Terms & conditions.

1. Preamble

These General Terms and Conditions of Sale (the "GTC" or "Terms") govern all services provided by REAV, a simplified joint-stock company (SAS) with share capital of €5,000.00, registered with the Paris Trade and Companies Register under number 993 367 325 R.C.S. Paris, having its registered office at 66 Avenue des Champs-Elysées, 75008 Paris, France ("REAV", "we", "us") to its professional clients ("Client", "you").

The GTC apply to all quotations, orders, contracts and services rendered by REAV, to the exclusion of any other document, including the Client's own general terms and conditions of purchase. Any derogation must be the subject of a prior written agreement signed by both parties.

2. Definitions

In these GTC, the following terms shall have the following meaning:

• "Services" means all consulting, audit, design, deployment, training, licensing, support and operational services provided by REAV, as described in the applicable Quotation.
• "Quotation" means the commercial proposal issued by REAV detailing the scope, deliverables, schedule and price of the Services.
• "Order" means the Quotation signed by the Client with the wording "Good for agreement" (or any equivalent), or any purchase order referring to a Quotation accepted by REAV.
• "Contract" means the contractual whole formed by the Quotation, these GTC and any specific terms agreed in writing between the parties.
• "Deliverables" means any documents, reports, plans, software, configurations, training materials, dashboards or other tangible or intangible elements produced by REAV under the Contract.
• "License" means the REAV licensed offer giving access to REAV's standards, ERP, training and support framework under the conditions specified in a dedicated agreement.

3. Purpose & scope

The purpose of these GTC is to define the conditions under which REAV provides its Services to the Client, in particular: industrial diagnostics and audits, workshop design, process and SOP engineering, ERP deployment and integration, training, R&D transfer, ongoing operational support, and licensing of the REAV framework.

The Services are reserved exclusively for professional clients acting within the scope of their business activity. They are not offered to consumers within the meaning of article L.217-3 of the French Consumer Code.

4. Formation of the contract

Any request for Services gives rise to the issuance of a personalised Quotation by REAV. The Quotation is valid for thirty (30) days from its date of issuance, unless otherwise stated.

The Contract is formed upon REAV's receipt of the Quotation signed by the Client, or upon receipt of a purchase order expressly referring to the Quotation. Acceptance entails full and unreserved acceptance of these GTC.

Any modification requested by the Client after the formation of the Contract shall be the subject of a written amendment and may give rise to an adjustment of the price and the schedule.

5. Description of services

REAV provides its Services with care and diligence, in accordance with the rules of the art and in compliance with applicable regulations. The exact scope, deliverables, timeline and acceptance criteria of the Services are defined in the Quotation.

REAV is bound by an obligation of means (obligation de moyens) and not by an obligation of result, except for express commitments to the contrary set out in the Quotation.

REAV may freely choose the methods, tools and resources used to perform the Services and may subcontract all or part of the Services, in which case REAV remains the Client's sole point of contact and remains responsible for the proper performance of the Services.

6. Obligations of the parties

6.1 Obligations of REAV

REAV undertakes to perform the Services with the level of skill, care and diligence reasonably expected from an experienced industrial consultant. REAV shall keep the Client regularly informed of the progress of the Services.

6.2 Obligations of the Client

The Client undertakes to cooperate actively and in good faith with REAV, and in particular to:

• appoint a single point of contact authorised to make decisions;
• provide REAV in due time with all information, documents, access (physical and digital) and resources necessary for the performance of the Services;
• ensure the accuracy, completeness and reliability of the information transmitted;
• comply with the schedule and the acceptance procedures defined in the Quotation;
• pay the price under the agreed conditions.

Failure by the Client to comply with these obligations may give rise to delays, additional costs or, where applicable, suspension of the Services, without prejudice to any damages.

7. Price

The prices of the Services are those indicated in the Quotation. They are expressed in euros (EUR), exclusive of taxes, and do not include travel, accommodation, equipment or third-party costs, which are invoiced in addition on the basis of supporting documents or a lump sum agreed in advance.

Where applicable, the License is invoiced according to a price-per-device model, calibrated on the basis of the volume processed by the Client. The applicable scale is set out in the specific licensing agreement.

REAV reserves the right to revise its prices for new orders. Prices remain firm for Orders already accepted.

8. Payment terms

Unless otherwise agreed in writing, invoices are payable by bank transfer within thirty (30) days from the date of issuance. A deposit of 30% of the total amount of the Quotation may be required upon Order, in which case the balance is invoiced according to the milestones set out in the Quotation.

Invoices are issued in electronic form and sent to the address indicated by the Client. The Client expressly accepts electronic invoicing.

9. Late payment

In accordance with articles L.441-10 and D.441-5 of the French Commercial Code, any sum not paid by its due date shall give rise, automatically and without prior formal notice, to:

• late payment interest calculated at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten (10) percentage points;
• a fixed recovery indemnity of forty euros (€40), without prejudice to additional compensation upon supporting documents if the actual recovery costs exceed this amount.

REAV may also suspend the performance of any Services in progress until full payment is received, without this suspension constituting a breach attributable to REAV.

10. Duration & termination

The Contract is concluded for the duration necessary to perform the Services, as indicated in the Quotation. License or recurring support contracts are concluded for the duration expressly stated in the dedicated agreement.

In the event of a serious breach by one of the parties of any of its contractual obligations, the other party may, after sending a formal notice by registered letter with acknowledgement of receipt that has remained unanswered for thirty (30) days, terminate the Contract automatically (de plein droit), without prejudice to any damages.

Termination, for any reason whatsoever, does not affect the payment of Services already performed up to the effective date of termination, which remain due in full.

11. Intellectual property

REAV retains exclusive ownership of all pre-existing methodologies, frameworks, software, ERP modules, templates, training materials, know-how and tools used to provide the Services (the "REAV Background"). No assignment of intellectual property rights over the REAV Background is granted under the Contract.

Subject to full payment of the price, REAV grants the Client a non-exclusive, non-transferable, worldwide right to use the Deliverables, for its own internal needs and for the duration of the legal protection of the rights concerned. Any use outside this framework (in particular resale, sub-licensing, communication to third parties) requires the prior written authorisation of REAV.

The Client retains ownership of the data, information and documents it provides to REAV. The Client grants REAV a free right to use them strictly for the purposes of performing the Services.

12. Confidentiality

Each party undertakes to keep strictly confidential any information of a technical, commercial, financial or strategic nature, identified as confidential or whose confidential nature results from the circumstances, communicated by the other party in the context of the Contract.

This obligation of confidentiality remains in force throughout the duration of the Contract and for a period of five (5) years after its termination, for any reason whatsoever. It does not apply to information that is in the public domain, lawfully obtained from a third party, or whose disclosure is required by law or by a competent authority.

13. Personal data

Each party undertakes to comply with applicable regulations on the protection of personal data, including Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act of 6 January 1978 as amended.

Where REAV processes personal data on behalf of the Client in the performance of the Services, the parties shall enter into a data processing agreement (DPA) in accordance with article 28 of the GDPR.

14. Liability & warranties

REAV shall be liable to the Client only for direct, foreseeable and certain damage resulting from a proven breach of its contractual obligations.

To the fullest extent permitted by law, REAV shall in no event be liable for any indirect or consequential damage, including loss of profit, loss of turnover, loss of opportunity, loss of customers, loss of data, commercial or operational disturbance, or damage to image or reputation.

In any event, REAV's total liability, all causes combined, shall be limited to the amount excluding taxes actually paid by the Client to REAV under the Contract giving rise to the liability over the twelve (12) months preceding the event giving rise to the liability.

The Client expressly acknowledges that this limitation of liability constitutes an essential element of the economic balance of the Contract.

15. Force majeure

Neither party shall be liable for any breach or delay in the performance of its obligations resulting from a case of force majeure within the meaning of article 1218 of the French Civil Code.

If the case of force majeure lasts for more than three (3) months, either party may terminate the Contract automatically, without compensation, by registered letter with acknowledgement of receipt.

16. References

Unless expressly opposed by the Client in writing, REAV may mention the name and logo of the Client and provide a generic description of the Services performed, for commercial reference purposes (in particular on its website, in commercial documents and on social networks).

17. Miscellaneous

Modification of the GTC. REAV reserves the right to modify these GTC at any time. The version applicable to a given Order is the one in force on the date the Order is accepted.

Nullity. If any provision of these GTC is held to be null or unenforceable, the other provisions shall remain in full force and effect.

Waiver. The fact that REAV does not avail itself, at any given time, of any of the provisions of these GTC shall not be interpreted as a waiver of its right to avail itself thereof subsequently.

Assignment. The Client may not assign or transfer the Contract, in whole or in part, without the prior written authorisation of REAV.

Notices. Any notice given under the Contract shall be made by email with acknowledgement of receipt, or by registered letter with acknowledgement of receipt, to the addresses indicated in the Quotation.

18. Governing law & jurisdiction

The Contract and these GTC are governed by French law.

In the event of a dispute relating to the formation, interpretation, performance or termination of the Contract, the parties undertake to seek an amicable solution beforehand. Failing an amicable settlement within thirty (30) days from the notification of the dispute, express jurisdiction is granted to the competent courts of Paris (France), notwithstanding plurality of defendants or guarantee claims, including for emergency or precautionary proceedings.