Terms and conditions.

PREAMBLE

The purpose of these General Terms and Conditions of Sale (hereinafter referred to as the GTC) is to define the conditions under which SLEEDE, a simplified joint stock company with a capital of €10,000, registered with the Grenoble Trade and Companies Register under number 534 094 651, whose registered office is located at 93 cours Berriat, 38000 Grenoble, represented by Mr. Cyril Farré, provides the Customer with the right to access or use the Ubikly software, according to two distinct terms: the Ubikly SaaS Subscription and the License Offer (On-Premise).

These GTC apply to any contract concluded between the Service Provider and the Customer, to the exclusion of any other terms and conditions, unless expressly stated otherwise in writing.

The GTC are communicated to the Customer prior to the conclusion of the Contract, either electronically (by email) or as an attachment to the quote. They may also be consulted at any time on the Service Provider's website, as soon as they are posted online, at the following address: https://www.ubikly.com/terms. The signing of the quote, purchase order, or any contractual document referring to these GTC implies full and unconditional acceptance of them, without reservation or condition.

The Customer acknowledges having read and accepted the GTC before concluding the Contract, whether they are: attached to the quote, sent by email or accessible online via the link provided by the Service Provider, or incorporated by reference in the signed contractual document.

Acceptance of the quote or confirmation of the order constitutes, for the Customer, acknowledgment of full knowledge of the GTC and irrevocable acceptance of all of their provisions.

ARTICLE 1. Definitions

Terms beginning with a capital letter in these GTC, whether used in the singular or plural, shall have the meanings given to them below:

Service Provider

Refers to SLEEDE, publisher and owner of the Ubikly software.

Client

Refers to any legal or natural person acting for professional purposes and subscribing to an Ubikly offer as part of their commercial, industrial, craft, liberal or associative activity.

Users

Refers to any person under the responsibility of the Client who uses the Services as part of a SaaS Subscription or a Software License (On-Premise).

Services

Refers to all services provided by the Service Provider under this Agreement, including, in particular, access to the Software, hosting, maintenance, technical support and, where applicable, the additional services described herein.

Software

Refers to the Ubikly software, its user interface, its application modules, and its associated features, enabling the management of shared spaces, reservations, members, events, or projects.

Personal Data

The terms “Personal Data,” “Data Controller,” and “Data Processor” have the meanings defined by Regulation (EU) 2016/679 of April 27, 2016 (GDPR) and Directive 2002/58/EC (ePrivacy). They refer to any information relating to an identified or identifiable natural person, collected, processed, and stored by the Service Provider on behalf of the Customer in connection with the provision of the Services.

ARTICLE 2 – Purpose of the contract

The purpose of this Contract is to define the rights and obligations of the Service Provider and the Customer in connection with the provision of the Ubikly software, according to two distinct terms and conditions:

• (a) the SaaS Subscription, hosted and operated by Sleede,
• (b) the License Offer (On-Premise), installed on the Customer's infrastructure.

The specific terms and conditions for each offer are set out below.

ARTICLE 3 – Term

3.1. Entry into force

This Agreement shall enter into force on the date of signature of the quote or any written confirmation of the order by the Customer.

However, the Service Provider's performance obligations — and in particular the start of invoicing — shall only take effect from the actual availability of the Software, understood as:

• for the SaaS Offer: the date on which Sleede provides access to the hosted Software
• for the License Offer: the date on which Sleede transmits the license key or installation package.

This date marks the start of the initial contract period.

3.2. Ubikly SaaS Subscription

The Ubikly SaaS subscription is entered into for an initial term of twelve (12) months, which is fixed and cannot be terminated before its expiry date, unless otherwise stipulated or terminated early in the cases provided for in Article 11.

At the end of this initial period, the Contract is tacitly renewed for successive periods of one (1) year, unless terminated by one of the Parties by giving thirty (30) calendar days' notice before the expiry date, notified by email or registered letter with acknowledgment of receipt.

The Customer may also opt, at the time of subscription, for a monthly plan with no commitment, at a higher rate. In this case, the Contract is concluded for an indefinite period and may be terminated at any time by the Customer, subject to fifteen (15) calendar days' notice. Any period already started remains due.

3.3. License Offer (On-Premise)

The License is granted for a period of one (1) year from the date of delivery of the Software or provision of the license key.

It is renewable annually by tacit agreement, unless terminated by the Customer at least thirty (30) calendar days before the expiration date of the current period.

The License Agreement includes the right to use the Software for the aforementioned term.

Maintenance, update, and technical support services are optional and are subject to a separate agreement or specific addendum.

3.4. Non-renewal and termination of contract

In the event of non-renewal, the Contract shall automatically terminate on the expiry date, without any compensation being due by either Party.

Termination of the Contract, regardless of the cause, shall not affect any sums remaining due for periods already commenced or services already provided.

Provisions which, by their nature, must survive the end of the Contract (in particular those relating to confidentiality, intellectual property, liability, and data protection) shall remain in force.

ARTICLE 4 – Services

4.1. General description

The Service Provider shall provide the Customer, depending on the package chosen, with a set of Services designed to enable the use of the Ubikly software for the management of shared spaces, reservations, members, projects, and related activities.

Depending on the package subscribed to, the Services include the services described below.

4.2. SaaS Subscription

As part of the Ubikly SaaS Subscription, the Service Provider shall make the Software available in the form of an online service hosted by it. In this respect, the Service Provider undertakes to provide the Customer, for the duration of the Contract, with the following services, under the conditions and within the limits defined by the commercial offer subscribed to.

a) Hosting and data security

• The Software and the Customer's data are hosted on Scaleway's infrastructure, located in mainland France, ensuring compliance with the GDPR and European legislation.
• The Service Provider implements appropriate technical and organizational measures to ensure the confidentiality, integrity, and availability of data.
• Communications between the Customer and the platform are encrypted via HTTPS (TLS 1.3).
• Automatic backups are performed regularly on separate servers and kept for a minimum period of 30 days, unless otherwise specified in the subscription offer. These backups are intended exclusively for technical service recovery and do not constitute a guarantee of restoration at the Customer's request without a specific contract. Any restoration or recovery of data at the Customer's request may be subject to specific billing, in accordance with a prior quote.

b) Corrective, upgrade, and security maintenance

For the duration of the Contract, the Service Provider shall provide corrective, upgrade, and security maintenance for the Software, in accordance with the terms and conditions set out below:

• Corrective maintenance: correction of operating anomalies, malfunctions, or blocking errors identified in the Software, excluding misuse or unauthorized modification by the Customer.
• Security maintenance: deployment of the patches necessary to resolve known vulnerabilities, in order to ensure the Software's compliance with current security standards.
• Upgrade maintenance: updating the Software to incorporate functional, ergonomic, or technical improvements, without altering the essential functions or overall performance of the service.

Maintenance work may result in temporary service interruptions.
The Service Provider shall endeavor to limit the duration and frequency of such interruptions and to inform the Customer by any appropriate means (in particular by email or notification on the platform), with a minimum of twenty-four (24) working hours' notice when the operation is planned and likely to affect the availability of the service.

In the event of an emergency related to security or service continuity, the Service Provider reserves the right to intervene immediately and without notice, without incurring any liability.

c) Service availability

The Service Provider shall make every effort to ensure the continuity and quality of the service in accordance with its technical and human resources.

Unless expressly stated otherwise in the quote or in a specific agreement, no quantified commitment regarding availability or performance is guaranteed.

The existence of a service level agreement (SLA) is only effective if it is expressly indicated on the Customer's quote. In the absence of such a mention, the Service Provider is only bound by an obligation of means, without any guarantee of minimum availability.

When the Customer's quote or contract mentions a specific SLA, the Service Provider undertakes, except in cases of force majeure, planned maintenance operations, or causes beyond its control, to comply with the service levels defined in the said SLA. The Service Provider cannot be held liable for interruptions resulting from the host, the Internet service provider, or the Customer's technical environment.

Apart from the aforementioned cases, no express or implied guarantee of availability or response time shall apply. Any temporary interruption related to maintenance, an update, or a technical incident shall not give rise to compensation, unless otherwise provided for in an SLA explicitly signed between the Parties.

d) Support

The Provider offers the Client technical support services, the terms, levels, and conditions of which depend exclusively on the subscribed offer.

(1) Support Levels

Depending on the plan chosen by the Client:

• Some offers include standard support, accessible via email or ticketing system, Monday to Friday, from 9:00 a.m. to 5:00 p.m. (Paris time), excluding public holidays.
• Other offers include priority support, providing enhanced response and processing times, as defined in the commercial offer or the applicable SLA.
• Some offers do not include any support; in this case, the Client only has access to the technical documentation and online knowledge base provided by the Provider.

The level of support applicable to the Client is exclusively that defined in the quote or signed order, which takes precedence over any other information appearing on the website or in these General Terms and Conditions.

(2) Scope and Limitations of Support

Support covers exclusively requests related to:

• the functional use of the Ubikly Software in its standard version,
• reporting anomalies, malfunctions, or technical difficulties related to the Software,
• and, where applicable, incident tracking in accordance with the deadlines defined in the SLA.

The following are expressly excluded from support:

• user training,
• functional, business, or organizational consulting,
• configuration, customization, integration, specific development, or data migration,
• as well as any incident resulting from misuse of the Software, incorrect configuration, or unauthorized intervention by the Client or a third party on the technical environment.

These services are subject to specific additional offers from the Provider, which may be subject to a separate quote, subject to prior acceptance by the Client.

(3) Procedures for Intervention

The Provider undertakes to acknowledge receipt of any support request submitted using the methods specified in the subscribed offer.

Response and resolution times are guaranteed only for customers with a Service Level Agreement (SLA) that includes specific support commitments.

For other offers, requests are processed to the extent of the Provider's available resources, without any guarantee of time or outcome.

4.3. On-Premise License Offer

Under the License Offer, the Provider grants the Client a right to use the Ubikly Software for a limited period, in accordance with Article 3.3.
The installation, operation, and maintenance of the Software are performed on the Client's technical infrastructure, under the Client's sole responsibility, unless otherwise stipulated in a separate managed services agreement.

a) Provisioning and Installation

The Provider provides the Client with the necessary elements for the installation and use of the Software, including:

• the license key or installation package corresponding to the subscribed Software version;
• the technical documentation and installation instructions.

By default, the Client installs the Software on its own server environment, at its own expense and under its own responsibility.

When the Client has subscribed to the installation option offered by the Provider, this one-time service is performed by Sleede in accordance with the terms specified in the quote.

This service does not include the supervision, maintenance, or ongoing operation of the server, which are covered by a separate managed services contract, if applicable.

The license granted is personal, non-exclusive, and non-transferable, and does not entail any transfer of intellectual property rights.

b) Hosting, Security, and Backups

The Client is solely responsible for the management, operation, and security of its server environment, including:

• the configuration and maintenance of its systems and databases,
• the implementation and verification of regular backups,
• protection against unauthorized access,
• and the retention of logs and data necessary for traceability.

The Provider shall not be held liable for the loss, corruption, disclosure, or alteration of data hosted on the Client's infrastructure, nor for any downtime related to its technical environment.

The Client remains solely responsible for the physical and logical security of its servers, the measures taken to protect its data, and their compliance with applicable regulations.

When the Client wishes to delegate all or part of these operations, they may optionally subscribe to an IT managed services offering provided by the Service Provider.

This offering is subject to a separate contract defining the scope of managed services, the applicable service levels (SLAs), and the respective obligations of the Parties.

c) Maintenance and Updates

Unless expressly stated otherwise in the quote or a separate contract, the License does not include any maintenance, update, or technical support services.

Maintenance services may be offered to the Client, on an optional basis, under a separate annual maintenance contract between the Parties. This contract specifies the nature of the services provided (corrective, evolutionary, and security maintenance), the intervention procedures, the processing times, and, where applicable, the applicable service levels (SLAs).

In the absence of such a contract, the Provider is under no obligation to correct, update, develop, or provide support, nor to maintain the Software's compatibility with the Client's technical environments.

Any ad-hoc maintenance intervention performed at the Client's request outside of an annual contract will be subject to a prior quote and separate invoicing.

d) Technical Support

By default, the License does not include any support or technical assistance services.

When a support service is subscribed to, its terms (hours, response times, service level) are defined in the quote or, where applicable, in the managed services contract concluded between the Parties. This service falls under the additional offerings provided by the Provider and is subject to separate pricing.

In the absence of a subscription to this service, the Provider assumes no obligation to provide technical assistance, whether remote or on-site.

However, as a matter of commercial courtesy, the Provider may provide occasional and limited assistance with:

• initial validation of the license key, and
• resolving critical installation issues occurring within thirty (30) days of Software delivery.

Any other request for intervention or support outside of this scope will be subject to a prior quote and separate invoicing.

e) Client Responsibility

Unless expressly stipulated otherwise in the quote or in a supplementary contract concluded with the Provider, the Client remains solely responsible for the installation, configuration, operation, and security of its technical environment, including:

• maintaining its server infrastructure in operational condition;
• the implementation and regular verification of its data backups;
• the conformity of its environment (systems, dependencies, network security, etc.) with the technical prerequisites provided by the Provider;
• and any modifications made to the Software, its configurations, its source code, or its extensions.

When the Client has subscribed to additional services (such as installation or managed services), the Provider's liability is limited solely to the scope of the service expressly subscribed to and accepted by the Parties.

The Provider shall not be held liable for:

• malfunctions, slowdowns, or unavailability resulting from a configuration error, a system update, or intervention by the Client or an unauthorized third party;
• nor for any data loss related to a lack of backup or a defective backup performed by the Client.

Any intervention by a third party or any unauthorized modification of the Software or its technical environment will result in:

• the immediate suspension of all warranties,
• the forfeiture of the right to support,
• and the possibility for the Provider to invoice for any necessary restoration to compliance according to a prior quote.

ARTICLE 5 – Rates and Billing

5.1. Applicable Rates

The rates for Ubikly Services are expressed in euros, excluding taxes and any additional fees (bank fees, currency exchange, local taxes).
They are provided on the Provider’s website, in commercial offers, or by quotation, with the quotation taking precedence in case of any discrepancy.

The applicable rates are those in effect on the date of signing the quotation or confirming the order. Any discount, reduction, or special condition granted to the Client is strictly personal and does not constitute an acquired right for future services.

5.2. Billing and Payment Terms

a) Ubikly SaaS Subscription

• For plans with an annual commitment, billing is issued annually on the anniversary date, payable within 30 days end of month from the invoice date.
• For monthly plans without commitment, billing is issued monthly in advance, and payment is due upon receipt.
• Payment is made by bank transfer, direct debit, or any other payment method accepted by the Provider.

b) License Offer (On-Premise)

The License fee, as well as any optional services subscribed to (installation, maintenance, support, or managed services), are invoiced together according to the terms of the quotation accepted by the Client. Payment in full is due upon order, unless otherwise specified in the quotation.

Each optional service is clearly detailed in the quotation, specifying its content and execution conditions.
When the Client subscribes to a managed service, it is governed by a separate contract that defines the Provider’s specific obligations regarding operation, monitoring, backup, and availability.

5.3. Price Revision

The Provider reserves the right to modify its rates at any time, particularly in the event of significant changes in infrastructure costs, third-party services, or applicable regulations.
Any price change will be notified to the Client at least sixty (60) days before it takes effect.

If the Client refuses the new rate, they may terminate the Contract at the end of the current period by simple written notice sent before the effective date of the revision.
If no termination is made within this period, the new rates will be deemed accepted.

5.4. Late or Non-Payment

Any late payment will automatically and without prior notice result in:

• The application of late payment penalties calculated at the legal interest rate plus 10 percentage points, in accordance with Article L441-10 of the French Commercial Code;
• The payment of a fixed recovery fee of 40€ per unpaid invoice.

If actual recovery costs exceed this fixed amount, the Provider may claim additional compensation upon proof. Any dispute must be made in writing and does not suspend the payment obligation.

The Client may not invoke a dispute, claim, or contestation related to the execution of the Contract to withhold payment of an invoice due.

Any dispute must be made in writing and does not suspend the payment obligation.

In case of persistent non-payment after reminders, the Provider reserves the right to:

• Immediately suspend access to the Services or Software;
• Terminate the Contract automatically under the conditions provided in the “Termination” article, without this giving rise to any compensation in favor of the Client.

5.5. No Set-Off

No set-off or withholding may be made by the Client between amounts due under the Contract and any amounts claimed from the Provider, except by prior written agreement.

ARTICLE 6 – Obligations of the Parties

6.1. Obligations of the Provider

The Provider undertakes to perform this Agreement with all due diligence and competence, in accordance with best practices and industry standards for SaaS and On-Premise software.

In this respect, the Provider undertakes in particular to:

• provide the Services in accordance with the specifications and conditions stipulated in the offer subscribed to by the Client;
• implement the necessary technical, human, and organizational resources to ensure the continuity, security, and confidentiality of the Services;
• maintain the Software in operational condition consistent with its intended purpose and professional use;
• inform the Client, within a reasonable timeframe, of any major development likely to affect the availability or operation of the Software;
• handle support and maintenance requests under the conditions stipulated in the Agreement, the quote, or the applicable SLA.

The Provider is bound by an obligation of means in the provision of the Services.
The Provider may use subcontractors to perform all or part of its services, provided that the subcontractors offer sufficient guarantees regarding competence, confidentiality, and security.
In this case, the Provider remains solely responsible to the Client for the proper performance of the subcontracted obligations.

6.2. Client Obligations

The Client agrees to actively collaborate with the Provider and to fulfill its own contractual, technical, and financial obligations to ensure the proper performance of the Services.

In this respect, the Client agrees to:

• pay Sleede the applicable fees for the subscribed Services, in accordance with the agreed payment terms;
• pay any additional fees applicable in the event of the provision of supplementary services or if the capacity included in its offer is exceeded (storage, users, etc.);
• designate a key contact person, representing the Client for the entire duration of the Contract, with the necessary authority to approve technical, functional, and administrative decisions;
• provide the Provider, in a timely manner, with all information, documents, or access necessary for the implementation of the Services or the diagnosis of an incident;
• to verify the accuracy and legality of the data and information transmitted to the Provider, and to ensure its compliance with applicable regulations (including GDPR, intellectual property, image rights, etc.);
• to maintain the confidentiality and security of the usernames and passwords associated with their account, and to report any unauthorized access or use without delay;
• to use the Software in accordance with its documentation and these Terms and Conditions, in compliance with applicable laws and regulations;
• to make reasonable use of the Software and the associated hosting, excluding any abusive, fraudulent, illegal activity or any activity likely to impair the availability or performance of the Services;
• to comply with the technical requirements provided by the Provider and to maintain an environment compatible with the Software versions.

The Client is solely responsible for:

• the content, data, and information that they enter, import, or publish via the Software;
• the legal compliance of this content, particularly with regard to the protection of personal data and intellectual property;
• of the security of its equipment and connections necessary for accessing the Services.

Any failure by the Client to fulfill its obligations, including but not limited to a lack of cooperation, failure to comply with technical instructions, or improper use of the Software, releases the Provider from all liability for any delay, anomaly, or malfunction in the provision of the Services.

Specific Obligations for On-Premise Licensed Clients

When the Client chooses to access the Software by subscribing to an On-Premise License, it expressly acknowledges that the installation, operation, and security of the Software are carried out on its own server environment, under its sole responsibility.

In this respect, the Client undertakes to:

• take all necessary measures to ensure the security, availability, and backup of its data and technical infrastructure;
• maintain its systems, dependencies, and configurations in accordance with the technical requirements provided by the Provider;
• protect the Software and its components against any unauthorized access, intrusion, virus, or alteration;
• Ensure that data backups are performed regularly and tested to guarantee their validity;
• Acknowledge that the Provider cannot be held liable for the loss, corruption, disclosure, or alteration of data resulting from a failure of the Client, its hosting provider, or an unauthorized third party.

When the Client subscribes to an IT managed services agreement, this agreement is governed by a separate contract defining the exact scope of the managed services, the applicable service levels (SLAs), and the respective obligations of the Parties.

The Provider cannot be held liable for any incompatibility or malfunction resulting from the Client's technical environment not meeting the requirements communicated by Sleede.

6.3. Proper Use of the Software

The Client is prohibited, directly or indirectly, from:

• using the Software for purposes contrary to law, public order, or morality;
• attempting to access data or information systems belonging to other Clients or the Provider;
• circumventing, disabling, or disrupting security, access restriction, or logging mechanisms;
• copying, reproducing, decompiling, disassembling, modifying, or adapting the Software, except with the express written authorization of the Provider;
• reselling, renting, assigning, transferring, or making the Software available to third parties without the Provider's prior written consent;
• using the Software in a manner that may compromise the security, stability, or performance of the Provider's servers.

Any violation of these prohibitions constitutes a serious breach that may result in the immediate suspension of the Services and the termination of the Contract under the conditions set forth in the "Termination" section.

6.4. Non-Solicitation and Hiring

Throughout the term of this Agreement and for a period of twelve (12) months following its termination, each Party shall refrain, except with the prior written consent of the other Party, from soliciting, poaching, or hiring, directly or indirectly, any employee, collaborator, or subcontractor who participated in the performance of this Agreement.

In the event of a breach of this clause, the defaulting Party shall pay the other Party, as a penalty clause, a fixed indemnity of €30,000 (thirty thousand euros) per affected person, without prejudice to any additional damages.

ARTICLE 7 – Intellectual Property

7.1. Ownership of Rights

The Ubikly Software, its architecture, source code, documentation, interfaces, visual identity, databases, and all its technical, graphic, and conceptual elements, are and remain the exclusive property of SLEEDE.

The conclusion of this Agreement does not entail any transfer of intellectual property rights to the Client, regardless of the subscription plan (SaaS or License).

No rights, other than the right to use the Software in accordance with this Agreement, are granted to the Client.

7.2. Right of Use Granted to the Client

The Client benefits, for the duration of this Agreement:

• from a personal, non-exclusive, non-assignable, and non-transferable right to access and use the Ubikly Software,
• within the limits of the subscription plan, the number of authorized users, and the professional purpose described in the quote or order form.

Any use not expressly authorized by Sleede is prohibited.

a) Ubikly SaaS Subscription

With a Ubikly SaaS subscription, the Client accesses the Software hosted on the Provider's or its partners' servers.
The Client's right to use the Software is limited to remote access via a browser or a secure interface, without the ability to download, install, reproduce, decompile, disassemble, or modify the Software.

The Client acknowledges that the Software remains entirely hosted and administered by the Provider and that the Client has no right to access the source code or the underlying infrastructure.

b) On-Premise License Offer

Under the On-Premise License Offer, Sleede grants the Client a temporary right to use the Software for the duration of the Contract, on the technical infrastructure specified in the quote.
This right includes the installation, configuration, and operation of the Software on the Client's designated server(s).

The Client is prohibited from:

• reproducing, copying, adapting, modifying, or merging all or part of the Software, except with the express written consent of Sleede;
• decompiling, disassembling, reverse engineering, or attempting to access the source code, except as expressly permitted by law (Article L.122-6-1 of the French Intellectual Property Code);
• licensing, assigning, renting, or making the Software available to third parties without the prior written authorization of Sleede.

Any use of the Software outside the terms of this Agreement constitutes infringement and renders the Client liable under Articles L.335-2 et seq. of the French Intellectual Property Code.

7.3. Specific Developments and Customizations

Unless otherwise expressly stipulated in writing, any customization, specific development, or extension created by Sleede at the Client's request remains the exclusive property of Sleede.

The Client is only granted a right of use for these developments, under the conditions stipulated in the corresponding quote or contract.

Unless expressly stipulated otherwise, the Provider retains sole ownership of the intellectual property rights relating to the developments created, including those custom-made for the Client.

The concepts, know-how, methods, tools, generic components, libraries, or software building blocks developed or used by Sleede within the project also remain its exclusive property, even if they have been adapted or created to meet the Client's needs.

7.4. Elements Provided by the Client

The Client retains ownership of all data, content, images, texts, logos, documents, and elements that it imports, creates, or integrates into the Software.

The Client warrants that it holds all necessary rights, licenses, and authorizations for these elements, and that they do not infringe upon the rights of third parties (including copyrights, trademarks, designs, image rights, or privacy rights), public order, or morality.

Consequently, the Client fully indemnifies the Service Provider against any third-party claim, action, or recourse based on these elements, as well as against any financial consequences, legal fees, judgments, fines, or damages that may result for the Service Provider, directly or indirectly.

The Service Provider shall not be held liable for the content of the data or elements provided by the Client, nor for any resulting violations of intellectual property rights, confidentiality, or data protection.

7.5. Third-Party and Open Source Components

The Ubikly Software may integrate or interact with third-party components (open-source libraries, external APIs, add-ons). These components remain the property of their respective owners and are governed by their own licenses, which the Client agrees to comply with.

The Provider guarantees that the use of the Ubikly Software within its standard scope does not infringe any third-party intellectual property rights.

7.6. Trademarks and Commercial Communication

Trademarks, logos, trade names, designations, graphics, or any other distinctive signs belonging to SLEEDE or associated with the Ubikly Software are protected by French and international intellectual property law.

Unless expressly authorized in writing by SLEEDE, the Client is prohibited from using, reproducing, representing, or modifying, in any way whatsoever, the trademarks, logos, designations, or any distinctive elements belonging to SLEEDE, particularly for advertising, commercial, or communication purposes.

However, the Client is authorized to mention its use of the Ubikly solution in its internal or institutional materials, provided that this mention remains consistent with the brand image and does not harm its reputation.

Conversely, Sleede is authorized to cite the Client as a business reference, to reproduce its name, company name, and logo in its communication materials (website, sales documents, presentations, tender documents, etc.), unless the Client objects in writing before signing the Contract or by subsequent correspondence. This authorization to cite the Client does not entail any transfer of rights or exclusivity between the Parties.

ARTICLE 8 – Data and Confidentiality

8.1. Confidentiality

Each Party undertakes to treat as strictly confidential all information, documents, data, processes, codes, know-how, or knowledge of any kind communicated by the other Party, whether such information is oral, written, digital, technical, commercial, or strategic, and whether it is identified as confidential or should reasonably be considered as such.

The Receiving Party undertakes to:

• use the Confidential Information solely for the purpose of performing this Agreement;
• not disclose this information to any third party without the prior written consent of the Disclosing Party;
• apply at least the same level of security measures as those it implements for its own sensitive information, which must comply with professional security standards;
• return or destroy all of the other Party's Confidential Information upon simple request at the termination of this Agreement.

This obligation does not apply to information:

• that has entered the public domain other than through a breach of this Agreement;
• that was already known to the receiving Party before its disclosure;
• that was lawfully obtained from a third party not bound by a confidentiality obligation;
• or whose disclosure is required by law, a judicial or administrative authority, in which case the receiving Party shall inform the other Party beforehand, unless prohibited by law.

This confidentiality obligation shall remain in effect for a period of five (5) years after the termination of this Agreement, regardless of the reason for termination.

8.2. Protection of Personal Data

The Parties acknowledge that the use of the Ubikly Software may involve the processing of personal data as defined by Regulation (EU) 2016/679 of 27 April 2016 (GDPR) and the amended French Data Protection Act.

a) Ubikly SaaS Subscription – Sleede Acting as Data Processor

Within the framework of the Ubikly SaaS subscription, Sleede acts as a Data Processor as defined in Article 28 of the GDPR, on behalf of the Client, who remains the Data Controller for the data hosted and processed via the Software.

Sleede undertakes to:

1. Process Personal Data only upon documented instructions from the Client and solely for purposes related to the performance of this Agreement;
2. Guarantee the confidentiality of the processed data and ensure that any person authorized to access it is subject to a confidentiality obligation;
3. Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the GDPR (encryption, backups, access control, logging, etc.);
4. Notify the Client of any security incident or personal data breach as soon as possible after becoming aware of it;
5. Assist the Client, to the extent possible, in responding to requests to exercise rights (access, rectification, erasure, objection, data portability);
6. Inform the Client if an instruction from the Client constitutes, in Sleede's opinion, a violation of data protection regulations;
7. Maintain a record of processing activities carried out on behalf of the Client and make it available upon request from the competent authority;
8. Not to transfer Personal Data outside the European Union without a compliant legal framework (standard contractual clauses, adequacy decision, etc.);
9. Delete or return all Customer Data at the end of the Contract, according to the Customer's choice, under the conditions set forth in the "Termination" section.

The Customer agrees to:

• define the purposes and means of the processing carried out via the Software;
• ensure that the data processed has been collected lawfully and that the data subjects have been informed;
• maintain internal documentation compliant with the GDPR (processing register, privacy policy, etc.).

Sleede provides the Customer with its Data Security and Protection Policy, describing the technical measures implemented, available upon request.

A data processing agreement relating to the processing of personal data, compliant with Article 28 of Regulation (EU) 2016/679 (GDPR), forms an integral part of these Terms and Conditions and automatically applies to any subscription to Ubikly SaaS.

This agreement, entitled “Personal Data Processing Agreement (DPA)”, is provided to the Client upon request by email before the conclusion of the Contract. It can also be consulted at any time after the Ubikly website goes live, at the following address: https://www.ubikly.com.

b) On-Premise License Offer – The Client Acting as Data Controller

Under the License Offer, the Client installs and operates the Software on its own infrastructure. The Client acts as the Data Controller within the meaning of the GDPR and assumes full responsibility for the compliance of its processing operations, the security of its systems, and the management of the hosted data.

Since the Provider does not have access to the data hosted by the Client, it does not act as a data processor. Any assistance, maintenance, or intervention requiring access to this data will be subject to the Client's express authorization and will be strictly limited to the agreed purpose.

8.3. Hosting and Security (SaaS Subscription only)

The Client's data is hosted on Scaleway's secure servers, located in mainland France, guaranteeing compliance with European data protection regulations.

The Provider implements daily backup procedures, access controls, communication encryption (TLS 1.3), and logical segmentation of environments to ensure data confidentiality, integrity, and availability.

8.4. Data Retention and Retrieval

At the end of the Contract, the Client may request the return of all their data in an open standard format (CSV, JSON, XML). This request must be made before the effective service termination date.

The Provider permanently deletes the data within a maximum of thirty (30) days following the termination of the Contract, unless legally required to retain it. Beyond the deletion period, any remaining backups will be overwritten during the next cycle, without the possibility of recovery. Any technical assistance service related to data recovery or migration may be subject to a separate charge, in accordance with a prior quote.

ARTICLE 9 – Termination

9.1. Termination for Breach

In the event of a serious breach by either Party of any of its contractual obligations, the other Party may, thirty (30) calendar days after sending written notice that remains unheeded, terminate this Agreement automatically, without prejudice to any damages to which it may be entitled.

The notice must specify the unfulfilled obligation(s) and clearly state the intention to terminate the Agreement if the breach is not remedied within the specified period.

Serious breaches include, but are not limited to:

• failure to pay an invoice by its due date,
• breach of a confidentiality clause,
• use of the Software in violation of the law or these General Terms and Conditions,
• or any infringement of the Provider's intellectual property rights.

Termination will not give rise to any refund of sums paid, except in cases of proven and exclusive fault on the part of the Provider.

9.2. Termination for Non-Payment

Without prejudice to the preceding clause, the Provider may immediately suspend access to the Services in the event of total or partial non-payment of an invoice by its due date, fifteen (15) days after sending a formal notice of default that remains unpaid.

If payment is still not received within a further fifteen (15) days from the date of suspension, the Provider may terminate the Contract automatically and without further formality.

Suspension or termination for non-payment shall not give rise to any compensation or reimbursement for the Client, and all outstanding amounts shall become immediately due and payable.

9.3. Termination without cause (end of contract)

Unless otherwise stipulated, each Party may terminate the Contract upon its expiry, in accordance with the terms set forth in Article 3, by providing written notice within the notice periods specified for the relevant contractual model (SaaS Subscription or On-Premise License).

Termination of the Contract, for any reason whatsoever, does not affect obligations arising before its effective date (payments, confidentiality, intellectual property, etc.), which shall remain in full force and effect.

9.4. Data Handling at the End of the Contract

a) Ubikly SaaS Subscription

Upon termination of the Contract, for any reason whatsoever, cancellation or non-renewal will result in the deactivation of the Client's access to the instance on the effective service expiration date.

The Client may, until the effective service expiration date, submit a written request to Ubikly support to have their data returned. A complete data export is not possible directly from the administration interface.

The Provider will then provide the Client, upon request, with a copy of their data in a standard open format (CSV, JSON, or SQL).

The Client's data is retained for a maximum of thirty (30) calendar days after the end of the service, solely for backup and security purposes.

After this period, the data is permanently deleted, unless legally required to retain it.

The Provider may also, upon specific written request from the Client, request the migration of data to another system. This additional service is provided within the limits of what is technically feasible and is subject to a prior quote covering the corresponding technical and administrative costs.

b) On-Premise License Offer

Under the License Offer, as the data is hosted on the Client's infrastructure, the Client remains solely responsible for its backup and retention after the end of the Contract.
The Provider does not provide any automatic recovery or deletion of this data.

Any request for technical assistance or migration will be subject to a specific service, billed according to a quote.

9.5. Consequences of Termination

On the effective date of termination, for any reason whatsoever:

• the right to use the Software is immediately revoked;
• the Client undertakes to cease all use of the Software and to delete any copies installed under an On-Premise License;
• the Provider reserves the right to deactivate access and licenses without further formality.

Termination does not affect:

• contractual clauses intended to survive the termination of the Contract (confidentiality, intellectual property, liability, GDPR, etc.);
• nor the Provider's right to claim payment of any sums due or payable.

ARTICLE 10 – Guarantees and Limitation of Liability

10.1 Guarantees

The Provider undertakes to perform the Services with care and diligence, in accordance with professional practices and generally accepted industry standards.
This obligation is an obligation of means, to the exclusion of any obligation of result.

The Provider does not guarantee:

• that the Software will be free from anomalies or interruptions, nor that it will meet all of the Client's specific needs;
• nor its compliance with any specific regulations or standards other than those expressly mentioned in the official documentation.

The resumption of performance of the Services by the Provider, at no additional cost to the Client, constitutes the sole remedy for a proven breach of this guarantee.
No other guarantee, express or implied, is given.

10.2 Warranty Exclusions and Limitations

Except as expressly provided in this Agreement, neither Party makes any warranty of any kind, express, implied, statutory, or otherwise, and each Party expressly disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable law.

The Provider does not warrant that the Software will be error-free or uninterrupted, or that it will comply with any local or international law, standard, or regulation other than those expressly stated in the official documentation.

Specifically excluded from any warranty are:

• failures resulting from improper use of the Software or incorrect configuration;
• interventions, modifications, or integrations made without the Provider's written authorization;
• and malfunctions, data loss, or failures resulting from a technical environment, network, or system beyond the Provider's control.

10.3 Limitation of Liability

To the extent permitted by law, the Provider's total cumulative liability, for all causes combined and including that of its affiliates, subsidiaries, officers, or subcontractors, shall not exceed fifty percent (50%) of the total amount, excluding taxes, actually paid by the Client under this Agreement during the twelve (12) months preceding the occurrence of the event giving rise to the claim.
Multiple or successive claims shall not increase this maximum limit.

Notwithstanding anything to the contrary in the Data Processing Agreement or this Agreement, the limitation of liability set forth in this Article 10 shall apply to all claims, including those arising from data protection, confidentiality obligations, or any security incident, except where prohibited by applicable law

The Provider shall in no event be liable for indirect, intangible, incidental, consequential, or special damages, including but not limited to:

• loss of revenue, profit, anticipated savings, business opportunities, or customers;
• damage to reputation, loss or corruption of data, business interruption, or the cost of replacing services;
• nor for costs, delays, or consequences related to the temporary unavailability of the Software or Services.

This limitation applies regardless of the nature of the action brought (contractual, tortious, including simple negligence, except in cases of gross negligence or willful misconduct, or on any other legal basis), even if the Provider has been previously informed of the possibility of such damages, or if the Client's remedy has not achieved its essential purpose.

The Provider shall not be liable:

a) in the event of fault, negligence, omission, or default by the Client;

b) in the event of force majeure, as defined in Article 1218 of the French Civil Code;

c) for the actions of a third party over which the Provider has no control or oversight;

d) for the use of the Software or the results of the Services in a manner inconsistent with the Contract;

(e) failure of a network, equipment, third-party system, or any other cause beyond the Provider's control.

No claim may be filed more than twelve (12) months after the occurrence of the event giving rise to the claim. These limitations are essential and determining conditions of the Provider's consent, without which the Provider would not have entered into this agreement.

ARTICLE 11 – Force Majeure and Insurance

11.1 Force Majeure

Neither Party shall be held liable for any failure to perform its contractual obligations if such failure results from an event of force majeure, as defined in Article 1218 of the French Civil Code, i.e., an event beyond the reasonable control of the Party concerned, which could not reasonably have been foreseen at the time the Contract was entered into and whose effects cannot be avoided by appropriate measures.

The following, in particular, are considered cases of force majeure, without this list being exhaustive:

• war, acts of terrorism, riots, insurrections, internal or external strikes, lockouts, or other social conflicts;
• natural disasters, fires, floods, storms, epidemics, pandemics, or any other health crisis resulting in administrative restrictions;
• widespread power outages, network or internet access failures, or failures of hosting providers or telecommunications operators;
• Administrative or legal injunctions, government decisions, or new regulations that render the performance of the Contract impossible.

The affected Party must notify the other Party in writing of the occurrence of such an event within five (5) business days of its discovery, specifying its nature, foreseeable effects, and estimated duration.

The performance of the affected obligations is suspended for the duration of the force majeure event, without any compensation being due.

If the force majeure event continues for more than thirty (30) consecutive days, either Party may terminate the Contract automatically, by written notice, without compensation being due from either Party.
Amounts due for the period already performed or for services rendered before the suspension will remain payable.

No Party shall be liable for any delay or failure due to a force majeure event affecting its subcontractors, technical service providers or third-party service providers, provided that such event has the characteristics of force majeure within the meaning of this article.

11.2 Insurance

The Provider declares that it holds professional liability insurance with a reputable and solvent insurance company, covering material, immaterial, and bodily injury that may result from the performance of the Contract, under conditions consistent with industry standards.

The Provider undertakes to maintain this insurance in force for the entire duration of the Contract and to provide a valid insurance certificate upon written request from the Client.

The Client acknowledges that it is its responsibility to take out any insurance it deems necessary to cover:

• risks related to its own business and the use of the Software;
• the protection and backup of its data and systems;
• and more generally, any loss of business or damage not covered by the Provider's insurance.

ARTICLE 12 – Governing Law and Dispute Resolution

12.1 Governing Law

This Agreement is governed by French law, to the exclusion of any other legislation.
The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG – Vienna Convention of 11 April 1980) is expressly excluded.

12.2 Amicable Settlement of Disputes

In the event of a dispute relating to the validity, interpretation, performance, or termination of this Agreement, the Parties shall endeavor to reach an amicable and fair settlement before taking any legal action.
To this end, the Party initiating the dispute shall notify the other Party of the grounds for the dispute and propose an exchange, in writing or by videoconference, within a maximum period of fifteen (15) business days from the date of such notification.

If no settlement is reached within thirty (30) days, the dispute may be brought before the competent court designated below.

An attempt at amicable settlement does not suspend the performance of contractual obligations, including those relating to the payment of invoices that have fallen due.

12.3 Jurisdiction

In the absence of an amicable agreement, any dispute relating to the validity, interpretation, or performance of this Contract shall be subject to the exclusive jurisdiction of the courts of Lyon, France, including in cases involving multiple defendants or third-party claims, and even for emergency, interim, summary, or ex parte proceedings.

In the case of a contract concluded with a public entity, the rules of jurisdiction applicable to public law shall prevail over this clause.

12.4 Severability

If any provision of this Contract is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity of the remaining provisions, which shall remain in full force and effect. The Parties undertake to replace the invalid provision with a valid clause pursuing an equivalent economic objective.

ARTICLE 13 – Final Provisions

13.1 Notifications

All notifications, requests, or communications between the Parties under this Agreement must be in writing and will be deemed validly given:

• either by email to the official contact address provided by each Party (specifically, the billing address for the Client and support@ubikly.com for the Provider);
• or by registered letter with acknowledgment of receipt sent to the registered office of the Party concerned.

Notifications take effect on the date of receipt shown on the email read receipt or postal delivery receipt.

13.2 Entire Agreement

This Agreement, consisting of these General Terms and Conditions, the order, the quote, or any appendix expressly accepted by the Parties, constitutes the entire agreement between the Provider and the Client and supersedes all prior agreements, proposals, or communications, whether written or oral, relating to the same subject matter.

No general terms and conditions of purchase or other document originating from the Client shall apply, even if not expressly rejected by the Provider.

Any modification or amendment to this Agreement must be in writing and signed by the duly authorized representatives of both Parties.

13.3 Assignment and Subcontracting

The Provider may subcontract all or part of the performance of its obligations, subject to assuming full responsibility therefor vis-à-vis the Client.

This Agreement is entered into on a personal basis for the Client, who may not assign or transfer it, in whole or in part, to a third party without the Provider's prior written consent.

The Provider may, subject to informing the Client, transfer this Agreement to any company within the Sleede group or to a third party in the event of a sale of its business, merger, demerger, or universal transfer of assets.

Any assignment of the Contract by the Provider shall automatically entail the transfer to the assignee of all the rights and obligations of this Contract.

13.4 Contractual Hierarchy

In the event of conflict between several contractual documents, the following order of priority shall apply:

1. the quote or order duly accepted by the Parties;
2. these General Terms and Conditions of Sale;
3. the appendices or SLAs specific to the subscribed offer;
4. the technical or commercial documentation.

13.5 Tolerance and Waiver

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of its right to enforce such provision or right in the future.

13.6 Changes to the General Terms and Conditions

The Provider reserves the right to modify or adapt these General Terms and Conditions at any time to reflect changes to the Software, Services, applicable laws, or regulations.

The new terms and conditions apply:

• for SaaS Clients: from their effective date, following written notification or publication on the Provider's website. The Client will be informed with a minimum of thirty (30) days' notice before their effective implementation. In case of disagreement, the Client may terminate their contract before the effective date of the new terms and conditions, without penalty;
• for License (On-Premise) Clients: only from the next subscription, renewal, or quote signature, unless expressly agreed otherwise.

If no termination is received within the aforementioned period, the new terms and conditions will be deemed accepted and applicable from their effective date.