The present General Sales Conditions (“the Conditions”) govern any offer made by KEYNEO (hereinafter referred to as KEY) or any order or contract between KEY and the client concerned (“the Client”) relating to the supply by KEY of integration, consulting and maintenance services (“the Service”) as well as the sale of licenses of the Keybuild New Retail platform and the hosting of this platform.

A contract in force between the parties, or an offer, quotation or purchase order of KEY accepted by the Customer, or an order of the Customer accepted by KEY, shall hereinafter be referred to as “the Contract “. Where the Conditions form part of the Contract, they exclude any stipulations or conditions of any kind that are not agreed in writing between KEY and the Customer. In the event that the Contract contains provisions that are inconsistent or contradictory to the Terms, such provisions shall prevail over the Terms. In the absence of a contract, the conditions will prevail

PREAMBLE

KEYNEO publishes, markets, integrates and maintains the Keybuild omnichannel platform dedicated to next-generation retail for retailers and brands. This platform includes an order management system (OMS), an ecommerce and click and collect solution, a payment solution and a module for taking orders. appointment. The platform is modular, accessible in SAAS mode or exceptionally on- premise.

1- PRICE

The prices indicated in the Contract or purchase order are established according to all the conditions relating to it. In particular, and without limiting the generality of the foregoing, it is understood that :

– the price of the licenses will depend on the number of organizations or users

– the price of the integration and the licenses is valid for the module, software or solution subscribed. Any evolution or new module, software or solution desired will give rise to a new estimate calculated under the conditions and pricing in force at the time of their subscription.

– the prices of the services, licenses and maintenance will be automatically indexed each year on the basis of the Syntec index or equivalent

– all taxes, duties and levies on or outside French territory relating to the Contract, whether applicable at the time of signature of the Contract or introduced subsequently, shall be borne and paid by the Customer in addition to the price of the Contract,

– travel expenses are invoiced in addition to the Contract price.

2- PAYMENT CONDITIONS

Unless otherwise provided in the Contract, the currency of account, billing and payment under the Contract shall be the Euro.

The total price of the Contract shall be invoiced to Customer as follows, unless otherwise provided in the Contract, quotation or order:

For set up or integration services:

– forty percent (40%) of the total Contract price, as a down payment, as a condition to the commencement of the Contract;

– the balance in accordance with the payment schedule specified in the Contract or in KEYNEO’s commercial proposal or estimate.

For SAAS licensing services:

In case of a server license, at the server installation
For licenses by organization (store,…), at the opening on the server of each organization then at anniversary date, and this for one year
For follow-up, support and maintenance services, at the end of the warranty and in all cases at the start of production, then at the anniversary date.

Unless otherwise stipulated in the Contract, payment of the total price of the Contract will be made by bank transfer to the account whose details will be sent to the Customer by KEYNEO.

The prices indicated in the Contract shall be payable in cash on the date of receipt of the invoices and no later than 10 days after the date of the invoice

3- CONFORMITY OF THE SERVICE AND CUSTOMER’S APPROVAL

The Service shall be inspected and tested in accordance with KEY’s standard tests.

In the event that the Service must give rise to acceptance, this must be characterized by an acceptance report drawn up jointly by the Parties. In the event of the Client’s absence from the acceptance operations or in the event of the Client’s failure to sign the acceptance report without justification within 5 working days from the end of the acceptance operations, KEY will be entitled to sign the report alone, which will then have the same value as if it had been signed by both parties.

Any claims regarding the compliance of the Service with the contractual specifications must be made by the Client at the time of receipt of the Service.

In case of reservations made during the acceptance, KEY will take the necessary actions to remove the said reservations as soon as possible and will notify the Client of the finalization of the execution of the Services. The lack of response from the Client 10 working days after notice given by the Service Provider of the execution of the Services, will be considered as a decision to lift the reservations and acceptance.

4 – TRANSFER OF RISK AND OWNERSHIP

In the case of specific services (except licenses, bricks or components belonging to KEY), and if the customer has made a written request prior to the signature of the contract, the transfer of property of these specific services will be effective on the day of the final acceptance of the Services, subject to the complete payment of the price in the conditions defined above.

In case of non-payment of an invoice that has fallen due, after formal notice has remained without effect within 48 hours, KEY reserves the right to suspend the execution of the Service.

The transfer of risk to the subject matter of the Service shall occur upon final acceptance of the Service. However, if the Contract provides for provisional or intermediate acceptance, the transfer of risks corresponding to the portion of the Service subject to such provisional or intermediate acceptance shall take place on the date of such provisional or intermediate acceptance.

5- EXECUTION OF THE SERVICES ON SITE

If the Contract provides for a realization of the Service by KEY on the Client’s site, the latter shall, at his own expense, prepare the site in due time in accordance with the technical requirements of the Contract; and make available to KEY on site all the necessary means (manpower, tools, offices, etc.) necessary for the realization of the Service.

6- RESPONSABILITY

KEY will be responsible towards the Client for the damages which result directly from the execution, the bad execution or the non-execution of its obligations, it being understood that in any case, the cumulated total of the damages likely to be due by KEY within the framework of the Contract will not exceed the total amount, excluding taxes, of the Contract, actually paid by the client on the day of the complaint. KEY can in no case be held responsible for indirect damages such as loss of income or productivity, loss of profit, damage to the brand image, erroneous data or content, loss of data, even if KEY has been advised of the possibility of such damages

7- EXONERATING CAUSE

KEY shall not be liable to the Client if it cannot perform its obligations in accordance with the Contract due to the occurrence of an event beyond its reasonable control, due to a delay in the Client’s obligations (deliverables, inputs, validation deadlines,…) or due to acts or omissions imputable to the Client. In this case, the schedule will automatically be extended by the number of days necessary to overcome the exonerating cause. The performance of the Contract shall be resumed as soon as possible after the termination of the exonerating cause. If the effects of the exonerating cause last more than three (3) months, KEY shall have the right to terminate the Contract.

8 – intellectual property rights

Not withstanding the acquisition by the Client of the physical property of the specific services (art. 4 above), all the industrial and/or intellectual property rights relating to the licenses, bricks and components published by KEY and the associated integration services will be, subject to the rights of third parties, the exclusive property of KEY. Thus, it is expressly understood that KEY remains the full owner of the licenses, bricks, components and associated integration services, of the know-how and methodologies implemented for the realization of the services, which it reserves the right to reuse, including for the benefit of other clients, in respect of its obligation of confidentiality

9- EFFECTIVE DATE OF THE CONTRACT

The effective date of the Agreement shall be the date of signature of the purchase order, or the date of approval or, if not, the date of commencement of the services or opening of the customer’s instance on the server.

10- CANCELLATION

Either party may terminate the Contract, ipso jure and without further formality, by written notice to the other party with immediate effect, if the other party is in material breach of its obligations under the Contract and fails to remedy such breach within sixty (60) days after an initial written notice of default has been served by the complaining party. Termination of the Contract for any reason whatsoever shall be without prejudice to any claims that either Party may have against the other Party in connection with the Contract and/or its termination. In the event of cancellation or termination of the Contract by the Client, any services started shall be due in full

11- PRIVACY

Each Party undertakes not to disclose to third parties, in any manner whatsoever, all or part of the documents, data and information of the other Party to which it may have had access in the course of the Contract. This obligation of confidentiality shall remain in effect for five (5) years after the end of the Contract or the date of its termination.

12- COMMUNICATION

During the whole duration of the contract, the client authorizes KEY to refer to its commercial relationship with him, as well as to be able to communicate on the nature of the services, and this on all its sites or physical or digital communication supports.

13- NON-SOLLICITATION OF STAFF

The Client undertakes, during the period of validity of the Contract, not to directly or indirectly employ or offer to employ, in any way whatsoever and in any capacity whatsoever, one or more members of KEY’s personnel involved in the execution of the Contract. In case of non-respect of this clause, the Client shall pay KEY a fixed indemnity equal to twelve (12) times the last month’s gross salary of the member(s) of staff concerned.

14- OUTSOURCING

KEY reserves the right to subcontract all or part of the services, and in particular the hosting services of its platform. In this case, KEY will remain guarantor of the good execution of the services towards the customer.

15- APPLICABLE LAW AND CONFLICT RESOLUTION

The Contract shall be governed by French law. Any dispute, controversy or claim arising out of or in connection with this Contract shall be submitted to mediation in accordance with the mediation rules of the CMAP to which the Parties declare that they adhere and in the event of failure of the mediation within a period of time which shall not exceed two months (unless extended by mutual agreement of the Parties) from the date of the dispute, controversy or claim, shall be brought before the Commercial Court of Lille