ARTICLE 1: DEFINITIONS

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The terms used in the Agreement, including these General Terms and Conditions of Sale, capitalized whether in the singular or plural, shall have the following meanings:

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• “Client”: Refers to the recipient (1) of the Solution provided by the Provider and (2) of the Professional Services rendered.

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• “Provider”: Refers to the company DAYLINDO, located at 4 Bis Rue Schwilgué - Illkirch Graffenstaden, registered with the Strasbourg Trade and Companies Register under number 830 721 916.

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The Client and the Provider are hereinafter referred to individually as the “Party” or collectively as the “Parties.”

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• “Agreement”: Refers to the Special Terms and Conditions of Sale (STC) agreed with the Client, these General Terms and Conditions of Sale (GTC), and various Annexes as defined in Article 18.7 below.

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• “Solution”: Refers to all software, including the Daylindo software, Daylindo Mobile App, Daylindo Web App, databases, APIs, and other IT elements of the Provider, hosted on servers and accessible remotely.

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• “Right of Use”: A limited, personal, non-transferable, and non-exclusive right to access and use the Solution granted by the Provider to the Client for the Subscription Period, the number of Accommodations, or the number of BC Users, depending on the case, and for the functionalities defined in the Special Terms and Conditions of Sale, in exchange for the payment of a Usage Fee by the Client to the Provider.

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• “Usage Fee”: The amount payable at specified intervals in consideration for the Right of Use.

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• “Subscription Period”: The period during which DAYLINDO grants the Client the Right of Use of the Solution. Unless otherwise specified in the Special Terms and Conditions, the Subscription Period is twelve (12) months from the Effective Date.

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• “Effective Date”: Represents the start date of the Subscription Period and the mutual obligations of the Parties under the Agreement. In the absence of specific mention, the Effective Date is the contractualization date specified in the Agreement between the Parties.

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• “BC” or “Bootcamp”: Refers to a training production or pre-production (testing and training) environment made available to the Client.

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• “BC User License”: Refers to the Right of Use of the Solution for one (1) User in a Bootcamp for one (1) Subscription Period as contractually determined, regardless of the number of Accommodations in which the user participates during the Subscription Period of the Solution.

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For clarity, if the Client's platform is configured with multiple Bootcamps, one BC User License will be counted for each User in a Bootcamp. For example, a User created in two Bootcamps will count as two (2) BC User Licenses.

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• “Accommodation”: Refers to the delivery to one (1) learner of an activity ("sequence"), grid, form, pathway, or training itinerary to be completed within four months of delivery. For example, delivering the same training pathway to two (2) learners counts as two (2) Accommodations; similarly, a six-month training pathway/itinerary delivered to one (1) learner counts as two (2) Accommodations for billing the Usage Fee based on the number of Accommodations (only for Training Organizations - OF).

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• “Accommodation License”: Refers to the Right of Use of the Solution during the Subscription Period for one (1) Accommodation. For clarity, any delivery to one or more users, not canceled before the start of the training by one of the participants, counts as one (1) Accommodation License for each user in the group to whom the delivery was made.

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• “Mobile App”: Solution accessible to the Client's Users on mobile or tablet devices after downloading the Daylindo Mobile App from the Android or Apple stores.

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• “Web App”: Personalized internet portal accessible to the Client's Users on a computer using a web browser through a User account.

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• “Documentation”: Refers to all user manuals provided to the Client regarding the Solution, enabling its authorized and proper use. Upon signing the Service Delivery Report (PV), the Solution Documentation will be provided by the Provider to the Client upon request within ten days of such request.

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• “Data”: Refers to any measurement indicator, publication, or any information related to the Client and its activities, communicated by the Client to the Provider or produced by the Solution during its use. The Data is intended to be collected, used, or otherwise processed as part of implementing the Solution.

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• “Personal Data”: Refers to any Data related to an identified or identifiable natural person, directly or indirectly, within the meaning of applicable regulations on personal data processing, particularly Regulation (EU) 2016/679 of April 27, 2016 (GDPR).

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• “Identifier”: Refers to the unique login credentials ("login") and connection password ("password") allowing access to the Solution.

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• “Incident” or “Anomaly”: Refers to a malfunction resulting from use of the Solution in compliance with the Documentation that does not produce the expected result as per the Documentation.

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• “SYNTEC Revised Index”: Refers to the value of the SYNTEC Revised Index calculated by the Syntec Federation (https://www.syntec.fr) since September 2022 and published monthly.

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At the date hereof, the value of the latest SYNTEC Revised Index is 313.6 as of July 2024 (published on 08/30/2024).

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• “Internet” or “Internet Network”: Refers to the interconnected networks located worldwide.

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• “Update”: Refers to any corrected version of the Solution, including anomaly corrections and, optionally, at the Provider’s discretion, evolutions, modifications, or added functionalities.

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• “Service Level Agreement (SLA)”: Refers to the performance commitments related to the Solution's availability and support, as defined in Annex 1.

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• “Professional Services”: Services provided by the Provider to enable the Client to use the Solution and all independent services.

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The Professional Services, whether related to using the Solution or otherwise, include but are not limited to implementing the Solution, customization, user training, specific development, initializing Client data, educational engineering, training delivery, and support.

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• “User”: Refers to any individual directly or indirectly under the Client's responsibility (e.g., employee, apprentice, trainee, learner, contractor, Client representative) expressly authorized by the Client to access the Solution on a professional computer, tablet, or mobile device, excluding individuals in a field directly or indirectly competing with the Provider without prior written consent.

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ARTICLE 2: PURPOSE

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This Agreement is a contract for the provision of a SaaS-hosted application under which the Provider grants the Client, for its needs, a Right of Use for the Solution during a Subscription Period, in exchange for the payment of a Usage Fee.

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Payment of the Usage Fee also entitles the Client to application services, the conditions of which are described in Article 5: Application Services of this Agreement.

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This Agreement further defines the conditions under which the Provider delivers Professional Services requested by the Client for the implementation of the Solution, as specified in the Special Terms and Conditions of Sale of the Agreement, as well as any additional Professional Services subsequently requested by the Client to address evolving needs, provided such services are covered by a quotation signed by both Parties and annexed to this Agreement.

The Rights of Use for the Solution are granted subject to compliance with the terms and conditions of this Agreement and its Annexes, including full payment of the sums due by the Client.

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ARTICLE 3: EFFECTIVENESS AND DURATION

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This Agreement becomes effective on the date it is signed by the Parties or, alternatively, on the date specified in the Special Terms and Conditions of Sale.

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The Agreement remains valid until the end of the Subscription Period, generally set at twelve (12) months from the Effective Date of the Subscription Period as defined in the Special Terms and Conditions of Sale. If unspecified, it is calculated from the date the Provider makes the licenses available in the Client's Governor environment.

At the Client’s choice, as stated in the Special Terms and Conditions:

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• The Subscription Period may be automatically renewed annually for additional one-year periods unless terminated with one (1) month's prior notice via registered mail with acknowledgment of receipt before the anniversary date of the Subscription Period;

• Alternatively, it may end on the last calendar day of the Subscription Period.

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If the Client does not opt for automatic annual renewal, the Agreement will terminate upon its natural expiration without renewal. Before the end of the Subscription Period, the Client may enter into a new agreement subject to the pricing conditions applicable at the time of renewal.

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ARTICLE 4: RIGHT OF USE

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The Provider grants the Client a non-exclusive, non-transferable, and non-assignable Right of Use for the Solution during the Subscription Period to meet the Client's needs and those of its Users, within the limits defined in the Agreement.

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The granted Right of Use applies to the following services:

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• Provision of a Governor and production and pre-production Bootcamps;

• BC User Licenses;

• Accommodation Licenses;

• Standard or optional application services;

• The right to use the Solution and its Documentation.

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The functional scope and volumes covered by the Right of Use are explicitly defined in the Special Terms and Conditions of Sale.

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If unspecified, DAYLINDO does not grant the Client a Right of Use.

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Unauthorized Uses:

Any use not expressly authorized by the Provider under this Agreement is prohibited. Specifically, the Client is forbidden to:

• Represent, distribute, or share the Solution and Documentation, whether free of charge or for a fee, and particularly over a network, except for the intended purposes described above;

• Use the Solution and Documentation in any way for designing, developing, distributing, or marketing similar, equivalent, or substitute services and Documentation;

• Adapt, modify, transform, or arrange the Solution for any reason;

• Modify or circumvent the protection code, including decompiling;

• Perform reverse engineering on the Solution or assist others in doing so.

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The Client must inform the Provider of any unauthorized third-party use of the Solution or attempts to do so, regardless of the method of fraud.

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ARTICLE 5: APPLICATION SERVICES

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5.1 - Accessibility and Availability of the Solution

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The Provider ensures access to the Solution via the Internet. Users can access the Daylindo Web and Mobile Applications.

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The Client must ensure that Users download the Daylindo Mobile App onto authorized tablets or mobile phones.

Users may connect to the Solution within the granted Right of Use at any time (excluding planned downtimes):

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• 24 hours a day,

• 7 days a week, including Sundays and public holidays.

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Service commitments regarding the Solution's availability are detailed in the Service Level Agreement (SLA) annexed to this Agreement (Annex 1).

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5.2 - Access to the Solution

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a) Identification

Access to the Solution is secured by unique Identifiers provided by the Provider or automatically generated by the Solution.

The first login by a User implies tacit acceptance of the General Terms of Use (GTU) and the right to use the Solution.

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b) Confidentiality of Identifiers

Identifiers are confidential, unique, and personal. The Client is solely responsible for their confidentiality and use by its Users. In the event of loss or theft, the Client must notify the Provider immediately at support@daylindo.com.

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c) Network Responsibility

The Client is responsible for its telecommunications networks and internet providers. The Provider does not guarantee uninterrupted Solution accessibility due to potential network-related issues.

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5.3 - Data Hosting and Backup

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The Solution and its Data, including Personal Data, are hosted exclusively in secure data centers within the European Union (EU) in compliance with the GDPR.

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Data is backed up daily and retained for 30 rolling days. After this period, backups are permanently deleted.

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5.4 - Solution Maintenance

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a) Corrective Maintenance

The Provider addresses malfunctions based on their severity:

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• Critical anomalies (C1) that prevent the use of key Solution functionalities.

• Non-critical anomalies (C2 or C3) that do not impede continuous use of key functionalities.

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b) Evolutionary Maintenance

The Provider reserves the right to update the Solution with enhancements or new features, provided no substantial regression occurs.

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5.5 - User Support and Assistance

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Clients have access to online support for anomaly reporting and resolution. For non-anomaly-related requests, additional Professional Services may be proposed under the Agreement.

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ARTICLE 6: SOLUTION IMPLEMENTATION

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6.1 - Environment Setup

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The Client must provide the Provider with the name of the first Solution administrator. This administrator will have rights to create users, configure the environment, and delegate roles.

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6.2 - Professional Services at Startup

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Professional Services for Solution implementation are defined in the Special Terms and Conditions. The Client must validate these services within seven (7) business days or provide documented feedback for resolution. Absence of feedback implies acceptance.

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ARTICLE 7: FINANCIAL TERMS

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7.1 - Pricing

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The prices specified in the Special Terms and Conditions of Sale are in Euros, exclusive of taxes and travel expenses.

For contracts renewed automatically, the subscription for the new period will cover the same functional scope and volumes as the previous period, as defined in the Special Terms and Conditions.

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The pricing for licenses will be determined as outlined in Article 7.2 – Price Adjustment.

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For multi-year Professional Services, annual price adjustments will follow the SYNTEC Index.

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Usage Fee

The Usage Fee is defined for a Subscription Period, typically one (1) year, and includes the following:

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• Access to the Solution,

• Solution hosting and data backup,

• Corrective and evolutionary maintenance,

• Customer Service (Level 1: Customer Support / Level 2: Customer Success Management).

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The Solution's functionalities available to the Client under the acquired Right of Use are detailed in the Special Terms and Conditions of Sale.

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Professional Services for Solution Implementation

The agreed prices for Professional Services and their scope are specified in the Special Terms and Conditions of Sale.

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Complementary Professional Services

Any request for additional Professional Services beyond those initially agreed upon will require a separate quotation, which must be validated by the Client.

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7.2 - Price Adjustment

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For contracts with automatic annual renewal, prices specified in the Special Terms and Conditions will be revised annually on the Agreement’s anniversary date using the following formula:

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P = Po × (S / So)

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Where:

• P is the adjusted price,

• Po is the price stated in the Agreement (or the last adjusted price),

• S is the revised SYNTEC Index value at the time of adjustment,

• So is the SYNTEC Index value at the time of Agreement signing (or the value used for the last adjustment).

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If the SYNTEC Index is discontinued, the Parties will agree on an equivalent index. In the absence of such agreement, prices will be adjusted based on the previous year’s percentage change until the Agreement’s termination.

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7.3 - Travel Expenses

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For any travel beyond 10 km outside Paris (reference point: Point Zéro de Paris), travel expenses may apply, subject to the Client's prior approval.

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7.4 - Invoicing

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The annual Usage Fee is invoiced in advance.

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• The first invoice for the annual Usage Fee is issued upon Agreement signing. For subsequent years, invoices are issued in the month preceding the renewal of the Right of Use.

• Additional invoices for usage exceeding the agreed scope (e.g., extra Accommodations) will be issued no later than the start of the additional Right of Use period.

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Professional Services are invoiced as follows:

• 50% upon Agreement or quotation signing,

• 50% upon service delivery or progress.

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Invoices issued in accordance with this Agreement are due and non-refundable.

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7.5 - Payment Terms

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Invoices for the annual Usage Fee and deposits are payable within eight (8) days from the invoice date by bank transfer to the Provider's account.

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Professional Services invoiced as fixed fees or progress payments are payable within thirty (30) days net of the invoice date or service delivery date, whichever is earlier.

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Invoices for the Solution’s Right of Use must be paid before license access is provided, as this is a fundamental condition of this Agreement.

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Late Payments:

If payment is delayed, the following apply:

• Immediate payment of all outstanding sums,

• Late payment interest at the European Central Bank (ECB) refinancing rate plus 10 points, calculated from the due date until full payment.

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Additionally, under Article L.441-6 of the French Commercial Code, the Provider is entitled to a flat recovery fee of forty (40) Euros. If recovery costs exceed this amount, the Provider may claim additional compensation by providing supporting documentation.

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7.6 - Disputing an Invoice

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Disputes must meet the following conditions:

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• Be submitted within ten (10) business days of receiving the invoice,

• Include detailed and documented evidence.

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Failure to comply will result in the Client being deemed to have accepted the invoice, and no further claims will be entertained.

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If only part of an invoice is disputed, the undisputed portion must still be paid within the contractual deadline.

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ARTICLE 8: PROVIDER'S OWNERSHIP

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The Provider retains full ownership of all elements of the Solution, including its design, conception, and software and hardware infrastructure developed under this Agreement.

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This Agreement does not grant the Client any ownership rights to the Solution. Temporary access to the Solution, as stipulated in the Agreement, cannot be interpreted as a transfer of intellectual property rights under French Intellectual Property Law.

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The Provider also retains intellectual and artistic property over its training content and consulting services. The Client may not reproduce or distribute this content without the Provider's consent.

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The Provider guarantees the Client’s lawful use of the Solution under this Agreement and will indemnify the Client against third-party claims relating to intellectual property violations or unfair competition.

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ARTICLE 9: CLIENT'S OWNERSHIP

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The Client retains exclusive ownership of all usage data from the Solution (including images, videos, and audio recordings) and the content of documents created or transmitted during its use.

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ARTICLE 10: COMMERCIAL REFERENCE

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The Provider may use the Client's name and logo in its publications as a reference unless explicitly requested otherwise by the Client.

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ARTICLE 11: CLIENT'S OBLIGATIONS

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The Client agrees to:

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• Use the Solution solely for its Users' needs and as outlined in this Agreement.

• Avoid reproducing, copying, translating, adapting, or developing the Solution.

• Ensure all data processed via the Solution complies with applicable laws and does not infringe third-party or User rights.

• Obtain all necessary legal and administrative authorizations for using the Solution and ensure GDPR compliance.

• Manage relationships with its Users.

• Pay agreed fees as stipulated in the Agreement, as payment is a critical Client obligation.

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The Client is also responsible for providing accurate and complete data from its information system.

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The Client must enforce these obligations among its Users and take action against non-compliance.

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ARTICLE 12: OBLIGATIONS OF THE PROVIDER

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In addition to the obligations specified elsewhere in the Agreement, the Provider undertakes the following:

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• To employ all appropriate human and material resources to ensure uninterrupted access and peaceful enjoyment of the Solution by the Client throughout the duration of the Agreement.

• To provide updates and new versions of the Solution while maintaining its performance.

• To inform the Client of all specifics related to the Solution's use and warn against prohibited uses.

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12.1 - Data Security and Confidentiality

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• Data hosted on the Solution remains the exclusive property of the Client.

• The Provider commits to ensuring the security and confidentiality of this data, hosting it in a secure environment.

• Upon formal request, the Provider will return the Client's data upon expiration or termination of the Agreement in accordance with Article 16 - Reversibility.

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The Provider is prohibited from disclosing Client data to third parties unless expressly requested in writing by the Client. If the Provider becomes aware of any event affecting the confidentiality of the Client's data, it must inform the Client as soon as possible and provide documentation of the event upon request.

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12.2 - Intellectual Property Rights Warranty

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The Provider guarantees the Client that:

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• It possesses all rights to the Solution. If it is not the owner, it is expressly authorized by the rightful owners to grant the Client the rights included in this Agreement.

• It holds the necessary rights to fulfill its obligations under the Agreement.

• For any derivative works, the Provider has complied with and will continue to comply with the original author's intellectual property rights.

• The Solution does not infringe upon any preexisting works or third-party rights, including patents, trademarks, and models.

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ARTICLE 13: RISKS

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The Client acknowledges receiving sufficient information to evaluate the Solution’s suitability for its needs and to take necessary precautions for its use.

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The Client accepts the characteristics, risks, and limitations of the Internet, recognizing:

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• Sole responsibility for its use of the Solution.

• Internet imperfections, including temporary performance issues, slow response times, or Solution unavailability.

• Responsibility for the confidentiality of its credentials or other sensitive information.

• The need to ensure that its hardware meets the Solution’s technical requirements.

• The obligation to protect its systems, networks, data, and software from potential threats, including viruses and unauthorized access.

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ARTICLE 14: LIABILITY REGIME

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The Provider is obligated to a best-effort obligation in delivering its services, except for anomaly correction timelines. Liability arises only in cases of proven fault or breach.

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• Each Party is responsible for direct, foreseeable damages caused to the other under the Agreement. Indirect damages are expressly excluded.

• Annual liability for damages is capped at three months' worth of the annual Usage Fee preceding the incident.

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Both Parties must act to mitigate any damage with the other’s reasonable assistance if necessary.

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ARTICLE 15: TERMINATION

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In compliance with Article 1225 of the French Civil Code, either Party may terminate the Agreement immediately if the other Party fails to remedy a material contractual breach within thirty (30) days of receiving a formal notice of default.

Grounds for termination include:

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• Repeated payment defaults,

• Intellectual Property rights violations,

• Breaches of obligations under Articles 5, 11, and 13,

• Violations of confidentiality (Article 17),

• Poaching of personnel (Article 18.1),

• Non-compliance with contractual transfer restrictions (Article 18.3),

• Acts undermining loyalty obligations.

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Termination takes effect thirty (30) days after receipt of a termination notice sent via registered letter.

Upon termination:

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• The Client must immediately cease all use of the Solution.

• Data and documentation must be returned or destroyed within thirty (30) days unless legal requirements dictate otherwise.

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ARTICLE 16: REVERSIBILITY

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The Provider ensures that features enabling data retrieval are available on the platform before contract expiration.

Post-termination, the Provider will delete all data within sixty (60) days unless legally mandated otherwise. For additional technical assistance, the Client may engage the Provider under a separate agreement.

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ARTICLE 17: CONFIDENTIALITY

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The Parties agree to treat all contractual terms, commercial, technical, and personal data as confidential for the duration of the Agreement and five (5) years after its conclusion.

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The Client commits to safeguarding the Solution's documentation and related materials, except for training materials shared with its Users.

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The Client may freely use files and data resulting from the Solution, which remain its exclusive property.

Each Party must protect the other’s proprietary know-how from unauthorized disclosure or use.

Confidentiality obligations extend to all staff and third parties involved.

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ARTICLE 18: MISCELLANEOUS

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18.1 - Non-Solicitation of Personnel

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Neither Party may directly or indirectly hire the other’s employees for twenty-four (24) months following the Agreement’s conclusion without prior consent. Breaches will result in liquidated damages equal to the employee’s gross annual salary.

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18.2 - Subcontracting

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The Client acknowledges that the Provider may subcontract portions of the Agreement.

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18.3 - Assignment

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The Agreement may not be assigned, in whole or part, without prior written consent.

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18.4 - Communication and Proof

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Emails and faxes exchanged between the Parties may serve as valid proof.

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18.5 - Severability

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Invalidity of any clause does not affect the validity of the remaining clauses.

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18.6 - Independence

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The Parties remain independent professionals and are not bound by any partnership, mandate, or subordination.

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18.7 - Contract Amendments

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This Agreement and its Annexes constitute the entire agreement. Amendments require written approval. Annex 3 may be updated unilaterally by the Provider for technical improvements, provided the Client is notified and may terminate if dissatisfied.

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18.8 - Governing Law

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The Agreement is governed by French law.

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18.9 - Dispute Resolution

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The Parties agree to meet within thirty (30) days to seek an amicable resolution to disputes.

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18.10 - Jurisdiction

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If unresolved, disputes will fall under the exclusive jurisdiction of the Commercial Court of Paris.

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18.11 - Address for Service

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Each Party will designate its registered office as the address for service. Address changes require eight (8) days' notice to the other Party.

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