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GENERAL TERMS OF SALE AND USE

MOVYX — SaaS management platform for premium passenger transport companies

Publisher: MOVYX

Version 1.10 — Effective date: 23 October 2026

This English version is provided for convenience only. In the event of any discrepancy or dispute, the French version prevails and alone is legally binding.

Preamble

MOVYX, a simplified joint-stock company (SAS) with a share capital of EUR 50,000, registered with the Cannes Trade and Companies Register under number 912 121 738, whose registered office is located in Cannes (06400), France, intra-Community VAT number FR76 912121738 (hereinafter "MOVYX" or the "Publisher"), publishes and operates the MOVYX software platform, made available in SaaS (Software as a Service) mode at movyx.fr.

MOVYX is a management solution intended for professional premium passenger transport companies (chauffeur-driven hire, private chauffeurs, premium ride services), enabling them in particular to manage their multi-season price grids, automated quote generation, their agencies and customers, their cancellation terms, their waiting-time rules, their hourly hire services, their customers' preferences and their agency partnerships, as well as, by means of Add-on Modules, their vehicle fleet and their chauffeurs.

These General Terms of Sale and Use (hereinafter the "GTS") set out the terms under which MOVYX provides the Service to the Customer, together with the respective rights and obligations of the parties.

The Service is intended exclusively for business users. By accepting these GTS, the Customer represents and warrants that it is acting exclusively for purposes falling within the scope of its commercial, industrial, craft or professional activity, and accordingly acknowledges that the provisions of the French Consumer Code do not apply to it.

Any subscription to the Service or creation of an account entails full, complete and unreserved acceptance of these GTS.

Article 1 — Definitions

The following terms, when capitalised, whether in the singular or the plural, have the meaning set out below:

Article 2 — Purpose and scope

2.1. The purpose of these GTS is to define the financial, technical and legal terms under which MOVYX grants the Customer a right of access to and use of the Platform, and provides the associated services.

2.2. The GTS apply to any Account creation, any Trial Period and any subscription to a Subscription, whatever the Plan and Modules concerned, to the exclusion of any other document, and in particular the Customer's general terms of purchase, brochures, catalogues or advertising material, which are provided for information purposes only.

2.3. The fact that MOVYX does not, at any given time, rely on any provision of the GTS shall not be construed as a waiver of its right to rely on it at a later date.

2.4. Any special term derogating from the GTS shall be enforceable against MOVYX only if it has been expressly accepted by MOVYX in writing.

Article 3 — Contractual documents

3.1. The Agreement consists of, in decreasing order of precedence:

3.2. In the event of a conflict between one or more documents, the document of higher rank prevails in respect of the obligation concerned.

Article 4 — Electronic acceptance and evidence

4.1. The GTS are accepted electronically, by means of a checkbox accompanied by a link allowing the GTS to be consulted, downloaded and retained, upon creation of the Account and/or upon subscription to the Subscription. This method of acceptance constitutes an electronic signature within the meaning of Article 1367 of the French Civil Code, evidencing the Customer's consent to the obligations arising therefrom.

4.2. In accordance with Article 1366 of the French Civil Code, an electronic document has the same evidentiary value as a paper document. The Customer acknowledges that the computer records kept in MOVYX's systems (in particular the timestamp of acceptance, the version of the GTS accepted, the Account identifier and the IP address used) constitute proof of acceptance of the GTS and of all transactions carried out on the Platform.

4.3. MOVYX archives the successive versions of the GTS and each Customer's proof of acceptance on a reliable and durable medium. The Customer may at any time obtain a copy of the version of the GTS it accepted, upon simple request sent to contact@movyx.fr.

4.4. Any new acceptance required pursuant to Article 29 (changes to the GTS) is carried out in the same manner.

Article 5 — Description of the Service

5.1. Depending on the Plan and Modules subscribed, the MOVYX Platform includes in particular the following features:

5.2. The exact functional scope of the Plan and of each Module is described on the movyx.fr website as at the date of subscription. MOVYX may change this scope under the conditions of Article 15.

5.3. Modules announced as "coming soon" or "on request" are not subject to any commitment by MOVYX as to availability or date until they are marketed. Their future subscription shall be made at the pricing terms then in force.

5.4. The Service is provided "as is" under a best-efforts obligation. The Customer acknowledges that the Platform is a management and pricing support tool: the Customer remains solely responsible for the prices it charges, the quotes it issues, the documents it sends to its own customers and, more generally, for the conduct of its business and compliance with the regulations applicable to it (in particular the regulations governing private passenger transport services).

Article 6 — Account creation

6.1. Access to the Service requires the creation of an Account. The Customer undertakes to provide accurate, complete and up-to-date information (company name, SIREN/SIRET number, address, identity of the representative, valid e-mail address) and to keep it up to date throughout the term of the Agreement.

6.2. Login credentials are strictly personal and confidential. The Customer is solely responsible for their safekeeping, their use and any action carried out from its Account or its Users' accounts. The Customer undertakes to notify MOVYX without delay of any loss, theft or unauthorised use of its credentials.

6.3. The Customer freely determines, within the limit of the Users included in the Plan and the Additional Users subscribed, the Users authorised to access the Service as well as their roles and permissions. The Customer guarantees compliance with the GTS by its Users and is liable for their actions as for its own.

6.4. MOVYX reserves the right to refuse the creation of an Account, or to close an Account, that is manifestly fraudulent, created on the basis of inaccurate information or whose declared activity does not fall within the scope of the business users referred to in the Preamble.

Article 7 — Free trial period

7.1. MOVYX may offer the Customer a free Trial Period of thirty (30) calendar days from the first login to the Account, allowing the Service to be tested without commitment. The Trial Period may include limitations, in particular as to the number of Users, and does not give rise to any paid subscription.

7.2. The Trial Period is limited to one per Customer (same legal entity, same establishment or same beneficial owner). MOVYX reserves the right to refuse any Trial Period in the event of manifest circumvention of this limitation.

7.3. No payment is required during the Trial Period. Unless otherwise stipulated at the time of registration, the Trial Period does not automatically convert into a paid Subscription: at its end, and in the absence of subscription to a Subscription, access to the Service is suspended.

7.4. MOVYX may, at its discretion, extend a Customer's Trial Period without such extension constituting an acquired right.

7.5. Customer Data entered during the Trial Period is retained for a period of sixty (60) days from the suspension referred to in Article 7.3, in order to allow the Customer to subscribe to a Subscription and recover its environment. In the absence of subscription within this period, it is deleted under the conditions of Article 25.

7.6. During the Trial Period, the Service is provided without any service level commitment and without any warranty other than those mandatorily provided by law.

Article 8 — Subscription, Plan and options

8.1. Plan. The Service is offered as a monthly Subscription, under the single "Movyx" offer described on movyx.fr, which includes five (5) Users. Add-on Modules and Additional Users may be added to it under the conditions of Article 8.3. The applicable Plan, options and price are those displayed and validated by the Customer at the time of subscription, as set out in the subscription summary. Groups and multi-entity structures may benefit from special terms, established on quotation and accepted in writing by both parties in accordance with Articles 2.4 and 3.1.

8.2. Subscription process. Subscription is carried out online: selection of the Plan, review of the summary, acceptance of the GTS, entry of payment details via the provider referred to in Article 10, then confirmation. MOVYX sends the Customer a subscription confirmation by e-mail. The Agreement is concluded on the date of this confirmation.

8.3. Additional Users and Add-on Modules.

8.4. No right of withdrawal. As the Service is reserved for business users and these GTS are entered into between business users in the course of their main activity, the Customer has no right of withdrawal.

8.5. Promotional offers. MOVYX may offer, for a limited period, a discount on the first payment of the Subscription, in particular on the occasion of Black Friday. Its conditions (subscription period, eligible customers and discount rate) are displayed on movyx.fr and in the customer area at the time of subscription. The discount applies only once, to the first invoice of the Subscription taken out during the period, including where the first charge occurs at the end of the trial period; subsequent billing dates are invoiced at the price then in force. It is reserved for Accounts that have not yet paid any invoice and cannot be combined with any other offer. Where its rate depends on the Customer's structure (self-employed chauffeur working alone, or company), the Customer declares its structure at the time of subscription and warrants its accuracy; in the event of an inaccurate declaration, MOVYX may invoice the difference between the discount obtained and the discount applicable.

8.6. Previous plans. A Customer that subscribed to a previously marketed plan (in particular "Essentiel" or "Pro") retains it under the terms of its subscription, subject to Article 9.3, until termination of its Subscription or until it switches to the Movyx Plan. These plans are no longer available for subscription.

Article 9 — Financial terms: prices and price revision

9.1. Prices. The prices of Subscriptions and, where applicable, of Modules and additional services are expressed in euros and are inclusive of all taxes (incl. VAT), VAT included at the rate in force on the date of invoicing; each invoice shows the amount excluding VAT and the corresponding VAT. The applicable prices are those published on movyx.fr or communicated to the Customer on the date of subscription, as set out in the subscription summary. As at the effective date of this version, and for information purposes, they are as follows:

9.2. Billing frequency. The Subscription is monthly and payable in advance at each billing date. Additional Users and Add-on Modules subscribed during a period are invoiced pro rata temporis under the conditions of Article 8.3.

9.3. Price revision. MOVYX may revise its prices at any time. The new prices apply to new subscriptions as from their publication. For current Subscriptions, any increase is notified to the Customer by e-mail at least sixty (60) days before its effective date, which shall occur no earlier than the next renewal of the Subscription. If the Customer refuses the new pricing, it may terminate its Subscription under the conditions of Article 12, with effect at the end of the current period; in the absence of termination before the effective date, the new price is deemed accepted.

9.4. No discount is granted for early payment.

Article 10 — Payment terms and payment incidents

10.1. Payment provider. Payments are made by bank card or any other means offered, through the payment service provider Stripe (Stripe Payments Europe, Limited), which is PCI-DSS certified. Bank card details are collected and stored exclusively by Stripe; MOVYX has no access to them and does not store any complete card data.

10.2. Direct debit authorisation. By subscribing to a Subscription, the Customer expressly authorises MOVYX, through Stripe, to automatically charge the registered payment method, at each billing date, for the amount of the Subscription and of any subscribed option, as well as, upon their confirmation, the amounts due pro rata temporis under Article 8.3. The Customer undertakes to maintain a valid payment method throughout the term of the Agreement.

10.3. Due date. Invoiced sums are due on the date of issue of the invoice, without discount.

10.4. Payment default. In the event of a failed charge, Stripe makes further attempts according to its retry schedule. In the absence of regularisation within fifteen (15) days following the first unpaid billing date, MOVYX may suspend access to the Service under the conditions of Article 13, without prejudice to the termination provided for in Article 12.4. Any late payment entails by operation of law, without prior formal notice: (i) the application of late payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, calculated on the unpaid amount incl. VAT; and (ii) the payment of a fixed recovery cost indemnity of forty (40) euros per unpaid invoice, in accordance with Articles L. 441-10 and D. 441-5 of the French Commercial Code, without prejudice to additional compensation upon justification.

10.5. Disputes. Any dispute regarding an invoice must be notified to MOVYX in writing within thirty (30) days of its issue; such dispute does not relieve the Customer from paying the undisputed sums.

Article 11 — Invoicing and electronic invoicing

11.1. Invoices are issued and made available to the Customer in electronic form, in its customer area and/or by e-mail. The Customer expressly agrees to receive its invoices in electronic form, which constitute original invoices.

11.2. In accordance with the French reform of business-to-business electronic invoicing (Articles 289 bis et seq. of the French General Tax Code), the parties undertake to issue, transmit and receive their invoices in the formats and through the channels required by the regulations (accredited platforms, public invoicing portal), according to the entry-into-force timetable applicable to each of them. The Customer undertakes to provide MOVYX with all information necessary for the routing of its electronic invoices (in particular its SIREN number and, where applicable, its accredited receiving platform).

11.3. The Customer may download its invoices at any time during the term of the Agreement and during the reversibility period referred to in Article 24.

Article 12 — Term, automatic renewal and termination

12.1. Term. The Agreement takes effect on the date of confirmation of the subscription and is entered into for a term of one (1) month.

12.2. Automatic renewal. At its end, the Subscription is tacitly renewed for successive periods of one (1) month, at the price then in force subject to Article 9.3, unless terminated by either party under the conditions set out below.

12.3. Termination by the Customer. The Customer may terminate its Subscription at any time, directly from its customer area or by e-mail to contact@movyx.fr. Termination takes effect at the end of the current monthly period; the Customer retains access to the Service until that date. Termination of the Plan entails termination of the Add-on Modules and Additional Users. Periods already begun remain due; no pro rata temporis refund is made, except in the cases expressly provided for in the Agreement.

12.4. Termination for breach. In the event of a serious or repeated breach by either party of its obligations, not remedied within fifteen (15) days following a formal notice served in writing (e-mail with acknowledgement of receipt or registered letter), the other party may terminate the Agreement by operation of law, without prejudice to any damages. The following in particular constitute serious breaches by the Customer: unremedied payment default, breach of Article 21 (intellectual property), Article 22 (authorised use) or Article 23 (prohibitions).

12.5. Immediate termination. MOVYX may terminate the Agreement by operation of law, without notice, in the event of fraudulent or unlawful use of the Service, breach of the security of the Platform or conduct referred to in Article 23 of a manifestly serious nature.

12.6. Effects. On the effective date of termination, whatever its cause: access to the Service by the Customer and its Users is closed; sums due remain payable; Articles 19, 20, 21, 24, 25, 27 and 31 survive the end of the Agreement for the purposes of their subject matter; Customer Data is handled in accordance with Articles 24 and 25.

12.7. Immediate Account closure. By way of derogation from Articles 12.3, 24.2 and 25.1, the Account administrator may at any time immediately close the Account from the customer area ("My account" section), including during the free trial, after confirmation by password. Upon such confirmation, the Subscription, the Add-on Modules and the Additional Users are terminated, without any further charge, and access for all Users is closed. Closure constitutes a deletion request: MOVYX permanently deletes the Customer Data from its production environments within thirty (30) days, after which it disappears from the backups in the course of their rotation cycle, within a maximum period of ninety (90) days. The Customer waives the reversibility period of Article 24.2; it is its responsibility to export its Customer Data before closure (Article 24.1). The current period, already invoiced, remains due and is not refunded. The data referred to in Article 25.2 is retained. Closure is confirmed without delay by e-mail to the administrator and to the Account's e-mail address.

Article 13 — Account suspension

13.1. MOVYX may suspend, in whole or in part, access to the Service, after prior notification by e-mail that has remained without effect for forty-eight (48) hours, in the event of: (i) payment default under the conditions of Article 10.4; (ii) breach by the Customer of its contractual obligations; (iii) use of the Service likely to compromise the security, integrity or performance of the Platform or the rights of third parties.

13.2. In an emergency, in particular where there is an imminent risk to the security of the Platform, the Customer Data or the data of other customers, suspension may occur without notice, the Customer being informed as soon as possible.

13.3. Suspension does not constitute termination: it interrupts neither invoicing nor the payability of sums due, and ends as soon as its cause ceases. Suspension based on a breach by the Customer shall not give rise to any liability on the part of MOVYX nor to any right to compensation.

Article 14 — Service availability (SLA)

14.1. MOVYX undertakes, under a best-efforts obligation, to ensure the availability of the Platform in accordance with the service level commitments described in Annex 2, with a target monthly availability rate of 99.5%, excluding scheduled maintenance windows, force majeure events and the excluded causes listed in Annex 2.

14.2. The Customer acknowledges that the Internet is subject to technical contingencies beyond MOVYX's control and that MOVYX cannot be held liable for interruptions, slowdowns or malfunctions attributable to the Customer's Internet service provider, its equipment, its configuration or the Internet itself.

14.3. Any penalties and service credits due under Annex 2 constitute the sole and exclusive compensation due to the Customer for unavailability of the Service.

Article 15 — Maintenance and changes

15.1. Corrective maintenance. MOVYX corrects reproducible anomalies affecting the Service, according to their severity and within reasonable time, at no additional cost to the Customer.

15.2. Evolutionary maintenance. MOVYX regularly develops the Platform (new features, usability improvements, technical and security updates). These changes are included in the Subscription for the Plan and Modules subscribed, excluding new Modules marketed separately.

15.3. Scheduled maintenance. Maintenance operations likely to interrupt the Service are, as far as possible, carried out outside French business hours and notified to the Customer at least twenty-four (24) hours in advance. Such interruptions are not included in the calculation of the availability rate referred to in Article 14.

15.4. MOVYX endeavours to maintain the backward compatibility of features. It may however remove or substantially modify a feature, provided that it informs the Customer at least thirty (30) days in advance where the modification significantly degrades an essential feature of the subscribed Plan; in that case, the Customer may terminate its Subscription with effect on the effective date of the modification, the sums paid in advance beyond that date then being refunded to it pro rata temporis.

Article 16 — Backups

16.1. MOVYX implements a regular backup policy for Customer Data, described in Annex 3, including automated daily backups and their rolling retention.

16.2. Backups are intended for the overall restoration of the Platform or the Tenant Space in the event of a technical incident. They do not constitute an on-demand archiving service for the Customer: the ad hoc restoration of data deleted by the Customer or its Users may be requested from support and may, where applicable, be subject to a quotation.

16.3. The Customer remains responsible for carrying out regular exports of its Customer Data by means of the export features made available to it.

Article 17 — Hosting

17.1. The Platform and the Customer Data are hosted by Hostinger, in data centres located within the European Union.

17.2. MOVYX ensures that its hosting provider offers sufficient guarantees in terms of physical and logical security, redundancy and service continuity, and that it is bound by a contract compliant with the requirements of Article 28 of Regulation (EU) 2016/679 (the "GDPR").

17.3. MOVYX may change hosting provider provided that it maintains an at least equivalent level of guarantees and the location of Customer Data within the European Union, and informs the Customer in accordance with Annex 1.

Article 18 — Security

18.1. MOVYX implements appropriate technical and organisational measures to preserve the security, integrity and confidentiality of Customer Data, in particular: encryption of communications (TLS), encryption or equivalent protection of sensitive data at rest, strict segregation of Tenant Spaces, access management through roles and permissions, access logging, regular backups and a robust password policy.

18.2. The segregation of Tenant Spaces constitutes an essential commitment of MOVYX: each Customer accesses exclusively its own Customer Data, to the exclusion of any data of another customer of the Platform.

18.3. The Customer undertakes for its part to: keep its credentials confidential, assign each User a named account with the strictly necessary level of permission, deactivate without delay the accounts of Users leaving its organisation, and report to MOVYX any security incident of which it becomes aware.

18.4. In the event of a personal data breach within the meaning of the GDPR, MOVYX notifies the Customer under the conditions provided for in Annex 1.

Article 19 — Protection of personal data (GDPR)

19.1. Each party undertakes to comply with the applicable regulations on the protection of personal data, in particular the GDPR and French Law No. 78-17 of 6 January 1978 as amended (the "Informatique et Libertés" Act).

19.2. MOVYX as controller. For the processing it carries out on its own behalf (Account management, invoicing, customer relations, prospecting, aggregated usage statistics, Platform security), MOVYX acts as controller. Information relating to such processing is set out in the privacy policy available on movyx.fr. Data subjects may exercise their rights at contact@movyx.fr.

19.3. MOVYX as processor. For Customer Data containing personal data (in particular the data of the Customer's end customers, prospects, agencies and staff), the Customer acts as controller and MOVYX as processor within the meaning of Article 28 of the GDPR. The terms of this processing are defined in Annex 1, which forms an integral part of the Agreement.

19.4. The Customer warrants that it has a valid legal basis for all personal data it processes through the Platform, that it has provided data subjects with the required information and that it is able to respond to their requests to exercise their rights.

19.5. MOVYX does not sell, rent or otherwise commercialise Customer Data. It does not use it for any purpose other than the provision of the Service, except for irreversibly anonymised data used for statistical purposes and for improving the Service.

Article 20 — Confidentiality

20.1. Each party undertakes to keep strictly confidential all information of any kind, whether commercial, technical, financial or strategic, disclosed by the other party or of which it becomes aware in the course of performing the Agreement (the "Confidential Information"), to use it only for the purposes of the Agreement and to disclose it only to its staff, advisers and subcontractors who need to know it and who are bound by confidentiality obligations at least equivalent.

20.2. The following does not constitute Confidential Information: information (i) that has entered the public domain through no fault of the receiving party; (ii) already known to the receiving party before its disclosure; (iii) independently developed; (iv) lawfully received from a third party; (v) whose disclosure is required by law or by a competent authority, subject to informing the other party beforehand to the extent permitted.

20.3. Price grids, contact lists, commercial terms and all content entered by the Customer into the Platform constitute Confidential Information of the Customer.

20.4. This confidentiality obligation remains in force throughout the term of the Agreement and for five (5) years after its end.

Article 21 — Intellectual property

21.1. The Platform, its structure, its source and object code, its databases, its interfaces, its graphic design, its documentation, its algorithms and developments, as well as the company's trademarks, logos and domain names (in particular "MOVYX" and movyx.fr), are and remain the exclusive property of MOVYX or its licensors, protected by the French Intellectual Property Code and international conventions.

21.2. The Agreement does not entail any assignment of intellectual property rights to the Customer, but only the grant of the right of use defined in Article 22.

21.3. The Customer remains the sole owner of its Customer Data, its brand, its logos and all elements it imports into the Platform. It grants MOVYX, for the term of the Agreement, a non-exclusive, royalty-free licence to host, reproduce and technically adapt these elements for the sole purpose of providing the Service.

21.4. Any suggestion, idea or feedback communicated by the Customer regarding the Service may be freely used by MOVYX to improve the Platform, without consideration or obligation.

21.5. The Customer authorises MOVYX, unless it notifies its refusal in writing, to mention its name and logo as a commercial reference on its communication materials.

Article 22 — Licence and authorised use

22.1. Subject to payment of the Subscription and compliance with the Agreement, MOVYX grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to access and use the Platform, for the term of the Agreement, solely for the needs of its internal business activity, within the limits of the Plan and Modules subscribed and of the number of authorised Users (included Users and Additional Users).

22.2. This right of use is granted for the whole world, access being made remotely via the Internet.

22.3. The Customer may create User accounts exclusively for its officers, employees and regular staff. Any provision of the Service to third parties, whether free of charge or for consideration, is prohibited.

Article 23 — Prohibited conduct

23.1. The Customer and its Users are strictly prohibited from, without this list being exhaustive:

23.2. Any breach of this Article constitutes a serious breach within the meaning of Article 12.4 and may result in the immediate suspension of the Account under the conditions of Article 13.2, without prejudice to any claim for damages.

Article 24 — Customer Data: reversibility and export

24.1. The Customer may, at any time during the term of the Agreement, export its Customer Data by means of the Platform's standard export features (common structured formats such as CSV or Excel depending on the modules).

24.2. Reversibility period. From the effective date of termination or expiry of the Agreement, whatever the cause, the Customer has a period of sixty (60) days to export its Customer Data. During this period, access to the Account is maintained for reading and export only, without charge. This period does not apply in the event of immediate closure of the Account by the Customer (Article 12.7).

24.3. Reversibility assistance. Upon request by the Customer made during the reversibility period, MOVYX may provide an additional assistance service (specific extraction, particular format, support), on quotation, at the pricing terms in force.

24.4. Reversibility covers Customer Data; it does not cover the Platform, its structures, standard configurations or elements protected by MOVYX's rights.

Article 25 — Retention and deletion of data after the end of the Agreement

25.1. At the end of the reversibility period referred to in Article 24.2, MOVYX permanently deletes the Customer Data from its production environments within thirty (30) days, after which it disappears from the backups in the course of their rotation cycle, within a maximum additional period of ninety (90) days. In the event of immediate closure of the Account by the Customer (Article 12.7), deletion from the production environments occurs within thirty (30) days following closure.

25.2. By way of exception, MOVYX retains the data strictly necessary to comply with its legal, accounting and tax obligations (in particular invoices, retained for ten (10) years in accordance with the French Commercial Code) and for the establishment, exercise or defence of legal claims, for the applicable limitation periods.

25.3. A certificate of deletion may be issued to the Customer upon written request.

Article 26 — Technical support

26.1. MOVYX provides the Customer with technical support in French, available by e-mail at contact@movyx.fr or through any channel indicated in the Platform, on French business days, from 9 a.m. to 6 p.m. (Paris time).

26.2. Support covers assistance in using the Service and the handling of anomalies. It does not cover: in-depth training, data migration or data entry on behalf of the Customer, business configuration carried out in place of the Customer, or assistance with the Customer's IT environment; these services may be subject to a quotation.

26.3. MOVYX endeavours to acknowledge receipt of any request within one (1) business day and to handle it as soon as possible having regard to its severity, in accordance with the priority levels described in Annex 2.

26.4. The Movyx Plan includes onboarding support (getting started with the Service and assistance with initial configuration), within the limits described on movyx.fr; it does not replace the services excluded under Article 26.2.

Article 27 — Liability

27.1. MOVYX is bound by a general best-efforts obligation. It undertakes to perform the Agreement with the care and diligence of a prudent professional.

27.2. Limitations. To the fullest extent permitted by law, MOVYX's total aggregate liability under the Agreement, for all causes and all damages combined, is limited to the amount excluding VAT actually paid by the Customer under the Subscription during the twelve (12) months preceding the event giving rise to the damage.

27.3. Exclusions. MOVYX shall in no event be liable for indirect or consequential damages suffered by the Customer, in particular: loss of turnover, margin, profit, customers, orders or business opportunities, damage to reputation, loss of data attributable to the Customer, cost of obtaining substitute services, nor for damages resulting from: (i) use of the Service not in accordance with the Agreement or its documentation; (ii) content, prices, quotes and documents drawn up by the Customer through the Platform; (iii) fault, negligence or omission of the Customer or of a third party; (iv) failure of the Internet, or of the Customer's hardware or software; (v) a force majeure event.

27.4. The above limitations and exclusions do not apply in the event of wilful misconduct or gross negligence by MOVYX, nor to personal injury, nor to any other liability that cannot be limited or excluded by law.

27.5. No action, whatever its nature, basis or form, may be brought by the Customer against MOVYX more than twelve (12) months after the occurrence of the event giving rise to it, this period constituting, as between the parties, a contractual adjustment of the limitation period within the meaning of Article 2254 of the French Civil Code.

27.6. The Customer is responsible for the use of the Service by its Users, for the lawfulness of the Customer Data and for compliance with the regulations applicable to its business. It indemnifies MOVYX against any third-party claim relating to the Customer Data or to its use of the Service.

Article 28 — Force majeure

28.1. Neither party shall be held liable for a breach of its contractual obligations resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code and the case law of the French courts.

28.2. The following in particular are treated as force majeure events, provided they display the characteristics thereof: natural disasters, fires, floods, epidemics and pandemics, armed conflicts, acts of terrorism, industrial action external to the parties, decisions of public authorities, widespread failures of energy or telecommunications networks, as well as cyberattacks of exceptional scale despite appropriate protective measures.

28.3. The affected party shall notify the other party as soon as possible. The obligations concerned are suspended for the duration of the event, the parties liaising to limit its effects. If the impediment continues beyond sixty (60) consecutive days, either party may terminate the Agreement by operation of law, without compensation on either side, the sums paid in advance for unused periods being refunded to the Customer.

Article 29 — Changes to the GTS

29.1. MOVYX may amend these GTS at any time, in particular to take account of legal, regulatory, technical or functional changes to the Service.

29.2. Any substantial amendment is notified to the Customer by e-mail and/or by notification in the Platform at least thirty (30) days before its entry into force, with the new version being made available.

29.3. If the Customer refuses the new version, it may terminate its Subscription before its entry into force, with effect at the end of the current period. In the absence of termination, continued use of the Service after the entry into force constitutes acceptance of the new version. For amendments requiring express acceptance, such acceptance is obtained under the conditions of Article 4.

29.4. The applicable version of the GTS is the version in force on the date of use of the Service, each version being identified by a number and a date. Previous versions are archived in accordance with Article 4.3.

Article 30 — General provisions

30.1. Entire agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement, correspondence or proposal relating to the same subject matter.

30.2. Severability. If any provision of the Agreement is held to be void, unlawful or unenforceable under any law, regulation or final court decision, it shall be deemed unwritten, the other provisions retaining their full force and effect. The parties shall endeavour to replace it with a valid provision having an equivalent economic effect.

30.3. No waiver. The failure of a party to rely on a breach by the other party shall not constitute a waiver of its right to rely on it at a later date.

30.4. Assignment. The Agreement is entered into intuitu personae with respect to the Customer, which may not assign or transfer it without MOVYX's prior written consent. MOVYX may freely assign or transfer the Agreement in the context of a reorganisation, a transfer of business or a transaction involving its share capital, provided that the assignee assumes all the obligations arising therefrom.

30.5. Subcontracting. MOVYX may freely use subcontractors for the performance of the Agreement, in compliance with Annex 1 as regards personal data, and remains liable to the Customer for the performance of its obligations.

30.6. Independence. The parties are independent contractors. The Agreement creates between them no relationship of subordination, partnership, mandate or agency.

30.7. Notices. Unless otherwise stipulated, any notice is validly given by e-mail to the Account's contact address for the Customer, and to contact@movyx.fr for MOVYX.

30.8. Language. The Agreement is drawn up in French, which prevails over any translation provided for convenience.

Article 31 — Governing law, amicable settlement and jurisdiction

31.1. The Agreement is governed by French law, to the exclusion of its conflict-of-laws rules and of the Vienna Convention on Contracts for the International Sale of Goods.

31.2. Amicable settlement. In the event of a dispute relating to the formation, validity, interpretation, performance or termination of the Agreement, the parties undertake to seek an amicable solution in good faith before bringing any legal action. The more diligent party shall notify the dispute to the other in writing; in the absence of agreement within thirty (30) days from such notification, each party regains its freedom of action. The parties may, by mutual agreement, refer the matter to a mediator or conciliator of their choice, the costs being shared equally unless otherwise agreed.

31.3. Jurisdiction. IN THE ABSENCE OF AN AMICABLE SETTLEMENT, ANY DISPUTE RELATING TO THE AGREEMENT SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF CANNES, OR ANY COURT SUBSTITUTED FOR IT, NOTWITHSTANDING MULTIPLE DEFENDANTS, THIRD-PARTY PROCEEDINGS OR URGENT PROCEEDINGS, INCLUDING SUMMARY PROCEEDINGS OR PROCEEDINGS ON APPLICATION.

Annex 1 — Data Processing Agreement (DPA)

A1.1. Purpose. This annex governs, in accordance with Article 28 of the GDPR, the processing of personal data carried out by MOVYX (processor) on behalf of the Customer (controller) in the course of providing the Service.

A1.2. Description of the processing.

A1.3. Obligations of MOVYX. MOVYX undertakes to: (i) process the data only on the documented instructions of the Customer, as embodied in the Agreement and the use of the Service's features, and inform the Customer if, in its opinion, an instruction infringes the regulations; (ii) ensure the confidentiality of the data and ensure that the persons authorised to process it are bound by an obligation of confidentiality; (iii) implement the technical and organisational measures referred to in Article 18; (iv) assist the Customer, insofar as possible and taking into account the nature of the processing, in responding to requests by data subjects to exercise their rights and in fulfilling its obligations under Articles 32 to 36 of the GDPR; (v) notify the Customer of any personal data breach as soon as possible and no later than forty-eight (48) hours after becoming aware of it, documenting its nature, its likely consequences and the measures taken; (vi) delete or return the data at the end of the Agreement in accordance with Articles 24 and 25; (vii) make available to the Customer the information necessary to demonstrate compliance with this annex and allow, at most once a year, subject to thirty (30) days' notice and at the Customer's expense, an audit that does not disrupt its operations, where applicable in the form of a questionnaire or a third-party audit report.

A1.4. Sub-processors. The Customer gives MOVYX general authorisation to engage sub-processors for hosting, payment, transactional e-mail sending and technical monitoring functions. The up-to-date list of sub-processors (in particular the hosting provider referred to in Article 17 and Stripe) is kept available to the Customer on request or published on movyx.fr. MOVYX informs the Customer of any intended change with thirty (30) days' notice, the Customer being entitled to raise legitimate objections; in the event of persistent disagreement, the Customer may terminate the Subscription with effect at the end of the current period. MOVYX imposes on its sub-processors obligations equivalent to those of this annex and remains fully liable to the Customer.

A1.5. Transfers outside the European Union. Customer Data is hosted within the European Union. Any transfer to a third country may only take place in compliance with Chapter V of the GDPR (adequacy decision, standard contractual clauses or other valid mechanism).

A1.6. Records and cooperation. MOVYX maintains a record of the categories of processing activities carried out on behalf of the Customer and cooperates with the CNIL upon its request.

Annex 2 — Service level commitments (SLA)

A2.1. Availability. MOVYX commits to a target monthly availability rate of the Platform of 99.5%, calculated as follows: (number of minutes in the month − minutes of unavailability attributable to MOVYX) / number of minutes in the month, excluding the exclusions referred to in A2.3.

A2.2. Service credits. If the monthly availability rate recorded is below the target, the Customer may request, in writing within thirty (30) days following the end of the month concerned, a service credit to be applied to a subsequent invoice:

Service credits are capped, for all causes combined, at 20% of the monthly fee per month and constitute the sole compensation due for unavailability. The reference monthly fee means the amount excluding VAT of the Subscription invoiced for the month concerned.

A2.3. Exclusions. Unavailability resulting from the following is excluded from the availability calculation: scheduled maintenance windows notified in accordance with Article 15.3; a force majeure event; a failure of telecommunications networks, or of the Customer's environment or equipment; non-compliant use of the Service; a suspension imposed pursuant to Article 13; a cyberattack of exceptional scale despite appropriate protective measures; or an express request by the Customer.

A2.4. Support priorities. Support requests are classified according to the following levels, with response targets on business days:

A2.5. The targets of this SLA do not apply during the Trial Period or to demonstration environments.

Annex 3 — Backup and reversibility policy

A3.1. Backups. MOVYX performs automated daily backups of the Platform's databases, retained on a rolling basis for at least thirty (30) days, as well as backups of the application infrastructure. Backups are stored in encrypted form in an environment separate from production, located within the European Union.

A3.2. Restoration. In the event of a major incident affecting production, MOVYX commits to the following targets, under a best-efforts obligation: a recovery point objective (RPO) of no more than twenty-four (24) hours, and a recovery time objective (RTO) of no more than twenty-four (24) business hours.

A3.3. Tests. MOVYX periodically carries out restoration tests to verify the integrity and usability of its backups.

A3.4. Reversibility. The export arrangements and the reversibility period are defined in Article 24 of the GTS. The standard export formats are open, structured and commonly usable formats (in particular CSV and Excel). Additional reversibility assistance is subject to a quotation in accordance with Article 24.3.

End of the General Terms of Sale and Use — MOVYX — Version 1.10

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