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**1. Purpose and Scope**

These General Terms and Conditions of Sale (hereinafter referred to as "GTC") aim to define the subscription and usage conditions for any professional client, whether an individual or a legal entity ("Client"), for the service provided by BOLDO SAS (hereinafter referred to as "Service").

This Service aims to enable professionals to access the following services online:

- Inventory of company assets such as applications, teams, data flows, business capabilities, etc.

- Inventory of relationships between assets

- Visualization features for assets and their relationships

- Data hosting, application maintenance support

This list of Service features may be modified at any time by BOLDO (SAS) without incurring any liability.

Any document other than these general terms and conditions, including information on the website or advertisements, is for informational purposes only. No general purchasing conditions can prevail over these terms without the explicit written acceptance of the Service Provider. The Client acknowledges having been informed of these general terms and conditions prior to subscription or signing the quotation, in accordance with the provisions of Article L. 441-6 of the Commercial Code.

The Client certifies that they are engaging in a professional activity and acknowledges that the protective provisions applicable to contracts concluded with consumers do not apply to them. Access and use of the Service, including free or demo use, implies the express and unreserved acceptance of all these GTC. The Client confirms having read and understood the entirety of these GTC before using the Service and agrees to comply with them, ensuring that Users do the same.

These terms and conditions may be subject to modifications; the applicable conditions are those in effect at the date of subscription to the Service, renewal, or establishment of the quotation.

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**2. Definitions**

"Service Provider" refers to BOLDO (SAS), which provides the Boldo Service.

"Service" refers to the Boldo software application and its operational functions offered in SaaS mode, whose features are detailed in Article 1 of these terms and conditions.

"User(s)" refers to either the Client, with or without a user account, or an individual under the Client's responsibility who has a user account and benefits from access to the Service through the Client's subscription or who benefits from free trial access to the Service. In the latter case, the Client ensures that Users comply with these terms.

"Party(ies)" refers to the Client and/or the Service Provider, individually or collectively.

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**3. Service Accessibility**

The Service is accessible 24/7, except in cases of (i) force majeure, (ii) events beyond the control of the Service Provider and/or the Service host, (iii) any potential outages or necessary maintenance interventions to ensure the proper functioning of the Service. These accessibility interruptions will not entitle the Service Provider to any compensation.

The Service Provider commits to implementing all means at its disposal to ensure good access quality to the Service and to ensure the reliability and speed of the features it provides.

The User acknowledges and accepts the characteristics and limitations of information transmission over the internet, as well as the costs associated with connecting to said network. The User is responsible for ensuring that the technical characteristics of their hardware and software allow them to access the Service under good conditions and for taking appropriate measures to protect against potential malicious programs.

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**4. Subscription and Purchase Orders**

Any Service order is final and cannot be canceled or modified by the Client, including reducing the number of licenses and/or access points, except in the case provided for in Article 5.3. The ordered Services may be substituted with Services of equivalent or superior characteristics, without prior notice and without engaging the Service Provider's liability. Any person signing a quotation engages the company designated, if applicable, as responsible for payments, which declares being duly authorized for this purpose. The Client agrees to inform the Service Provider's sales department without delay of any changes to the information provided during their order, including billing coordinates, payment methods, and/or bank references.

The online validation of the subscription by the Client, as well as the acceptance by the Users of these GTC or other contractual documents, is materialized by clicking a checkbox, notably during the creation of a User account or prior to the electronic signature of a document. The Client and the Users are informed and accept that their engagement with BOLDO (SAS) does not require a manual or electronic signature.

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**5. Duration & Subscription Conditions**

**5.1. "Partner," "Essential," "Advanced," "Enterprise" Subscriptions on Quotation**

The subscription duration is determined in the quotation and according to the rates mentioned therein. Unless terminated by registered letter with acknowledgment of receipt sent to the address on the invoice at least thirty (30) days before the subscription end date, the subscription will be tacitly renewed for the same duration and under the same conditions, except for the price. The subscription will be renewed at the rates in effect on the renewal date.

**5.2. For Any Ongoing Subscription**

The Client may, at any time, order new services and request an increase in the number of licenses and access points per User. In case of an increase in the scope of an ongoing subscription, any consumed period is due. The new order will be subject to a new invoice.

**5.3. Intuitu Personae**

The subscription is concluded intuitu personae for use exclusively intended for the Client's internal use. The Client may not transfer, partially or totally, the subscription and/or any rights and obligations arising from it to a third party by any means, for consideration or free of charge, or by contribution of business assets. The Client is also prohibited from making the Service available, even for free, to any unauthorized person.

**5.4. Consequences of Subscription Termination**

The termination of the subscription contract, for any reason, will render access to the Service unusable. The Client remains liable for any amount related to their subscription (i) until the termination date and (ii) following its termination, in accordance with these terms.

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**6. Subscription Contract Termination**

The Service Provider reserves the right to terminate a Client's subscription contract and delete their access to the Service, without delay and without notice, in case of non-compliance by the User with any of the GTC clauses or the terms of use, notably in case of (i) payment default at maturity or (ii) non-compliance with the "Confidentiality" and "License and Intellectual Property Rights" clauses. In this case, the Service Provider will inform the Client and retain all sums already paid by the latter, without the Client being entitled to any refund, and without prejudice to any damages the Service Provider may claim.

In case of early termination of an "Enterprise" contract at the Client's initiative, penalties amounting to the remaining subscription duration will apply.

In case of technical and/or commercial discontinuation of an offer or service during a subscription, the Service Provider will inform the Client by letter with a minimum notice of three (3) months and propose a substitute service offer. If the Client refuses the substitute offer, the subscription will be terminated on the indicated service or offer discontinuation date without fees or compensation, except for the refund of an amount corresponding to the remaining subscription duration.

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**7. Pricing & Payment Terms**

**7.1. Payment Methods**

For subscriptions, the applicable pricing conditions are those in effect on the quotation issuance date sent to the Client or on the order registration date, after any applicable discounts, rebates, and allowances. Prices may be modified at any time without notice, without engaging the Service Provider's liability. The Service Provider will inform the Client of any new pricing conditions that may apply upon renewal.

The prices offered by the Service Provider are in € excluding tax, to which VAT at the rate in effect on the quotation date will be added, if applicable. Any change in the applicable tax rate or the creation or modification of one or more taxes or contributions may be passed on to the price of the concerned Services.

Payments for the order are due:

- In full or in part, for any subscription, in the form of an advance payment representing approximately 10% of the annual subscription amount. In case of subscription renewal, the invoice is issued before the subscription end date. Unless otherwise stated in the quotation or invoice, invoices are payable within thirty (30) days from the invoice issuance date. The Client may request the Service Provider to set up automatic debiting of their monthly subscription payments. In case of automatic debiting, this will be mentioned in the quotation or invoice related to the Service.

- For any Service subscription (excluding subscriptions on the Service Provider's website), the preferred payment method is bank transfer. The Service Provider's bank details (RIB) are attached to the quotation.

**7.2. Invoicing Conditions**

The Client agrees to inform BOLDO (SAS), before ordering or signing a quotation, of any specific requirements related to electronic invoicing.

The invoice is sent to the Client electronically via the Client account when payment is online and by email (i) monthly for Monthly Subscriptions, (ii) annually for Annual Subscriptions if the Client is eligible. For any annual or multi-year subscription, the invoice will be issued during the first month of the current annual subscription period.

**7.3. Late Payment**

In case of non-payment at maturity, late penalties equal to three (3) times the legal interest rate in effect on the quotation issuance date will apply from the first day of delay. Additionally, any professional in a late payment situation will owe a fixed indemnity of forty (40) euros for collection costs. In case of modification by decree of said collection costs, they will apply automatically. According to the provisions of Article L 441-10 of the Commercial Code, these penalties are payable automatically, without the need for a reminder. Non-payment of an invoice at maturity will also result in the suspension of the Service Provider's obligations, notably access to the Service, until the account is settled, without the Client being entitled to any credit or potential refund. In case of late payment exceeding ninety (90) days, the Service Provider reserves the right to terminate the subscription automatically and without notice.

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**8. Liability - Warranty**

The Service Provider is only responsible for the Service's conformity with its description or commercial documentation. The User must prove any potential non-conformity.

The Service complies with applicable French legislation. The Service Provider's liability cannot be engaged in case of non-compliance with the legislation of the country where the Service is ordered, notably outside the European Union.

The Service Provider's liability cannot be engaged for any damage suffered by the User or a third party, resulting directly or indirectly from (i) the User's non-compliance with any of their obligations, (ii) negligence, (iii) the use of the Service for purposes other than those intended. The User remains solely responsible for choosing the Service and its suitability for their needs and acknowledges having received the necessary and sufficient advice on (i) their usage conditions, (ii) their capabilities, and (iii) performance limits. The User remains solely responsible for the use and/or information contained and integrated into the Service and/or the interpretations they make of the information they consult, the results they obtain, deduce, and/or issue, and the advice they provide based on the elements supplied.

The User is informed upon acquiring the Service that it is intended for professionals and is in no way meant to replace their judgment or assume their responsibilities. The Service Provider's liability can only be engaged in case of (i) fault or negligence exclusively attributable to them, (ii) proven, and (iii) limited to direct damages, excluding any indirect damages of any nature, notably loss of opportunity, results, or operation.

The total amount of damages and interest and any sums charged to the Service Provider will not exceed—for any reason and after deducting any penalties, including potential restitutions that may be ordered, notably in case of termination or resolution of these terms—the total price paid by the Client in the last twelve (12) months for the Service. This limitation is stipulated considering the agreed prices and royalties and is part of the contract's economic balance.

Finally, the User waives any recourse against the Service Provider beyond one (1) year after the occurrence of a damaging event.

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**9. License and Intellectual Property Rights**

The Service Provider grants the Client, who accepts, a right to use the Service. Only a usage right is granted, for private and professional use, excluding any property right transfer of any kind on the website or the Service content that Users access. The Service may not, in any way, be reproduced, represented, loaned, exchanged, or transferred, even partially, nor may any substantial qualitative or quantitative data extraction or reuse of the Service content, or repeated and systematic extraction and reuse of non-substantial parts of the Service content and/or transfer to another medium.

Access to the Service only grants a non-exclusive and non-transferable license to third parties (i) to display web pages on a single-screen monitor (or on the number of authorized screens in case of a multi-user license) and/or (ii) to reproduce these pages on paper for the Client's exclusive and strictly private use.

The Client is solely responsible for any violation of these obligations by any of the Users.

The website, the Boldo brand, texts, logos, graphic charter, illustrations, and photographs are protected and are the exclusive property of the Service Provider. Any total or partial reproduction or representation of this site, by any means, without the express authorization of its owner, is prohibited and constitutes, notably, a copyright infringement sanctioned by Articles L. 335-2 et seq. of the Intellectual Property Code.

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**10. Personal Data Protection**

The Service Provider commits to processing Users' personal data in compliance with applicable regulations on personal data protection, notably the General Data Protection Regulation (EU) 2016/679 of April 27, 2016 (GDPR) and the modified Law No. 78-17 of January 6, 1978 "Informatique et Libertés," as well as any national and European provisions complementing them.

The conditions for implementing personal data processing necessary for providing the Service and executing the contract are described in Boldo's "Privacy Policy."

Moreover, except for personal data related to Users' access to the Service, the Client commits, on their behalf and that of their Users, not to integrate personal data into the Boldo platform.

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**11. Confidentiality**

Each Party commits to (i) keeping confidential all information received from the other Party and notably to (ii) not disclosing confidential information to any third party other than employees or agents who need to know it; and (iii) using confidential information only to exercise their rights and fulfill their obligations under these terms.

Notwithstanding the above, neither Party will have any obligation regarding information that (i) has fallen or falls into the public domain independently of a fault by the receiving Party, (ii) is developed independently by the receiving Party, (iii) is known to the receiving Party before the other Party discloses it, (iv) is legitimately received from a third party not subject to a confidentiality obligation, or (v) must be disclosed under the law or a court order (in which case it will only be disclosed to the extent required and, if possible, after written notification to the Party that provided it).

The Parties' obligations regarding confidential information will remain in effect throughout the subscription or contract duration and for a period of five (5) years after the subscription or contract termination.

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**12. Force Majeure**

The Parties will not be held responsible for losses, damages, delays, non-performance, or partial performance of their obligations resulting directly or indirectly from a force majeure event, in accordance with the case law of the Court of Cassation (hereinafter a "force majeure event"). Each Party will immediately inform the other, in writing, of the occurrence of a force majeure event. The obligations of the Party affected by the force majeure event, and notably the deadlines necessary for the performance of its obligations, will be suspended without incurring any liability. The Parties will endeavor, as much as possible, to mitigate the effects of force majeure events.

As soon as the force majeure event ceases, the affected Party will notify the other Party of the resumption of its obligation and will do everything possible to resume the normal performance of its service as quickly as possible. The performance of the affected Party's obligations will then be postponed to a period at least equal to the suspension duration due to this cause. However, after a delay of thirty (30) calendar days of interruption due to force majeure, each party may choose to terminate the GTC automatically by registered letter with acknowledgment of receipt sent to the other Party.

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**13. General Provisions**

The GTC are available online and may be modified at any time at the Service Provider's discretion without any other formality than their online publication at the Service Provider's website address.

Unless considered substantial and determining, the nullity of any of the provisions of these general terms and conditions will not result in the nullity of the subscription or other provisions, which will retain their force and effect. The Parties may then agree to replace the invalidated stipulation(s) by mutual agreement or resort to the applicable common law for contracts.

The failure to assert the application of any of the GTC provisions or to acquiesce to their non-performance, permanently or temporarily, may not be interpreted as a waiver of this right.

The Service Provider is authorized to subcontract, partially or totally, the execution of the Service. The Service Provider remains responsible to the Client for its subcontractors.

The Service Provider is authorized to use the Client's company name, trade name, and/or brands and logo(s), and, if applicable, those of the group to which it belongs, as a commercial reference on any medium or occasion for marketing and/or advertising purposes, unless the Client expressly refuses.

The Parties exercise and will exercise their activities independently in the execution of these terms, which may not be interpreted as creating any subordination link or de facto company between them.

The Client or User may not take any action, regardless of its nature or basis, more than one (1) year after the occurrence of its cause.

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**14. Applicable Law and Dispute Resolution**

By express agreement between the Parties, these GTC are governed by French law.

For the execution of these terms, the Client and the Service Provider elect domicile at their respective head offices indicated upon subscription, at the top of the quotation or any invoice.

In case of any difficulty and before any legal proceedings, each Party commits to appointing a duly authorized representative to take decisions binding their company. These representatives must meet at the initiative of one of the Parties within fifteen (15) days from the receipt of the conciliation meeting request letter.

In the absence of an amicable agreement, any dispute relating to the application of these general terms and conditions, their validity, interpretation, execution, and more generally any dispute relating to the Service, will be subject to the exclusive jurisdiction of the Nanterre Commercial Court, including in summary proceedings, notwithstanding any warranty claim or plurality of defendants.