services provided by JOOXTER for the purpose of correcting any anomalies encountered by the CLIENT on the Services.

Platform: refers to the overall underlying technical environment. It encompasses not only the Software, but also the cloud infrastructure, databases, servers, and the overall technical architecture that ensures the availability and security of the Services.

Services: refers to all services offered by JOOXTER, including in particular the sale and rental of Equipment and related services.

Resources: refers to the number of meeting rooms, offices, collaborative spaces, workstations, and equipment and materials (such as sensors) selected by the CLIENT in the Quote.

User(s) or End User(s): refers to any natural person who is an employee (permanent or temporary), intern, or temporary worker of the CLIENT and who has been assigned a User ID for this purpose and is authorized to access and/or use all or part of the Services.

Third-Party Services: refers to communication networks (LoRa, GSM, etc.), raw occupancy data providers used by JOOXTER to collect anonymous occupancy data from sites to the Software, or any other service independent of the Software connected to it for the benefit of the CUSTOMER. JOOXTER also offers the CLIENT access to third-party application connectors, developed by partners and integrated by JOOXTER, which assumes responsibility for their availability and operation. Depending on the level of service subscribed to, the CLIENT may also benefit from access to an API library enabling integration with the Platform's data.

Services: refers to all services provided by JOOXTER to the CUSTOMER, including the provision of the Software(s) defined in the Quote in SaaS mode, associated maintenance and hosting services, as well as any other additional services provided at the CUSTOMER's request.

Article III. Contractual Documents

The contractual documents consist of the following elements:

– The Terms and Conditions;

– the Quote accepted by the Parties;

– where applicable, JOOXTER's GTC, when the Quote includes the supply of Equipment by way of sale or rental. The GTC then form an integral part of the contractual package and are enforceable against the CUSTOMER.

The Quote is prepared based on the CLIENT's requests, which must be accepted in writing (including by email) within thirty (30) days of its issuance. The Quote must be signed with the present document.

In the absence of a formal signature of these GTC, they shall be deemed to have been expressly and unreservedly accepted by the CUSTOMER in any of the following cases, subject to their prior transmission by JOOXTER to the CUSTOMER by any means, including electronically: (i) the issuance by the CUSTOMER of a purchase order referring to the Quote, provided that said purchase order has not been expressly rejected by JOOXTER within fifteen (15) days of its receipt; (ii) payment, in full or in part, by the CLIENT of any amount due under the Quote or these GTC; or (iii) acceptance of the Quote by the CLIENT, provided that these GTC have been communicated to the CLIENT by email prior to or at the same time as said acceptance. In each of these cases, the CUSTOMER acknowledges that they have read these GTC and accept them in their entirety.

In the event of any contradiction between the contractual documents, the Quote shall prevail over these GTC. Where applicable, in the event of any contradiction between the GTC and the GTCS, the GTC shall prevail for all matters relating to SaaS Services and the GTCS shall prevail for all matters relating to Equipment. In the event of any contradiction between several Quotes, the most recent Quote shall prevail.

Article IV. Term

The GTC shall take effect on the date of signature by the last of the Parties of the Quotation or any other date indicated in the Quotation.

Unless otherwise specified in the Quote, these Terms are entered into for a period of three (3) years from the date the Services are activated (hereinafter the "Initial Period"). These GTC may not be terminated early by the CUSTOMER during the Initial Period. Any early termination by the CUSTOMER, for any reason whatsoever and except in the event of fault on the part of JOOXTER, shall result in the immediate payment of all fees remaining due until the end of the term.

The Services are expected to be activated within a maximum of two (2) months following the date of signature of these GTC. In the event of any additional delay for which the CUSTOMER is responsible and which is beyond JOOXTER's control, the anniversary date of the Subscription will be set as the first day of the third month following the date of signature. The first invoice for the Subscription will be issued on the last day of the second month following the date of signature of these GTC.

Unless terminated by either Party by registered letter with acknowledgment of receipt at least six (6) months before the end of the Initial Term or each Renewal Term, these GTC shall be tacitly renewed for successive periods of one (1) year (each referred to as a "Renewal Period").

When the CUSTOMER also benefits from Equipment rental, the rental period is governed by the GTC. Unless otherwise stipulated in the Quote, the minimum rental period for the Equipment is aligned with the duration of the Service Subscription.

Article V. Commencement of Services

The start date for the provision of Services will be agreed upon during a kick-off meeting between the Parties. During this meeting, the Parties will establish a schedule for the provision of Services. This will enable them to set a provisional start date for the provision of Subscription services.

In any event, Subscription services shall be deemed to have commenced upon expiry of a period of two (2) months from the date of acceptance of the Quote by the CUSTOMER, and the related invoice may be requested from that date, even if the CUSTOMER has not enabled JOOXTER to carry out the operations necessary to activate the Services.

The deadlines for commissioning the Services are given in good faith for information purposes only. It is agreed that the Anniversary Date and the Start Date may not exceed the date of acceptance of the Quote plus two (2) months, unless expressly agreed otherwise between the CUSTOMER and JOOXTER.

Article VI. Access to Services

Terms of Access to Services

The CLIENT is a legal entity acting through a natural person with the power or authority to enter into a contract on behalf of and for the account of the CLIENT. The CLIENT is a professional, understood as any natural or legal person acting for purposes falling within the scope of their professional activity, including when acting on behalf of or for the account of another professional.

When subscribing to the Subscription, JOOXTER provides the CUSTOMER with a unique access code for an administrator account. The administrator is solely responsible for creating and managing access to User accounts. The identifiers and access codes assigned to each User are strictly personal and unique. The CUSTOMER undertakes to ensure that Users do not share their identifiers and access codes with third parties and do not use the identifiers of another User. JOOXTER declines all responsibility in the event of sharing, disclosure, or fraudulent use of identifiers by Users or third parties. Failure to comply with this obligation constitutes a breach that may result in the termination of the GTCS at the sole fault of the CLIENT. The CLIENT is responsible for ensuring that its Users comply with these obligations. In any event, each new User must accept the GTCS applicable to software licenses prior to accessing the Services.

Subscription and Access to Services

Access to SaaS Services is determined based on the Subscription purchased by the CUSTOMER. Depending on the choices made in the Quote, this includes:

(i) One or more modules of the Platform from among:

– Workplace Experience: solution for reporting presence and reserving workspaces;

– Workplace Sensors: solution for managing IoT sensors and monitoring equipment health (battery level, transmission quality);

– Workplace Analytics: data visualization and analysis solution;

– IoT Management: mobile application for configuring IoT sensors;

(ii) An offer level (Starter, Business, Enterprise, or Premium) defining the scope of features and associated Services;

(iii) A specified number of Users authorized to access the Services.

Any access to the Services by a number of Users exceeding the authorized number constitutes abuse. JOOXTER reserves the right, after notifying the CUSTOMER and receiving no response within a reasonable period of time, to suspend the excess User accounts until compliance is achieved, without prejudice to the billing of additional Users and any other rights or remedies provided for in the Contract. The suspension may be implemented gradually, starting with User accounts before the administrator account.

When the Subscription includes modules requiring the use of Equipment (in particular Workplace Sensors and IoT Management), the terms and conditions governing the supply, installation, use and, where applicable, return of said Equipment are governed by the GTC.

Other Services and Warranties

In addition to access to the Services, JOOXTER provides, as part of its obligation of means, maintenance, hosting, backup, and technical support services related to the Services.

The terms and conditions of service, support hours, applicable service levels, and conditions for granting any service credits in the event of a breach are set out in the Service Level Agreement (SLA). These credits, which constitute the CLIENT's sole and exclusive remedy in the event of non-compliance with the agreed service levels, take the form of a partial refund of the price of the Subscription concerned and are intended to definitively settle any dispute relating to the availability of the Services.

The maintenance services referred to in this article relate exclusively to SaaS Services. Maintenance of Hardware, whether sold or leased, is governed by the specific provisions of the GTC.

Article VII. Jooxter's Obligations

JOOXTER undertakes to:

– Comply with the entire Schedule defined and agreed upon with the CLIENT;

– Make the Services available to the CLIENT and Users remotely, in accordance with their Documentation;

– More generally, to have a Platform that complies with its description, and to make the Software available to the CLIENT and Users;

– Provide the Services to the CLIENT and Users and maintain the availability of the Software and Data to Users, in accordance with the service levels defined in the Service Agreement or Service Level Agreement (SLA).

Article VIII. Customer Obligations

The CLIENT undertakes to cooperate in good faith with JOOXTER, and in particular, within the time limits and under the conditions agreed between the Parties, to:

– Provide JOOXTER with accurate and complete information necessary for the provision and supply of the Software;

– Make decisions regarding JOOXTER that are necessary for the proper functioning of the Services;

– If necessary, provide JOOXTER with the resources, including material, technical, and human resources, necessary for the provision and supply of the Software;

– Grant JOOXTER, if necessary for the performance of the GTC, access to the premises and/or sites, in accordance with the applicable schedules and safety instructions;

– Use the Software in accordance with the terms of the GTC and ensure that the use of the Software by Users complies with the terms of the GTC, with the CUSTOMER being fully responsible in this regard.

The CLIENT therefore undertakes to provide JOOXTER with all documents necessary for the provision of the Services and to actively collaborate in their implementation. To this end, the CLIENT undertakes to make themselves available to validate the pre-configuration audit reports for the selected Software and to carry out tests on the Software (as provided for in the special conditions) before it goes into production.

The CLIENT must also provide all documents specific to them (for example, for the recovery of historical data or the determination of settings, as provided for in the Quotations), within a reasonable time frame set by JOOXTER. They shall be solely responsible for any delays in the commissioning of the Software due to the total or partial absence of these documents and information.

In the event of any change to the criteria thus defined, the CLIENT shall be solely responsible for modifying the corresponding settings. In the event that JOOXTER is required to perform these services on behalf of the CLIENT, they shall be invoiced to the CLIENT at the rate then in effect at JOOXTER.

Upon entry into force of the GTC, the CLIENT shall designate a designated contact person at JOOXTER to monitor the GTC. The CLIENT undertakes to designate a new contact person if the previously designated person is no longer able to perform this task, for whatever reason. A monitoring committee, composed in particular of the person designated as JOOXTER's "Client Manager" and the CLIENT's designated contact person, shall meet at least once a year to analyze the CLIENT's use of the Services and to monitor the Parties' compliance with the GTC. Meetings shall be held at the CLIENT's premises, by videoconference, or at any other location that the Parties may designate.

When the CUSTOMER benefits from Equipment on lease or purchase, they also undertake to comply with all the obligations set out in the GTC, in particular with regard to installation, proper use, storage, maintenance and, where applicable, return of the Equipment.

Article IX. Financial Conditions

In return for providing its Services, JOOXTER will charge the CUSTOMER the flat fee due, calculated in accordance with the terms and conditions set out in the Quote.

Without prejudice to the provisions of the Estimate relating to price revisions based on the Syntec index, the prices set out in the Contract shall be automatically revised on each anniversary date of the GTC. This revision shall apply annually from the first anniversary date of the GTC. This revision shall apply through an annual increase of a fixed rate of 1.5%, applied to the prices in force on the revision date.

The revision is automatic and does not require prior notification. It does not constitute an amendment to the GTC but rather the application of this clause.

Prices are exclusive of tax and will be subject to VAT at the rate in effect on the date of invoicing. Payment shall be made by bank transfer, at no cost to JOOXTER.

Article X. Billing

Subscriptions are billed in advance (term to expire). Any Subscription year that has begun is payable in full.

Payment shall be made in Euros by bank transfer or direct debit, without any fees for JOOXTER or discounts. The CUSTOMER undertakes to pay the total amount of each invoice without being able to offset it against any sums due or claimed by JOOXTER. In the event of a dispute over an invoice, payment of the disputed invoice remains due. If the dispute is upheld, a credit note will be sent to the CUSTOMER as soon as possible.

The CLIENT also undertakes to take care of any administrative constraints specific to them (issuing quotes, internal approval deadlines, payment campaigns, etc.) so as not to cause JOOXTER any additional delays in relation to the commitments of this contract (payments, renewals, etc.) and the legal provisions concerning payment deadlines. The CLIENT therefore undertakes to provide JOOXTER with clear and complete information on the billing process in force, as well as a means of contacting the department responsible for the CLIENT's billing (email address of the CLIENT's accounting department and direct telephone number). Any updates to the process must be notified to JOOXTER in order to facilitate the billing process.

In any event, the reference date for calculating payment terms will remain the date on which the invoice is issued by JOOXTER.

Any delay in payment, in relation to the terms and conditions set out in the Quote, will result in the application of interest equal to three (3) times the legal interest rate in force on the date on which the said late payment interest becomes due. This interest shall be calculated pro rata temporis on the pre-tax amount of the invoice. It shall be payable on the day following the payment date shown on the invoice, unless an extension has been granted by JOOXTER.

Any delay in payment shall automatically result, in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, in the payment of a fixed compensation fee for recovery costs in the amount of €40.

Failure by the CLIENT to provide the information necessary for the regular issuance of invoices, in particular a purchase order number required by its internal procedures, shall not delay the payment of amounts due. The annual invoice is due at the beginning of the service period concerned, regardless of whether the CLIENT's Quote has been received.

In the event of late payment or non-payment of an invoice by its due date, or in the event that it is impossible to issue an invoice due to the CUSTOMER's failure to provide the required administrative information (in particular the Estimate required for the coming year), JOOXTER reserves the right, after written notification has remained without effect for a period of fifteen (15) days, to suspend all or part of access to the Services until full payment has been made. This suspension may be implemented gradually, starting with User accounts before the administrator account. The suspension of the Services does not release the CLIENT from its obligation to pay the sums due and shall not engage the liability of JOOXTER.

JOOXTER may suspend, terminate, or refuse access to or use of all or part of the Services to any User without incurring any obligation or liability as a result, if JOOXTER believes, in good faith and at its reasonable discretion, that:

a) the CUSTOMER or any User has failed to comply with any of the terms and conditions of the GTC, or has accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized by the GTC or in a manner that does not comply with any instructions or requirements of the specifications;
b) the CUSTOMER or any User is, has been, or is likely to be involved in fraudulent, deceptive, or illegal activities concerning or related to the Services.

Where applicable, in the event of late payment under the GTC, JOOXTER reserves the right to also suspend access to the SaaS Services under the conditions set out in this article. Conversely, any late payment under these GTC may result in the suspension of the services provided for in the GTC, in accordance with the provisions thereof.

Article XI. Confidentiality

The Parties agree that Confidential Information refers to any information, in any form or medium whatsoever (oral, written, electronic, or other), communicated by one Party to the other before or during the performance of the GTC, whether or not such information is marked, designated, or identified as "confidential." Each Party undertakes to ensure that Confidential Information originating from the other Party in connection with the GTC:

Be protected and kept strictly confidential, and be treated with the same degree of care and protection as they accord to their own Confidential Information;
Be disclosed only to members of its staff who need to know it, with the exception of any third party, whether related or affiliated with it or not; and be used by the latter only for the purposes of the Services;
Not be used, in whole or in part, for any purpose other than for the needs of the Services;
They may not be copied, reproduced, or duplicated in whole or in part, except where necessary to fulfill obligations under the GTC.

All Confidential Information and reproductions thereof, transmitted by one Party to another Party, shall remain the property of the Party that transmitted it and shall be returned to the latter immediately upon request.

The receiving Party shall have no obligation and shall be subject to no restriction with respect to any Confidential Information that it can prove:

Whether they entered the public domain prior to their disclosure or after disclosure, but in the latter case without any fault attributable to him; or
That they are already known to the latter, as can be demonstrated by the existence of appropriate documents in these files; or
That they were lawfully received from a third party, without restriction or violation of the provisions of this article; or
That they are the result of internal developments undertaken in good faith by members of its staff who did not have access to its Confidential Information; or
That their use or disclosure has been authorized in writing by the Party from which they originate; or
That they have been disclosed as required by law, decree, regulation, or court order, provided that (i) such disclosure is strictly necessary to comply with court orders or legal or regulatory provisions, and (ii) the Party required to disclose the Confidential Information concerned has informed the disclosing Party as soon as possible of such disclosure, in order to enable the disclosing Party to take any protective measures, if necessary.

It is expressly agreed between the Parties that the transmission of Information between the Parties under this article may in no way be interpreted as expressly or implicitly conferring on the receiving Party any right (under a license or by any other means) to the inventions, intellectual works, or discoveries to which such Confidential Information relates. The same applies to copyrights or other rights attached to literary and artistic property (copyrights), trademarks, or trade secrets.

The terms and conditions of the GTC shall be kept confidential by the Parties and shall not be disclosed by either Party without the prior written consent of the other Party.

Each Party undertakes to return to the other Party, upon the latter's express request, at the latest within ten (10) days following the expiry or termination of the GTC for any reason whatsoever, all Confidential Information transmitted by that Party.

All of the above obligations regarding the confidentiality of Confidential Information shall remain in effect for a period of five (5) years after the expiration or termination of the GTC for any reason whatsoever.

Article XII. Penalties for non-compliance

The following obligations are essential obligations for the CLIENT:

– Payment of the price.

– Do not use the Services on behalf of a third party.

– Not to engage in illegal or fraudulent activities, or activities that infringe on the rights or safety of third parties, public order, or violate applicable laws and regulations.

– Not to access or use the Services in any manner or for any purpose that infringes, misappropriates, or violates any intellectual property or other rights of any third party, or that violates any applicable law.

– Not to access or use the Services for the purpose of competitive analysis of the Services, development, provision, or use of a competing software service or product, or for any other purpose to the detriment or commercial disadvantage of JOOXTER.

In the event of a breach of any of these essential obligations, JOOXTER may:

– Suspend or terminate the CUSTOMER's access to the Services,

– Inform any competent authority, cooperate with it, and provide it with any information useful for investigating and punishing illegal or illicit activities.

– Take any legal action.

These penalties are without prejudice to any damages that JOOXTER may claim from the CUSTOMER.

In the event of a breach of any obligation other than an Essential Obligation, JOOXTER shall request the CUSTOMER, by any appropriate written means, to remedy the breach within a maximum period of fifteen (15) calendar days. If the breach is not remedied within this period, JOOXTER may terminate the GTCS as of right, without prejudice to any damages. In the event of termination due to a breach by the CUSTOMER, all sums remaining due under the GTC until the initially agreed term shall become immediately payable.

Article XIII. Protection of Personal Data

The purpose of this section is to provide a framework, in accordance with the regulations in force, for the processing of personal data that JOOXTER may be required to carry out on behalf of the CLIENT. The Parties declare that they comply with the applicable legal and regulatory provisions relating to the protection of personal data, in particular Law No. 78-17 of January 6, 1978 on information technology, files, and civil liberties, its implementing decree No. 2019-536 of May 29, 2019, and the General Data Protection Regulation No. 2016/679/EU of April 27, 2016 (hereinafter referred to as the "Regulations").

For some of the Data collected in connection with the Services, JOOXTER acts as a processor and the CUSTOMER is the controller, within the meaning of the aforementioned regulations.

Description of the processing being outsourced

The CLIENT acknowledges that JOOXTER, in order to fulfill its various obligations under the GTC agreed between the Parties, may have access to Personal Data and process it on behalf of the CLIENT.

JOOXTER's obligations are as follows:

Provision of Services tailored to the CLIENT's needs, as described in the Quote.
Provide secure access to the Services, in accordance with the security conditions described in the Service Agreement or Service Level Agreement (SLA).
Secure hosting of the Platform,
Data backup on an isolated server,
Monitoring and maintenance services (corrective and evolutionary), in accordance with the service levels defined in the Service Level Agreement (SLA).
Implement all technical means, in accordance with the state of the art, to maintain the integrity, security, and confidentiality of all CUSTOMER Data.

Description of operations performed by JOOXTER on the Data: storage, consultation, and provision. Depending on the CLIENT's needs, JOOXTER may be required to modify and supplement data in the course of performing the Services.

Personal data and data subjects are defined in the Personal Data Information, available here: https://jooxter.com/utilisation-donnees/.

Obligations of the Data Controller

The CLIENT undertakes to comply with its obligations under the regulations concerning the protection of Personal Data.

The CLIENT therefore undertakes to inform the persons concerned about the processing of their Data and their rights before collecting any of their personal Data. The processing of this data is lawful and complies with regulations.

The CLIENT shall document in writing any instructions concerning the processing of personal data by JOOXTER.

JOOXTER's obligations as a subcontractor

JOOXTER undertakes to:

Process Personal Data for the sole purpose of fulfilling its various tasks within the meaning of the GTC,
Process Personal Data in accordance with regulatory principles,
Process Personal Data on the written instructions of the CLIENT, and immediately report to the CLIENT any instructions from the CLIENT that are contrary to the regulations.
Not to process Personal Data on its own behalf or on behalf of a third party. JOOXTER may not, in any way, directly or indirectly, sell, rent, transmit, commercially exploit, or dispose of the Personal Data provided by the CUSTOMER.
Ensure the confidentiality of Personal Data processed on behalf of the CLIENT,
Assist the CLIENT in conducting a data protection impact assessment (DPIA) concerning the software solution covered by this agreement, by providing it with useful information.
Report any breach of Personal Data to the CLIENT as soon as possible and no later than 72 hours after becoming aware of it. This notification shall be accompanied, depending on the information in JOOXTER's possession, by a description of the nature of the personal data breach, the nature and number of persons concerned, the number of data records affected, a description of the possible consequences of the breach, and the measures taken to remedy the breach.
Assist the CLIENT in its obligation to respond to requests from data subjects to exercise their rights.
Inform the CUSTOMER in the event of a transfer, imposed by European Union law or French law, of Data to a third country or to an international organization.

JOOXTER states:

Provide sufficient guarantees regarding the implementation of technical and organizational measures to ensure the protection of the personal data entrusted to them.
Hosting Data within the European Union,
Keep a record of processing activities as a processor,
Only authorized personnel have access to the Personal Data entrusted to us.

Cases of subcontracting

JOOXTER keeps a list of subcontractors available to the CUSTOMER, which it will provide upon the CUSTOMER's first request.

All subsequent subcontractors shall comply with the same data protection obligations as JOOXTER. They are required to comply with the obligations and written instructions imposed by the CLIENT. In the event of non-compliance with the obligations relating to the security of Personal Data by the subsequent subcontractor, JOOXTER shall remain fully liable to the CLIENT.

Transfer

JOOXTER guarantees that it will not transfer any Personal Data outside the European Union or a country recognized as adequate by the European Commission, with the exception of:

From a transfer imposed by law,
The existence of prior written authorization from the CLIENT and the implementation of appropriate safeguards,
A transfer necessary for the performance of the GTC between the data subject and the CLIENT.

Data output

Upon termination or expiry of the GTC, JOOXTER shall immediately cease processing the Personal Data entrusted to it by the CUSTOMER. It shall destroy all files and backups containing Personal Data, subject to any obligations to archive such data for longer periods.

Documentation and audit

JOOXTER shall provide the CLIENT with all information demonstrating compliance with its obligations as a processor.

JOOXTER will cooperate fully with any audit conducted by the CLIENT or by an independent expert appointed by the CLIENT (subject to a confidentiality agreement). This audit will focus exclusively on the protection of Personal Data and JOOXTER's compliance with its obligations as a processor. No data relating to other JOOXTER customers may be accessed.

Article XIV. Liability

JOOXTER shall be liable to the CUSTOMER in accordance with the rules of common law. As such, JOOXTER undertakes to compensate the CUSTOMER for any direct damage that the CUSTOMER may suffer within the framework of the GTC.

Under no circumstances shall JOOXTER be held liable for indirect damages as defined by French case law (including, but not limited to: commercial damage, loss of customers, loss of revenue or profit, loss of earnings, any commercial disruption, loss of brand image, loss of opportunity, loss or corruption of files or data and/or the cost of a substitute solution).

With the exception of bodily injury, death, and gross negligence, JOOXTER's liability shall be limited to the amount paid by the CUSTOMER under the GTC during the year in which these GTC are exercised. Any action for liability by the CUSTOMER against JOOXTER must be brought within one (1) year of the occurrence of the damage, subject to applicable public policy legal provisions.

JOOXTER shall not be held liable under any circumstances in the event of:

– Use of all or part of the Services when JOOXTER, following a problem or for any other reason, has recommended suspending their use;

– Any damage resulting from the CLIENT's fault or negligence in using the Services. In this context, the CLIENT undertakes to train Users in the use of the Services and to take all necessary measures to ensure that Users do not disclose their login and password to third parties and only use their own Username and Password;

– Use of the Services in connection with services not provided or endorsed by JOOXTER and likely to affect the Services, Data, or Personal Data;

– Modification of all or part of the Software or information accessible via the Services not carried out by JOOXTER or by one of its designated service providers;

– Use of the Services in a manner not provided for in the Documentation or use not expressly authorized by the GTC.

JOOXTER's liability with regard to the Equipment sold or leased, in particular in terms of compliance, manufacturer's warranty, transfer of risks, and maintenance, is governed exclusively by the GTC.

Article XV. Warranties

JOOXTER represents and warrants that it will provide the Services in a manner consistent with general industry standards and that the Services will perform substantially in accordance with the applicable Documentation, under normal use and normal circumstances. Third-Party Services are provided "as is" and any representations or warranties regarding Third-Party Services are solely between the CUSTOMER and the third-party owner or distributor of such Third-Party Services.

The CLIENT's exclusive remedy and JOOXTER's sole obligation for any failure of the Services to comply with the warranty set forth above shall be for JOOXTER to use commercially reasonable efforts to correct such non-compliance in accordance with the terms and time limits set forth in the Service Level Agreement (SLA), or, in the event that JOOXTER is unable to correct such non-compliance within a reasonable period of time, to refund the CLIENT the prepaid and unused fees corresponding to the remaining period of the Subscription (pro-rated from the date on which JOOXTER became aware of such non-compliance). This warranty does not apply to any defect resulting from misuse, accidental loss, use or combination of the Services with products, goods, services, or other items provided by anyone other than JOOXTER (unless recommended in writing by JOOXTER), any modification of the Services not made by or on behalf of JOOXTER, or any use of the Services by the CUSTOMER in violation of the terms of the GTC.

ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS," AND ANY REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY SERVICES ARE STRICTLY BETWEEN THE CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH THIRD-PARTY SERVICES.

Article XVI. Force Majeure

Neither Party shall be held liable and the GTC shall be suspended if its performance or the performance of any obligation incumbent upon the Parties under the GTC is prevented, limited, or disrupted as a result of an event constituting a case of force majeure in accordance with Article 1218 of the Civil Code.

The Party affected by the force majeure event, subject to sending the other Party a registered letter with acknowledgment of receipt within ten (10) days of the date of occurrence of the event, shall be exempt from performing its obligations to the extent of such impediment, disruption, or limitation.

The other Party shall then be similarly exempt from performing its own obligations, again within the limits of the impediment, disruption, or limitation.

The performance of the obligations of the prevented Party will be postponed for a period at least equal to that of the period of suspension due to force majeure.

However, if the duration of the interruption due to force majeure exceeds one (1) month (from the date of notification of the occurrence of the force majeure event), the GTC may be terminated, automatically and without legal formalities, by the unaffected Party by giving thirty (30) days' notice, notified by registered letter with acknowledgment of receipt to the defaulting Party. The termination shall take effect on the day following the date of receipt of the registered letter with acknowledgment of receipt.

During the period of force majeure, the Party affected by the force majeure event shall make every effort to minimize its effects on the proper performance of the GTC.

Article XVII. Intellectual Property

The Services, Software, JOOXTER Platform, JOOXTER Website, APIs, databases, infrastructure, technical architectures, and all content and elements comprising them, including text, images, visuals, interfaces, codes, data structures, documentation, logos, trademarks, and distinctive signs, are and remain the exclusive property of JOOXTER or its partners or licensors. They are protected by all applicable intellectual property rights, including copyright and database producer rights. No provision of the GTC shall be interpreted as transferring ownership to the CUSTOMER.

Subject to compliance with the GTC and payment of the amounts due, JOOXTER grants the CUSTOMER, for the duration of the GTC and within the limits defined in the Quote, a non-exclusive, personal, non-assignable, and non-transferable right to access and use the Services and associated APIs, exclusively for its internal professional needs. This right of use is strictly limited to the functional scope, volumes, resources, number of users, and financial conditions set out in the Quote and the GTC, and does not entail any transfer of intellectual property rights to the CUSTOMER. Any use of the Services for the benefit of third parties or for purposes other than those expressly provided for in the GTC is strictly prohibited.

Unless expressly authorized in writing by JOOXTER, the CUSTOMER shall refrain from copying, reproducing, modifying, adapting, translating, or creating derivative works based on all or part of the Services, Software, APIs, or databases, making available, distributing, assigning, renting, lending, sublicensing, or transferring in any way all or part of the Services or APIs to a third party, performing any reverse engineering operation, or performing any other operation that could compromise the integrity or security of the Services or APIs. distribute, assign, rent, lend, sublicense, or transfer in any way all or part of the Services or APIs to a third party, reverse engineer, decompile, disassemble, analyze the code, or attempt to access the source code of the Services or Software, circumvent or compromise the security, authentication or access control devices put in place by JOOXTER, remove or alter any mention of intellectual property rights appearing on the Services or their documentation, use the Services in violation of applicable laws and regulations or the rights of third parties, publish or communicate to third parties tests, comparative analyses, benchmarks, or performance evaluations of the Services without the prior written consent of JOOXTER, access or use the Services for the purpose of developing, marketing, or exploiting a competing product or service, or for any purpose that may harm JOOXTER's commercial interests, or use the Services beyond the scope and rights of use defined in the GTC and the Quote.

Any changes, improvements, adaptations, or developments to the Services, Software, APIs, or databases, whether made by JOOXTER alone or based on suggestions, feedback, or proposals from the CLIENT, remain the exclusive property of JOOXTER. The CLIENT grants JOOXTER, free of charge, non-exclusively and worldwide, the right to freely exploit the suggestions, ideas or feedback provided in connection with the use of the Services, without this giving rise to any right to remuneration.

The CLIENT is solely responsible for the confidentiality and use of its users' access credentials and undertakes to implement all appropriate measures to ensure their security. The CLIENT remains responsible for any access or use of the Services made using its credentials, whether or not it was aware of such access or use.

The CUSTOMER undertakes to inform JOOXTER immediately of any unauthorized use of the Services or any infringement of JOOXTER's rights of which it becomes aware and to take all reasonable measures to put an end to it. The CUSTOMER remains liable to JOOXTER for any breach of the GTC in this respect, whether resulting from its own actions or those of its employees, users, or service providers.

The GTC do not entail any transfer or license of trademarks, company names, logos, or other distinctive signs of JOOXTER to the CUSTOMER, unless expressly stipulated otherwise.

The restrictions and obligations set forth herein shall survive the expiration or termination of the GTC, for any reason whatsoever.

Article XVIII. Right of Audit

During the term of the Subscription, and one (1) year after its expiration, and upon reasonable notice of fifteen (15) business days,

JOOXTER may conduct a remote confidential audit to verify that the Services are being used in accordance with the Quote, GTC, and TOS.

If JOOXTER finds that the number of Users of the Services exceeds the number specified in the Quote, the CLIENT agrees to pay an additional fee corresponding to the number of excess Users within thirty (30) days of verification and will reimburse JOOXTER for the audit costs. The Price will be adjusted according to the actual number of Users.

Article XIX. Early termination of the GTC / Termination

Each Party may, as of right and without compensation, notify the other Party of its intention not to renew the GTC, subject to a minimum notice period of six (6) months prior to the end date of the Initial Term or three (3) months for each Renewal Term. In the event of a breach or breaches by a Party of its obligations, which are not remedied within fifteen (15) days from the date of receipt of a registered letter with acknowledgment of receipt sent by the other Party notifying it of the breach(es), the said Party may terminate the GTC, as of right, without formality, without prejudice to any damages to which it may be entitled.

In the event of termination of the GTC, for any reason whatsoever, the CUSTOMER undertakes to immediately pay all sums owed to JOOXTER under the GTC, without any compensation or deduction being made. Sums already paid shall remain the property of JOOXTER.

In the event of early termination by the CUSTOMER before the end of the initial commitment period, and except in the case of serious breach attributable to JOOXTER, the CUSTOMER shall be liable, as a penalty clause, for the full amount that would have been due until the normal end of the GTC. This amount is payable on the effective date of termination.

Unless otherwise stipulated in the Quote, termination or non-renewal of these GTC shall entail the obligation for the CUSTOMER to return the rented Equipment under the conditions and within the time limits provided for in the GTC. Conversely, the termination of the GTC for any reason whatsoever shall not automatically entail the termination of these GCS, unless the SaaS Services are inseparable from the use of the Equipment concerned.

This clause does not deprive JOOXTER of the right to seek compensation for any separate damage under the conditions of common law.

Article XX. Change of Data Processing Service Provider and Exit

As a preliminary point, in accordance with the regulations applicable to connected products and, in particular, Regulation (EU) 2023/2854 of the European Parliament and of the Council on data (hereinafter the "Data Act"), JOOXTER shall provide the CUSTOMER, prior to the conclusion of the GTC and during the period of use of the Equipment, with the required information concerning:

The nature, format, and frequency of generation of data produced by the Equipment;
The technical procedures for accessing this data;
Any restrictions on use or technical limitations on access;
The identity of entities that may act as data holders, where applicable.

The CLIENT is informed that the end user of the Equipment has the right to access the data generated by the use of the Equipment, as well as the right to make this data available to a third party of their choice, under the conditions and within the limits provided for by the regulations in force.

Preliminary information and tools for change

Before any order is placed, JOOXTER provides the CUSTOMER with clear information regarding the change of provider in accordance with the Data Act.

This information includes a description of the automated self-service change tools available for exporting Data (hereinafter "Change Tools"), their features, technical requirements, known limitations, and terms of use, as well as the available data formats and structures, any technical restrictions, estimated export times, known risks to the continuity of the Services, and the IT resources made available to enable effective change.

JOOXTER also provides access to an online registry containing data structures and formats, relevant standards, and open interoperability specifications relating to Exportable Data.

No fees will be charged to the CUSTOMER for changing providers or exporting Data, including during the transition period.

Exportable data and exclusions

The categories of Data that can be exported via the Change Tools (hereinafter "Exportable Data") and the categories excluded due to the protection of JOOXTER's trade secrets include, in particular:

– Data provided by the CLIENT;

– Data generated by the use of the Services;

– The configurations and settings required for data reuse;

– Digital assets directly associated with the CLIENT.

Data and information relating to the internal functioning of JOOXTER's Services, the disclosure of which would pose a risk of compromising its trade secrets, including proprietary algorithms, internal monitoring tools, non-public technical architectures, and internal optimization models, are excluded from Exportable Data.

These exclusions are not intended to, nor do they have the effect of, depriving the CUSTOMER of the ability to extract and reuse its Exportable Data in a destination service.

Initiation of the change process

The CUSTOMER may initiate a change of supplier by sending JOOXTER a change notice, separate from a termination notice, with a notice period not exceeding two (2) months, unless a shorter period is requested by the CUSTOMER.

In this notice, the CUSTOMER specifies whether they intend to:

– Migrate to another provider (by providing the necessary technical information);

– Migrate to an internal infrastructure;

– Obtain only the deletion of their Data without transfer.

The CLIENT may indicate the desired time slots for making the change as well as any additional IT resources required. If JOOXTER is unable to meet these requests, it shall notify the CLIENT of its reasoned objection within three (3) business days and propose alternative time slots compatible with the transition period.

JOOXTER acknowledges receipt of any notice of change within three (3) business days by the same means of communication.

When the CUSTOMER only wishes to have their exportable Data deleted without changing provider, they send JOOXTER a deletion notification.

Transition period

The transition period during which the CLIENT may export its Data is a minimum of thirty (30) days from the notification of change or the end of the Services.

If JOOXTER demonstrates that it is technically impossible to meet this deadline, it shall inform the CUSTOMER within fourteen (14) business days, justifying the technical impossibility and proposing an alternative period not exceeding seven (7) months.

When the CUSTOMER benefits from leased Equipment, the process of changing suppliers must be coordinated with the return of the Equipment in accordance with the GTC. The transition period provided for in this article does not suspend the CUSTOMER's obligations under the GTC, in particular with regard to the payment of rent and the return of the Equipment.

JOOXTER's obligations during the change

Throughout the transition period, JOOXTER undertakes to:

– Maintain the continuity of Services with due diligence;

– Ensure a high level of security when transferring Data;

– Provide reasonable assistance in using the Change Tools;

– Analyze any blocking incidents with the CLIENT and cooperate to identify solutions.

Even when the change relies primarily on automated self-service tools, JOOXTER remains responsible for adhering to the change schedule insofar as a delay would result from limitations of the tools, insufficient performance, or an unjustified delay in its assistance.

Obligations of the CLIENT

The CLIENT is responsible for importing the Data into its own environment or that of the destination service provider.

The CLIENT undertakes to respect JOOXTER's intellectual property rights and trade secrets. Any access to tools, documentation, or protected elements provided in connection with the change is strictly limited to this process and shall end no later than the end of the transition period.

The CLIENT may define, in consultation with JOOXTER, success indicators and milestones for the change process and formally notify JOOXTER of the successful completion of the change.

Failure of change

If the change fails, the Parties shall cooperate in good faith to identify the cause and remedy it. If the failure results from JOOXTER's technical environment, JOOXTER shall advise the CUSTOMER on corrective measures.

The rules relating to change fees apply to any support provided by JOOXTER in this context.

The GTC and Services shall not terminate until the change process has been successfully completed, unless the CUSTOMER expressly requests deletion without transfer.

Deletion and confirmation

At the end of the transition period (including any extension), and provided that the change has been successfully completed or that deletion has been requested without transfer, JOOXTER shall delete the CUSTOMER's Exportable Data and confirm this deletion in writing, unless there is a legal obligation to retain it.

Subcontracting

JOOXTER uses subcontractors to perform the Services:

Subcontractors	Subject	Location
Cronofy	Calendar Synchronizations	UK

JOOXTER remains solely responsible to the CLIENT for the proper performance of the Services.

Article XXI. Transfer

The CUSTOMER may not assign or transfer to a third party all or part of the rights and obligations under the GTC without the prior written consent of JOOXTER. Any assignment or transfer of all or part of the rights and obligations under the GTC shall be subject to an amendment to the GTC.

JOOXTER shall have the right to assign to any third party or contribute to a company the benefits, rights, and obligations arising hereunder for any purpose without being liable for any compensation to the CUSTOMER. JOOXTER shall notify the CLIENT of such assignment by registered letter with acknowledgment of receipt sent to the address indicated at the top of this document, within one (1) month of the signing of the assignment of the GTC.

Articles XXII. Commercial reference

Unless otherwise specified, the CLIENT authorizes JOOXTER to mention, for reference purposes, the existence and purpose of the Services, as well as the identity of the CLIENT (in particular by reproducing its logo) in its commercial documents distributed to its customers and prospects, as well as in its communications (commercial events, press articles, institutional communications, commercial advertising, website, social networks, etc.).

Article XXIII. Non-solicitation of personnel

Each Party undertakes not to hire, directly or indirectly, the other Party's staff for the entire duration of the GTC and for one year after their termination for any reason whatsoever.

Should one of the Parties fail to meet this obligation, it undertakes to compensate the other Party by immediately paying, upon simple request, a lump sum equal to twelve times the employee's gross monthly remuneration at the time of departure.

Article XXIV. Independence of clauses

If any part of these GTC proves to be void, invalid, or unenforceable for any reason, the term or terms in question shall be deemed non-existent and the remaining terms shall retain their full force and effect and continue to apply. The terms deemed non-existent shall then be replaced by terms that most closely approximate the content and meaning of the canceled clause.

Article XXV. Miscellaneous provisions

The GTC govern all commercial relations relating to the provision of SaaS Services between the Parties and supersede all prior agreements and negotiations between the Parties.

The GTC may only be amended or modified by a written document signed by the Parties.

All correspondence shall be sent to the addresses indicated at the top of this document.

The Parties declare that the GTC shall in no event be deemed to create or establish a de facto company, a joint venture, an agency, a joint venture between the Parties or any other legal entity of any kind whatsoever, with "affectio societatis" and any sharing of profits/losses being expressly excluded.

In the event that any of the clauses of the GTC prove to be null and void, the invalidity of these clauses shall not affect the validity of the other clauses and the remainder of the GTC shall remain in force. The Parties agree to proceed, in good faith, to replace any clause or part of the GTC that proves to be null and void with valid clauses of similar content.

The fact that one of the Parties does not avail itself of a breach by the other Party of any of its obligations shall not be construed as a waiver for the future of the obligation in question.

Article XXVI. Language

In the event of any contradiction or dispute regarding the meaning of a term or provision, the French language shall prevail.

Article XXVII. Applicable law – Jurisdiction

The Terms and Conditions are governed by French law.

Any dispute arising from the interpretation or execution of the GTC shall be subject to an attempt at amicable settlement between the CUSTOMER and JOOXTER. Any dispute arising from this Agreement shall fall within the exclusive jurisdiction of the competent courts of Lille, including in the event of summary proceedings, motions, or multiple defendants.

Terms and Conditions of Sale

Article I. Preamble

The purpose of the GTC is, on the one hand, to inform the CUSTOMER of the terms and conditions under which JOOXTER sells and/or rents and delivers the Equipment ordered and, on the other hand, to define the rights and obligations of the Parties in connection with the provision of the Services:

The CLIENT purchases or rents the Equipment from JOOXTER for use in the course of its professional activities;
The CLIENT is solely responsible for the use made of the Equipment and its compliance with the conditions of use set forth herein;
The CLIENT undertakes to pay JOOXTER the fees and price of the Services in accordance with the pricing and payment terms set out in these GTC and in the Quote.

These GTC shall take effect on the date of signature by the last of the Parties or, where applicable, on the date of acceptance of the Quote by the CUSTOMER in the absence of any specific indication. In the event of a sale, the applicable GTC shall be those in force at the time of signature of the Quote.

When the Equipment is provided on a rental basis, these GTC shall be concluded for the period indicated in the Quote (hereinafter the "Initial Period") or in accordance with the provisions of Article 5 of these GTC. The Initial Period shall run from the date of commissioning of the Equipment, as specified in the Quote, which may not exceed a period of two (2) months from the date of acceptance of the Quote by the CUSTOMER. In the event of an additional delay attributable to the CUSTOMER, the rental start date shall be set at the first day following the expiry of the two (2) month period from the date of acceptance of the Quote.

Unless otherwise stipulated in the Quote, the Initial Period in the case of rental cannot be terminated early by the CUSTOMER. Any early termination initiated by the CUSTOMER will result in the immediate payment of all rent remaining due until the end of the term, except in the case of fault attributable to JOOXTER.

Unless otherwise specified in the Quote, the rental period for the Equipment shall be aligned with the term of the Service Subscription taken out by the CUSTOMER under the GTC.

At the end of the Initial Period, these GTC shall be tacitly renewed for successive periods of one (1) year (each referred to as a "Renewal Period"), unless terminated by either Party under the conditions set out in Article 19 of the GTC.

Article II. Obligations of the CLIENT

The CLIENT undertakes to cooperate in good faith with JOOXTER, and in particular, within the time limits and under the conditions agreed between the Parties, to:

– Provide JOOXTER with accurate and complete information necessary for the provision and supply of the Materials;

– Grant JOOXTER, if necessary for the performance of the GTC, access to the premises and/or sites, in accordance with the applicable schedules and safety instructions;

– Use the Equipment in accordance with the terms of these GTC, with the CUSTOMER being fully responsible in this regard.

The CLIENT therefore undertakes to provide JOOXTER with all the documents necessary for the supply of the Equipment and to actively collaborate in its installation.

In the event that JOOXTER is required to perform additional services due to the CLIENT's failure to comply with the collaboration obligations set forth in this article, such services will be invoiced to the CLIENT at JOOXTER's then-current rates. In any event, all Services not included in the Quote will be invoiced by JOOXTER subject to the CLIENT's prior agreement.

Article III. Ordering, Delivery, and Installation

The order becomes final when the CUSTOMER has accepted the terms and conditions mentioned in the Quote, in particular by returning the signed Quote, placing an order by the CUSTOMER, or by any other written means.

From the date of acceptance of the Quote by the CLIENT, JOOXTER shall have, unless otherwise agreed between the Parties and forming part of the Service deployment plan established between the CLIENT and JOOXTER, a period of two (2) months to install the Equipment.

The CLIENT undertakes to do everything possible to enable JOOXTER to carry out the operations necessary for the launch of the Services (access to the CLIENT's premises, prompt response to questions from JOOXTER, completion of any work necessary to ensure that the CLIENT's environment complies with the functional and technical requirements, etc.).

The start date for the installation and rental of the Equipment will be agreed upon during a kick-off meeting between the CLIENT and JOOXTER. During this meeting, a schedule for the Services will be drawn up with the CLIENT and approved by the Parties. This will enable the provisional start date of the Rental Services to be set, i.e., the Start Date and the Anniversary Date.

In any event, the Rental Services shall be deemed to have commenced upon expiry of a period of two (2) months from the date of acceptance of the Quote by the CUSTOMER, and the related invoice may be claimed from that date, even if the CUSTOMER has not enabled JOOXTER to carry out the operations necessary for the installation of the Equipment.

Delivery times for Equipment are given in good faith for information purposes only, and failure to meet them shall in no case give rise to the payment of compensation or the cancellation of orders by the CUSTOMER. Shipments will be made carriage forward: shipping costs may be invoiced separately to the CUSTOMER.

Delivery of the Equipment is carried out in accordance with the Incoterm "DAP" (Delivered At Place) – Incoterms 2020®, to the site indicated in the Quotation.

Upon delivery, it is the CUSTOMER's responsibility to check, in the presence of the carrier, that the delivered Equipment is in good condition. In the event of damage or missing items, the CUSTOMER must:

– Indicate clear, meaningful, accurate, and complete reservations on transport documents, and

– Confirm these reservations to the carrier by registered letter with acknowledgment of receipt within three (3) days of receipt of the Equipment and send a copy of this letter, with the necessary supporting documents, by registered letter with acknowledgment of receipt to JOOXTER in accordance with Article L. 133-3 of the Commercial Code. In the event of non-compliance with this clause, the CUSTOMER shall not be entitled to any compensation.

The transfer of risks takes place upon delivery of the Equipment in accordance with Incoterm DAP. From that date onwards, the CUSTOMER shall bear the risks of loss, damage, or destruction of the Equipment, regardless of the cause, including in cases of force majeure. The CUSTOMER is required to take out appropriate insurance.

It is the CUSTOMER's responsibility to check the quantity, quality, weight, and dimensions of the delivered Materials upon receipt and, in the event of damage, to exercise any recourse against the carrier. In the event of direct delivery by JOOXTER, the CUSTOMER must report any damage or defects to the delivery person.

Receipt of the Equipment shall be deemed to have taken place upon confirmation of delivery by the carrier or upon signature of a delivery note by the CUSTOMER. In the absence of confirmation or written objection from the CUSTOMER within three (3) days of the scheduled delivery date, delivery shall be deemed to have been made and accepted.

For any service provision that does not require the deployment of equipment, a deployment report must be signed by the Parties.

Article IV. Conditions for returning sold Equipment

The Equipment sold may be returned or exchanged, subject to compliance with the warranty and/or Rental terms and conditions. With JOOXTER's prior agreement, Equipment may be returned, provided that it is in good working order.

All returns must be made at the CUSTOMER's expense, carriage paid, with indication of the numbers and date of delivery, and must be accompanied by a compensation order for an amount equivalent to that of the returned Materials.

Accepted returns will result exclusively in the issuance of a credit note by JOOXTER corresponding to the total sale price of the returned Equipment, less a deduction proportional to the costs incurred by the return operations, which in all cases will be at least equal to 10% of the invoice value.

No returns will be accepted for Equipment not stocked by JOOXTER or that has been specifically ordered by JOOXTER from its own suppliers.

Article V. Warranties and Maintenance of Equipment

Warranties attached to the Equipment

Unless expressly agreed in writing, JOOXTER's obligations are obligations of means and not of results. JOOXTER guarantees that the Equipment complies with the functionalities agreed in the Documentation.

Failing this, JOOXTER undertakes to eliminate or remedy, at its own expense, on its premises and within a reasonable period of time, any difficulties in using the agreed functions caused by defects in its Equipment, which are reproducible under the conditions provided for at the time of sale and which occur within two (2) years of delivery.

The CLIENT acknowledges that, given the current state of technology, it is not possible to guarantee that the equipment will operate without any anomalies or interruptions, or that it will meet the CLIENT's performance or result requirements.

If the intervention is unrelated to the correction of a malfunction in the Equipment it has supplied, or if the cause of the malfunction is not related to the Equipment, the CUSTOMER will be invoiced for additional services, which shall not be less than half a day's work. For any intervention, any travel expenses will be charged in addition.

The warranties on Equipment sold by JOOXTER, or installed as part of a Service, are those provided by the manufacturers of said Equipment, to the exclusion of any other warranty. JOOXTER thus transfers to the CUSTOMER the manufacturer's warranties concerning the Equipment delivered. These warranties are valid subject to the proper and normal installation and use of the Equipment and compliance with the manufacturer's recommendations, information on which will be provided in the Quote.

The warranty is, in any event, excluded:

– When the use of the Equipment is subject to special adaptation or assembly, unless such adaptation or special assembly has been expressly indicated in the Quotation, which has been accepted by JOOXTER, has been carried out under the permanent supervision of the latter, and has not been subject to any reservations as to its proper functioning by JOOXTER with regard to the CUSTOMER;

– When the Equipment covered by the warranty has been disassembled, modified, or repaired by a third party;

– When the damage results from wear and tear on the Equipment caused by a lack of maintenance, clumsiness, negligence, inexperience, or use of the Equipment in a manner not intended or accepted by JOOXTER, or with insufficient safety margins; In the event that JOOXTER's liability is established, in particular in the event of special adaptation, assembly or installation of Equipment in accordance with the above conditions, such liability shall be strictly limited, at JOOXTER's discretion, to a reduction corresponding to the price excluding tax or to the free replacement of parts recognized as defective by both parties. The cost of transport and labor, as well as any other item of damage suffered by the CUSTOMER, shall remain the responsibility of the CUSTOMER.

– When the Equipment has been sold as part of a clearance sale.

To benefit from the warranty under the conditions defined by the manufacturer, the defective Equipment must be accompanied by proof of purchase within the period specified by the manufacturer. In the event of replacement and unavailability of an identical item, the replacement Equipment will have equivalent characteristics and functionalities.

With regard to Equipment ordered but not delivered on the delivery date agreed between the Parties, the warranty conditions remain exclusively those offered by the manufacturer of the Equipment concerned.

Furthermore, the CLIENT is solely responsible for implementing reasonable and appropriate security measures and safeguards as determined by the CLIENT to be necessary or required to protect its own computer network, systems, machines, and data (collectively, the "Systems") from any cyber threats, including the systems on which it operates the Equipment and/or Services.

Equipment Maintenance

Case of Rental

When the Equipment is provided on a rental basis, maintenance is included in the Services. Throughout the Initial Period, JOOXTER shall bear the costs of repair or replacement in the event of a fault exclusively attributable to a manufacturing defect in the Equipment or to proven and abnormally rapid wear and tear of the Equipment (e.g., the battery life of wireless equipment). However, JOOXTER's obligation to travel for corrective maintenance will only be triggered if the rate of defective Equipment exceeds five percent (5%) of the total Equipment deployed at the CUSTOMER's premises. Below this threshold, JOOXTER will endeavor to find a solution as quickly as possible, in particular through remote assistance.

In this case, JOOXTER will intervene within a maximum period of one (1) month from the notification of the exceeding of this threshold by the CUSTOMER. The Parties acknowledge that these deadlines are indicative intervention deadlines compatible with the nature of the Equipment and its use. The CLIENT is required to notify JOOXTER of any breakdown, malfunction, or other defect relating to the Equipment as soon as it occurs or is suspected. If the breakdown or malfunction is confirmed by JOOXTER and can be repaired remotely, JOOXTER will communicate its repair instructions to the CLIENT by any means. Upon receipt of this information, the CLIENT undertakes to carry out the repairs as soon as possible. If the breakdown or malfunction is confirmed by JOOXTER and cannot be repaired remotely, JOOXTER will communicate instructions to the CUSTOMER by any means to return the Equipment presenting the anomalies for repair at JOOXTER. If necessary, JOOXTER may arrange to visit the CUSTOMER's premises, in which case the CUSTOMER will be invoiced for the cost of the visit.

Any modification, alteration, or intervention on the Equipment carried out by the CUSTOMER or by a third party not authorized by JOOXTER releases JOOXTER from any liability for any malfunctions or damage that may result. Consequently, JOOXTER's interventions will be invoiced additionally. The CUSTOMER shall bear the costs of repair, replacement, shipping, and/or travel by JOOXTER for Equipment damaged by any cause other than a manufacturing defect, such as an accident, misuse, incompatibility with third-party software, negligence, incorrect, unsuitable, or inappropriate use of the Equipment, any disaster, failure, or interruption of telecommunications networks and electrical networks, or any cause unrelated to the manufacture of the Equipment and its components. The repair or replacement costs charged to the CUSTOMER are subject to a detailed estimate prior to any repair or recovery operation. This estimate must be validated by the CUSTOMER and will result in a repair or replacement operation that the CUSTOMER is free to accept or refuse. In the event of refusal by the CUSTOMER, the repair or replacement operations will not be carried out and the CUSTOMER will be required to pay JOOXTER the full amount of the remaining rental payments, as provided for in the GTC.

In the event that the CUSTOMER retains custody of the Equipment beyond the Initial Period by virtue of an extension, renewal, or reconduction of the GTC with the agreement of JOOXTER, the Equipment remains unchanged and the CUSTOMER is exposed to an increased risk of obsolescence of the Equipment and its accessories, resulting in the possible unavailability of parts necessary for the maintenance or repair of the Equipment. Only the renewal of the Equipment can mitigate such a risk.

Despite being new or refurbished, the Equipment may be subject to random faults, faults due to prolonged use, obsolescence, or any other incident that may render the Equipment unusable. The occurrence of a defect cannot justify the suspension or interruption of payment for the Services provided by the CLIENT and stipulated in the GTC.

Case of Sale

When the Equipment is supplied as part of a sale, it is covered by a manufacturer's warranty for a period of two (2) years from the date of purchase.

During this period, JOOXTER will maintain the defective Equipment, which may include, at its discretion, repair or replacement of the Equipment concerned.

At the end of this warranty period, the CUSTOMER may, if they wish, take out an additional commercial warranty covering the continuation of maintenance services.

Any modification, alteration, or intervention on the Equipment carried out by the CUSTOMER or by a third party not authorized by JOOXTER will void the warranty and release JOOXTER from any liability for any malfunctions or damage that may result.

Hardware software updates

Some Equipment provided by JOOXTER includes embedded software components that require periodic updates to ensure proper functioning and security.

Two (2) software applications are systematically linked to the Hardware:

– A mobile application for sensor settings, allowing for their initial configuration and adjustment;

– An application for monitoring the health status of equipment, enabling users to monitor battery levels and data transmission quality, among other things.

As part of the sale of Hardware, JOOXTER undertakes to provide the software updates necessary for the proper functioning of the Hardware for a period of two (2) years from the date of delivery. These updates include critical security patches, bug fixes affecting the essential functionality of the Equipment, and compatibility updates necessary to maintain interoperability with the CUSTOMER's systems.

When the Equipment is provided on a rental basis, JOOXTER undertakes to provide software updates throughout the term of the GTC.

Updates are deployed remotely when the technical configuration allows it, or require intervention according to the terms defined by JOOXTER. The CLIENT agrees to facilitate the deployment of these updates and to maintain sufficient network connectivity to allow their installation.

At the end of the two (2) year warranty period applicable to the Equipment sold, the CUSTOMER may subscribe to an extended maintenance contract including the continuous provision of software updates, under the pricing conditions then in effect at JOOXTER.

Software updates do not modify the essential features of the Hardware as described in the Contractual Documentation. Any major functional changes may be subject to additional billing. JOOXTER reserves the right to discontinue software support for obsolete or end-of-life Hardware, subject to six (6) months' notice to the CUSTOMER.

Article VI. Rental Terms and Conditions

Unless otherwise agreed between the Parties, the lease is concluded for a minimum term equivalent to the term of the subscription to the associated Software.

At the end of this commitment, the CLIENT may:

– Retain the Equipment beyond the initial term as part of a renewal of its commitment to JOOXTER, formalized by new Terms and Conditions or an amendment to the initial Terms and Conditions;

– Request the execution, where applicable, of the "Purchase Option" clause, in accordance with the terms and conditions set out in the Quotation, in order to become the owner;

– Return the Equipment and terminate these Terms and Conditions.

The Equipment is provided for the exclusive benefit of the CUSTOMER and Users authorized to use or work on the Equipment.

The CLIENT shall refrain from:

– Transfer the Equipment to a third party over whom it has no authority, unless prior authorization has been provided by JOOXTER;

– Lend or sublease the Equipment or grant sublicenses for Software included in the Equipment;

– Encumbering equipment with the slightest security risk;

– Modify, disassemble, or alter the Equipment in any way.

Throughout the term of these GTC, and until the Equipment is returned, the CUSTOMER shall have exclusive custody of the Equipment. It is the sole responsibility of the CUSTOMER, without the intervention of JOOXTER, to take all necessary measures for the proper use and protection of the Equipment.

At the end of the Initial Period and in the event of non-renewal or termination of the GTC, or in the event of early termination, the CUSTOMER is required to return the Equipment to JOOXTER in good condition, fully functional and well maintained, within thirty (30) days.

In the event of the return of Equipment in a partially or totally defective condition, where such condition is directly attributable to the CUSTOMER and has not been notified by the CUSTOMER to JOOXTER prior to the end of the GTC, JOOXTER shall be entitled to charge a lump sum compensation equal to the list purchase price of the Equipment, which the CUSTOMER expressly acknowledges as being justified.

In the event of failure to return the Equipment, for any reason whatsoever, after thirty (30) days from the end date of the GTC, the CUSTOMER shall be liable for a lump sum compensation for loss of use equal to the list purchase price of the Equipment.

The costs of returning the Equipment shall be borne by the CUSTOMER, and the Equipment must be shipped in suitable packaging to ensure that it is protected during transport.

The CUSTOMER shall be responsible for the safekeeping of the Equipment and any risks of damage or loss until JOOXTER receives the Equipment.

Article VII. Use of Materials

JOOXTER grants the CUSTOMER the right to access and use the Materials under the conditions specified in the Quote for the entire duration of the GTC, with the rights to use the Materials thus granted also applying to the User(s).

The CUSTOMER shall refrain from infringing in any way whatsoever upon the Materials and rights of JOOXTER, and in particular from using the Materials under lease beyond the rights expressly granted to it under these GTC.

It is the CUSTOMER's responsibility to provide proof of compliant conditions of use in the event of a dispute, particularly in the event of damage, deterioration, or failure of the Equipment.

Any use that does not comply with the intended purpose of the Equipment, the manufacturer's instructions, JOOXTER's recommendations, or the CUSTOMER's prior statements may result in:

– Immediate termination of these Terms and Conditions by JOOXTER,

– The prompt return of the Equipment,

– JOOXTER shall not be held liable for any damages caused.

– The CLIENT shall be held fully liable, in particular for damage resulting from use that does not comply with the manufacturer's instructions and/or the intended purpose of the Equipment.

The Equipment may only be entrusted to authorized, qualified persons who, where applicable, hold the necessary authorizations to ensure its safe use. The CUSTOMER may not dispose of the Equipment in any way whatsoever without the prior and express consent of JOOXTER. In the event of seizure or any other intervention by a third party, the CUSTOMER is required to notify JOOXTER immediately. In any case where JOOXTER is required to invoke this clause, any deposits received shall remain definitively acquired by JOOXTER.

Throughout the rental period, the CUSTOMER agrees to:

– Maintain the Equipment in good working order,

– Ensure reasonable and prudent management,

– Comply with safety and usage instructions, whether they are regulatory, manufacturer's instructions, or provided by JOOXTER. When installation, assembly, or disassembly of the Equipment is necessary, these operations are carried out under the full responsibility of the person performing them, whether it is the CUSTOMER or a third party appointed by them. The performance of installation, assembly, or disassembly operations has no impact on the rental period, which remains as defined in these GTC.

The CUSTOMER may not assign these GTC or sublease the Equipment without the written authorization of JOOXTER, which authorization may be subject to such conditions as JOOXTER deems appropriate.

Article VIII. Waste Electrical and Electronic Equipment (WEEE)

In accordance with Article L. 541-10-13 of the Environmental Code, a unique identifier is assigned to any company subject to the principle of extended producer responsibility (hereinafter "EPR") in order to facilitate the monitoring and control of producers' compliance with their obligations as marketers.

JOOXTER has taken all necessary measures to collect information from its own suppliers regarding the collection, removal, processing, or packaging of electrical and electronic equipment, and continuously monitors the traceability of documents to ensure that its suppliers comply with their obligations. JOOXTER is also responsible for keeping users of electrical and electronic equipment informed.

In addition, JOOXTER provides them with information on solutions for the collection and treatment of waste electrical and electronic equipment.

– In the case of rental: as the Equipment remains the property of JOOXTER, its return and end-of-life processing are handled by JOOXTER, subject to its return by the CUSTOMER under the conditions set out in the GTC.

– In the event of sale: the CUSTOMER, as the owner of the EEE, is responsible for organizing and financing the management of the Equipment at the end of its life, unless expressly agreed otherwise. The CUSTOMER undertakes to have the Equipment processed by an approved channel, in accordance with the applicable regulations.

In the event that the CUSTOMER, for any reason whatsoever, wishes to entrust JOOXTER with the recycling of the purchased Equipment, the recycling operation will be re-invoiced to the CUSTOMER by JOOXTER in order to cover the costs associated with said recycling.

Article IX. Ownership

In accordance with Articles 2367 et seq. of the Civil Code, JOOXTER retains ownership of the Equipment sold until full payment of the price, including principal and incidental costs. The delivery of drafts, checks, or any other instrument creating an obligation to pay does not constitute payment within the meaning of this retention of title clause.

Pending full payment, the delivered Equipment shall be deemed to be on consignment at the CUSTOMER's premises. The CLIENT undertakes to: (i) store them in such a way that they cannot be confused with other goods, (ii) keep their identification markings intact, and (iii) allow JOOXTER to exercise its right of repossession at any time in the event of non-payment.

The Equipment provided for rental remains, under all circumstances, the exclusive and inalienable property of JOOXTER. The provision of the Equipment to the CUSTOMER confers only a temporary, personal, and non-transferable right of use for the duration specified in these GTC. The CUSTOMER expressly acknowledges that they do not acquire any ownership rights over the rented Equipment. At the end of the rental period or in the event of early termination, the Equipment must be returned in accordance with the terms and conditions set out in these GTC.

SaaS Solutions, all of their content, as well as all work, deliverables, training materials, tools, methods, and know-how developed or used in connection with the performance of these Terms and Conditions, remain the exclusive property of JOOXTER and/or its licensors. The latter retain all intellectual property rights relating thereto, including copyright, database rights, patents, trademarks, and any other industrial or intellectual property rights.

No ownership rights, licenses, or other real rights are transferred to the CUSTOMER under these GTC. The CUSTOMER only acquires a right to use the Materials, strictly limited to the conditions and duration provided for in these GTC. These GTC do not entail any transfer or license of trademarks, logos, trade names or any other distinctive signs of JOOXTER appearing on or in the Materials or SaaS Solutions.

The restrictions and obligations set forth in this article shall survive the expiration or termination of these Terms and Conditions, regardless of the cause, and shall remain in effect for as long as necessary to protect JOOXTER's intellectual property rights. The CUSTOMER remains liable to JOOXTER for any breach of the commitments in these T&Cs relating to ownership, whether resulting from its own actions or those of its employees, agents, or any service provider working on its sites.

Article X. Financial Terms

In return for the supply of the Equipment, the CUSTOMER shall pay the amounts indicated in the Quote. Unless otherwise specified, the price indicated is exclusive of tax and in euros. Prices shall be paid by bank transfer, at no cost to JOOXTER.

The prices of Equipment supplied for rental will be automatically revised on each anniversary date of these GTC. This revision will apply through an annual increase of a fixed rate of 1.5%, applied to the prices in force on the date of revision. The prices of Equipment sold are not subject to revision.

The revision is automatic and does not require prior notification. It does not constitute a modification of the GTC but rather the application of this clause.

The financial terms and conditions relating to the Services are governed by the Quote and the GTCS. Failure to pay the amounts due under these GTCS may result in the suspension of the Services in accordance with the GTCS, and vice versa.

Article XI. Invoicing and Payment Terms

Payment shall be made within thirty (30) days of the invoice date.

The CLIENT undertakes to pay the total amount of each invoice without being able to offset it against any sums owed or claimed by JOOXTER. In the event of a dispute over an invoice, payment of the disputed invoice remains due. If the dispute is upheld, a credit note will be sent to the Client as soon as possible.

The CLIENT also undertakes to take care of any administrative constraints specific to them (issuing purchase orders, internal approval deadlines, payment campaigns, etc.) so as not to cause JOOXTER any additional delays in relation to the commitments set out in the GTC (payments, renewals, etc.) and the legal provisions concerning payment deadlines. The CLIENT therefore undertakes to provide JOOXTER with clear and complete information on the billing process in force, as well as a means of contacting the department responsible for supplier billing (email address of the accounts payable department and direct telephone number). Any updates to the process must be notified to JOOXTER in order to facilitate the billing process.

In any event, the reference date for calculating payment terms shall remain the date of issue of the invoice by JOOXTER or the date of request for an order number in the absence of a response from the CUSTOMER.

Any delay in payment in relation to the terms and conditions set out in these GTC shall automatically and without formal notice give rise to the application of late payment interest calculated at a rate equal to three (3) times the legal interest rate in force on the date of payment. This interest shall be calculated pro rata temporis on the pre-tax amount of the unpaid invoice, from the day following the payment date shown on the invoice until the date of actual payment, unless expressly deferred by JOOXTER.

In accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, any delay in payment shall also automatically result in the payment of a fixed compensation fee for recovery costs in the amount of forty (40) euros. Where the collection costs incurred by JOOXTER exceed this fixed amount, JOOXTER may request additional compensation upon presentation of supporting documents.

Furthermore, in the event of a payment delay exceeding fifteen (15) days, JOOXTER reserves the right to suspend the performance of its obligations, including access to the Software, without prior formalities other than written notification to the CUSTOMER, and without prejudice to any sums remaining due and any damages.

In the event of late payment under the GTC, JOOXTER reserves the right to suspend the services provided for in these GTC. Conversely, any late payment under these GTC may result in the suspension of access to the Services in accordance with the GTC.

Article XII. Responsibilities

JOOXTER shall be liable to the CUSTOMER in accordance with the rules of common law. As such, it undertakes to compensate the CUSTOMER for any direct damage that the CUSTOMER may suffer within the framework of the GTC.

With the exception of bodily injury, death, or gross negligence, JOOXTER's liability shall be limited to the amount paid by the CUSTOMER under the T&Cs during the financial year in which these T&Cs are exercised. Any action for liability by the CUSTOMER against JOOXTER must be brought within one (1) year of the occurrence of the damage, subject to applicable public policy legal provisions.

JOOXTER shall not be held liable under any circumstances in the event of:

– Use of all or part of the Materials when JOOXTER, following a problem or for any other reason, had recommended suspending their use;

– Any damage resulting from the CLIENT's fault or negligence in the use of the Equipment. In this context, the CLIENT undertakes to train Users in the use of the Equipment and to take all necessary measures to ensure that Users do not disclose their login and password to third parties and only use their own Identifiers;

– Use of the Equipment in connection with services not provided or endorsed by JOOXTER and likely to affect the Services, Data, or Personal Data.

JOOXTER acts as a distributor and shall under no circumstances:

– Be held responsible for defining the CUSTOMER's needs in both quantitative and qualitative terms. Any information, advice, recommendations, or technical studies are provided for informational purposes only and do not engage the responsibility of JOOXTER. The choice of Equipment is made under the sole responsibility of the CLIENT. It is therefore the CLIENT's responsibility to carry out, or have carried out by a qualified and specialized third party of their choice, a detailed analysis of their needs and objectives;

– Be held liable for the accuracy of the characteristics of shape, dimensions, weight, performance, functional specifications and, more generally, all technical characteristics of the Equipment indicated in catalogs, brochures, price lists, advertising material or any other medium issued by JOOXTER. This information is provided for information purposes only and may be modified at any time without notice;

– Be deemed responsible for project management without JOOXTER being mandated via the execution and payment of Services.

Article XIII. Force Majeure

Neither Party shall be held liable and the GTC shall be suspended if its performance or the performance of any obligation incumbent upon the Parties under the GTC is prevented, limited or disrupted as a result of an event constituting a case of force majeure in accordance with Article 1218 of the Civil Code.

The other Party shall then be similarly exempt from performing its own obligations, again within the limits of the impediment, disruption, or limitation.

The performance of the obligations of the prevented Party will be postponed for a period at least equal to that of the period of suspension due to force majeure.

During the period of force majeure, the Party affected by the force majeure event shall make every effort to minimize its effects on the proper performance of the GTC.

Article XIV. Data

The nature, format, and frequency of generation of data produced by the Equipment;
The technical procedures for accessing this data;
Any restrictions on use or technical limitations on access;
The identity of entities that may act as data holders, where applicable.

For some of the Data collected in connection with the Services, JOOXTER acts as a processor and the CUSTOMER is the controller, within the meaning of the aforementioned regulations.

Description of the processing being outsourced

The CLIENT acknowledges that JOOXTER, in order to fulfill its various obligations under the GTC agreed between the Parties, may have access to Personal Data and process it on behalf of the CLIENT.

JOOXTER's obligations are as follows:

Provision of Solutions tailored to the CUSTOMER's needs, as described in the Quote.
Provide secure access to the Solutions, in accordance with the security conditions described in the Terms of Service or Service Level Agreement (SLA).
Secure hosting of solutions,
Data backup on an isolated server,
Monitoring and maintenance services (corrective and evolutionary), in accordance with the service levels defined in the Terms of Service or Service Level Agreement (SLA).
Implement all technical means, in accordance with the state of the art, to maintain the integrity, security, and confidentiality of all CUSTOMER Data.

Obligations of the Data Controller

The CLIENT undertakes to comply with its obligations under the regulations concerning the protection of Personal Data.

The CLIENT shall document in writing any instructions concerning the processing of personal data by JOOXTER.

JOOXTER's obligations as a subcontractor

JOOXTER undertakes to:

Process Personal Data for the sole purpose of fulfilling its various tasks within the meaning of the GTC,
Process Personal Data in accordance with regulatory principles,
Process Personal Data on the written instructions of the CLIENT, and immediately report to the CLIENT any instructions from the CLIENT that are contrary to the regulations.
Not to process Personal Data on its own behalf or on behalf of a third party. JOOXTER may not, in any way, directly or indirectly, sell, rent, transmit, commercially exploit, or dispose of the Personal Data provided by the CUSTOMER.
Ensure the confidentiality of Personal Data processed on behalf of the CLIENT,
Assist the CLIENT in conducting a data protection impact assessment (DPIA) concerning the software solution covered by this agreement, by providing it with useful information.
Report any breach of Personal Data to the CLIENT as soon as possible and no later than 72 hours after becoming aware of it. This notification shall be accompanied, depending on the information in JOOXTER's possession, by a description of the nature of the personal data breach, the nature and number of persons concerned, the number of data records affected, a description of the possible consequences of the breach, and the measures taken to remedy the breach.
Assist the CLIENT in its obligation to respond to requests from data subjects to exercise their rights.
Inform the CUSTOMER in the event of a transfer, imposed by European Union law or French law, of Data to a third country or to an international organization.

JOOXTER states:

Provide sufficient guarantees regarding the implementation of technical and organizational measures to ensure the protection of the personal data entrusted to them.
Host the Data within the European Union, in accordance with the hosting conditions.
Keep a record of processing activities as a processor,
Only authorized personnel have access to the Personal Data entrusted to us.

Cases of subcontracting

JOOXTER keeps a list of subcontractors available to the CUSTOMER, which it will provide upon the CUSTOMER's first request.

Transfer

JOOXTER guarantees that it will not transfer any Personal Data outside the European Union or a country recognized as adequate by the European Commission, with the exception of:

From a transfer imposed by law,
The existence of prior written authorization from the CLIENT and the implementation of appropriate safeguards,
A transfer necessary for the execution of the GTC between the data subject and the CLIENT.

Data output

Upon termination or expiration of the GTC, JOOXTER will immediately cease processing the Personal Data entrusted to it by the CUSTOMER. It will destroy all files and their backups containing Personal Data, subject to archiving obligations for longer periods.

Documentation and audit

JOOXTER shall provide the CLIENT with all information demonstrating compliance with its obligations as a processor.

Article XV. Intellectual Property

The Materials, APIs, databases, infrastructure, and all content and elements comprising them (including text, images, visuals, interfaces, logos, trademarks, distinctive signs, documentation, and data structures) are and remain the exclusive property of JOOXTER or its partners. They are protected by intellectual property rights and, where applicable, by the rights of database producers in force.

For the duration of the GTC and within the limits set out in the Quote, the CLIENT shall have a non-exclusive, personal, and non-transferable right to access and use the Services and associated APIs, exclusively for its internal professional needs. This right of use does not entail any transfer of ownership to the CLIENT.

The CLIENT shall refrain from using the Equipment and Services for the benefit of third parties or for purposes other than those expressly provided for in the GTC.

The CUSTOMER shall refrain from, unless expressly authorized by JOOXTER as provided for in the GTC:

– Copy, modify, adapt, or create derivative works based on all or part of the Services, Software, APIs, or databases;

– Make available, distribute, assign, rent, lend, sublicense, or transfer, in any way whatsoever, all or part of the Services or APIs to a third party;

– Engage in any reverse engineering, decompilation, disassembly, translation, code analysis, or attempt to access the source code of the Services or APIs;

– Bypass or compromise the security or access control measures implemented by JOOXTER;

– Remove or alter any mention of intellectual property rights appearing on the Materials or associated documentation;

– Use the Materials in a manner that violates applicable laws and regulations or infringes on the rights of third parties;

– Publish or communicate to third parties any tests, comparative analyses, or performance evaluations of the Services without the prior written consent of JOOXTER;

– Use the Services beyond the scope and rights of use defined in the GTC and the Quote.

The CUSTOMER undertakes to inform JOOXTER immediately of any unauthorized use of the Services of which they become aware and to take all reasonable measures to put an end to it.

The CUSTOMER shall refrain from using the Materials for the purpose of developing, marketing, or exploiting a competing service or product, or for any purpose that could cause commercial harm to JOOXTER.

Any changes, improvements, adaptations, or developments to the Equipment, Services, Solutions, APIs, or databases, whether made by JOOXTER alone or based on suggestions from the Customer, remain the exclusive property of JOOXTER.

The CLIENT grants JOOXTER, free of charge, non-exclusively and worldwide, the right to freely use feedback, suggestions or proposals for improvement relating to the Materials. The CLIENT is solely responsible for the confidentiality and use of its Users' access credentials. It undertakes to implement all appropriate measures to ensure their security. The CLIENT remains responsible for any access or use of the Materials made using its credentials, whether or not it was aware of such access or use.

Article XVI. Reversibility

Upon expiration or termination of these Terms and Conditions, the CUSTOMER may request the recovery of data from the Equipment to which JOOXTER has effective access in connection with the provision of its Services. This data will be made available in a structured, commonly used, machine-readable format for a maximum period of thirty (30) days following the end of these Terms and Conditions.

The Customer acknowledges that certain data generated by the Equipment may be collected or hosted directly by the manufacturer or by third-party platforms. JOOXTER cannot guarantee the extraction or portability of such data, which is neither hosted nor controlled by it, but undertakes to cooperate in good faith in order to facilitate, to the extent reasonable, the Customer's dealings with the third parties concerned.

Any specific technical assistance requested by the Customer in connection with this reversibility may be subject to additional billing.

The reversibility process provided for in this article must be coordinated with the provisions of Article 20 of the GTC relating to the change of data processing service provider.

GENERAL TERMS AND CONDITIONS

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