Terms of Sale and Use

1.1. Identification. The Solution is published and provided by HOLOSCOPE, a French société par actions simplifiée with a share capital of €5,000, registered with the Limoges Trade and Companies Register under number 929 225 910, whose registered office is at 38 rue François Chénieux, 87000 Limoges, France ("Holoscope"). EU VAT number: FR77 929 225 910. Contact: legal@holoscope.ai.

1.2. Purpose. These Terms of Sale and Use (the "Terms") set out the conditions under which Holoscope provides its products and services to business customers (the "Customer"). They apply to every form of engagement offered by Holoscope, whatever the commercial model. They do not apply to consumers.

• Solution: the Holoscope platform, whether hosted (SaaS) or installed at the Customer's premises (On-Premise), including the "Holo" assistant, its interfaces, APIs and connectors. • Customer Data: all information, documents, texts, recordings and data provided by the Customer or its Users, together with the information about the Customer produced by means of the Solution from them. • Data Architecture: the way data is organised, structured, qualified, linked and used within the Solution, together with the related models, rules and settings. • Holoscope Technology: the Solution and everything that enables it to operate, independently of Customer Data: software, code, algorithms, Data Architecture, artificial intelligence model settings, documentation, methods and know-how. • Services: services provided in addition to or around the Solution, including set-up, pilots, process modelling, support and consulting. • Order Form: any document accepted by both parties that specifies the offer chosen by the Customer: order form, signed quote, accepted commercial proposal, special terms, or online subscription flow. • User: any person authorised by the Customer to access the Solution.

3.1. Acceptance. The Customer accepts these Terms when accepting an Order Form, creating an account, or subscribing online to an offer, including a free or trial offer.

3.2. Contractual documents. The agreement between Holoscope and the Customer (the "Agreement") consists of, in decreasing order of precedence: (i) the Order Form and any schedules specific to the ordered service, (ii) the data processing agreement ("DPA") as regards personal data, (iii) any confidentiality agreement signed between the parties, (iv) these Terms. In the event of conflict, the higher-ranking document prevails. The Order Form may therefore depart from any provision of these Terms, provided it does so expressly.

3.3. Customer terms. The Customer's general purchasing terms do not apply, unless Holoscope agrees in writing and subject to mandatory legal provisions.

3.4. Public information. Pricing and commercial information published by Holoscope (website, brochures, presentations) is indicative and only binds Holoscope once included in an Order Form.

4.1. Available models. Holoscope may offer, alone or combined: access to the Solution as SaaS; an On-Premise deployment; a pilot; a design partner programme; set-up or modelling services; support or consulting; options (guaranteed service level, enhanced support, additional features or volumes). The content, scope and duration of each offer are set out in the Order Form.

4.2. Pilots. A pilot is entered into for the duration and scope set out in the Order Form. Unless otherwise agreed, it ends automatically at the end of its term, without renewal. Any continuation is subject to a new Order Form.

4.3. Free access and trials. Any free access, trial or access under a design partner programme may be modified, suspended or discontinued by Holoscope at any time, without notice or compensation, unless the Order Form provides otherwise.

4.4. Experimental features. Holoscope may make available features identified as experimental, in testing or in preview. They are provided as is, without warranty or service level, and may be changed or withdrawn at any time.

4.5. On-Premise. For On-Premise deployments, installation, update and maintenance conditions and technical prerequisites are set out in the Order Form. The Customer is responsible for its infrastructure. The right of use ends with the Agreement, and the Customer then undertakes to uninstall the Solution.

4.6. Service deliverables. Services are performed on a best-efforts basis. Unless otherwise agreed, documents delivered to the Customer as part of the Services (reports, maps, recommendations) belong to the Customer upon full payment, except for the elements of Holoscope Technology they contain, for which the Customer receives a right of use for its internal purposes, without time limit.

5.1. Price components. Depending on the Order Form, the price may include one or more of the following: a flat fee (set-up, pilot, modelling); a recurring subscription; a price per User or per tier of Users; a price based on the volume of data generated or processed through the Solution; usage-based billing beyond an included volume; Services billed as a flat fee or per day; options.

5.2. Usage measurement. Where the price depends on volume or usage, it is measured by Holoscope's tools, whose records are authoritative unless the Customer demonstrates an error. The Customer may obtain the details on request.

5.3. Overages. Usage beyond the included volume is only billed if the Order Form sets an overage rate. Otherwise, Holoscope informs the Customer and the parties agree in writing on next steps before any additional billing. Holoscope endeavours to alert the Customer when it approaches the included volume.

5.4. Invoicing. Prices are in euros, excluding taxes. Invoices are sent electronically. Unless the Order Form provides otherwise: subscriptions are invoiced monthly, at the start of each month; usage and overages are invoiced monthly, at the end of the relevant month; flat fees and Services are invoiced upon order or according to the Order Form schedule.

5.5. Payment. Invoices are payable within thirty (30) days of their issue date, by card, SEPA direct debit or bank transfer, as set out in the Order Form. Where the Customer chooses card or SEPA direct debit payment, it authorises Holoscope, or its payment provider, to automatically charge the amount of each invoice on its issue date or, for SEPA direct debit, on the due date shown on the invoice. No discount is granted for early payment.

5.6. Late payment. Any late payment automatically incurs, without prior reminder, penalties equal to three (3) times the French statutory interest rate, plus a fixed recovery fee of €40. If an amount remains unpaid fifteen (15) days after a written reminder, Holoscope may suspend access to the Solution until full payment.

5.7. Price changes. For an Agreement without commitment, Holoscope may change its prices by giving the Customer at least one (1) month's written notice; the Customer may then terminate before the new price takes effect. For an Agreement with a commitment, recurring prices may be revised on each anniversary date using the formula P1 = P0 × (S1 / S0), where P0 is the current price, S0 the SYNTEC index at signature (or at the last revision) and S1 the latest SYNTEC index published at the revision date.

6.1. Effective date. The Agreement takes effect on the acceptance date under section 3.1, or on the date stated in the Order Form.

6.2. Default: no commitment. Unless the Order Form provides otherwise, the Agreement is entered into for an indefinite term. Either party may terminate it at any time by simple email to the other party, with one (1) month's notice. Amounts due until the end of the notice period remain payable. Amounts already invoiced for a period that has started are not refunded.

6.3. With commitment. Where the Order Form sets a commitment period, the Customer may not terminate the Agreement before its end, except for breach by Holoscope under section 6.4. If the Customer terminates early, the amounts due until the end of the commitment remain payable. Unless the Order Form provides otherwise, the Agreement continues after the commitment period for an indefinite term, under section 6.2.

6.4. Termination for breach. If a party commits a material breach that is not remedied within thirty (30) days of a written notice, the other party may terminate the Agreement by operation of law, without prejudice to any damages it may claim.

6.5. Suspension. Holoscope may immediately suspend all or part of the access to the Solution in the event of a breach of sections 7 or 8, or of use that endangers the security of the Solution or of other customers, informing the Customer as soon as possible.

7.1. Account and Users. The Customer provides accurate information when creating its account and keeps it up to date. It is responsible for the access rights it grants, for the confidentiality of credentials, for its Users' compliance with these Terms and for all activity carried out under its account.

7.2. Acceptable use. The Customer shall not use the Solution unlawfully, compromise its security, integrity or operation, access it by any means other than the interfaces and APIs provided by Holoscope, or upload content it has no right to use.

8.1. Customer Data. The Customer remains the owner of Customer Data. For the term of the Agreement, it grants Holoscope the right to host, process, analyse and display Customer Data to the extent necessary to provide the Solution and the Services, and to improve the Solution strictly within the limits of section 9.

8.2. Holoscope Technology. Holoscope is and remains the sole owner of all rights in Holoscope Technology, including the Data Architecture, including where it was created, adapted or enhanced in the course of performing the Agreement or from the Customer's use of it. The Agreement does not transfer any rights in Holoscope Technology to the Customer.

8.3. Right of use. For the term of the Agreement, Holoscope grants the Customer a personal, non-exclusive and non-transferable right to use the Solution for its internal purposes, within the limits of the Order Form. This right ends automatically when the Agreement ends and is suspended if access is suspended. Any use for the benefit of third parties must be expressly authorised in the Order Form. This right does not include any right to reproduce, adapt, translate, analyse, extract or reuse Holoscope Technology, in whole or in part and by any means whatsoever, or to use it to design a comparable product or service. The Customer shall not remove or alter any proprietary notice on the Solution. All rights not expressly granted are reserved.

8.4. Feedback. Ideas, suggestions and feedback about the Solution provided to Holoscope by the Customer or its Users may be freely used by Holoscope to develop the Solution, without compensation or obligation, provided no confidential information of the Customer is disclosed.

8.5. Know-how. Holoscope may freely reuse the general knowledge, methods and lessons learned in performing the Agreement, provided it never discloses Customer Data or any information identifying the Customer or its Users.

8.6. Survival. Sections 8.2 to 8.5 survive the end of the Agreement, for whatever reason.

9.1. No model training. Holoscope strictly refrains from using Customer Data to train, pre-train or adjust the statistical parameters of any machine learning model, including any language model, whether developed by Holoscope or by a third party. Holoscope only uses artificial intelligence model providers that contractually commit not to use such data for these purposes. The following do not constitute training within the meaning of this section: (i) processing necessary for the operation of the Solution, such as indexing, searching or analysing Customer Data to respond to the Customer's requests; (ii) the evolution of the Data Architecture and other elements of Holoscope Technology, which falls under the service improvement provided for in section 9.2.

9.2. Service improvement. The use of the Solution by the Customer and its Users serves only to provide and improve the Solution and the Services offered by Holoscope (quality of answers, reliability, usability, performance). Lessons learned are used in aggregated, pseudonymised or anonymised form, in accordance with the DPA. Customer Data itself is never disclosed or made accessible to another customer or to any third party, other than sub-processors necessary to provide the Solution.

9.3. AI-generated output. The Solution relies on artificial intelligence technologies whose output may be incomplete or inaccurate. It is a decision-support tool and does not replace the Customer's judgement; the Customer remains solely responsible for its decisions and for checking outputs before any significant use.

10.1. During the Agreement. The Customer may at any time, under reasonable conditions, obtain a copy of Customer Data in a standard, readable format, the form of which is determined by Holoscope.

10.2. Scope. The return covers Customer Data. It does not include Holoscope Technology.

10.3. End of the Agreement. The Customer may request a final return within thirty (30) days after the end of the Agreement. After that period, Holoscope deletes Customer Data from its systems, unless retention is required by law. Any reversibility assistance beyond this return (migration, transfer to a third party, training) is billed as a Service.

11.1. Best efforts. Holoscope provides the Solution with the care reasonably expected of a professional. Unless the Order Form provides otherwise, the Solution is provided as is and Holoscope guarantees neither uninterrupted or error-free operation nor any availability rate. Interruptions may occur, in particular for maintenance; Holoscope endeavours to notify the Customer of scheduled maintenance.

11.2. Guaranteed service level. Availability rates, response times or service credits only apply if expressly set out in the Order Form.

11.3. Support. Support is available by email at contact@holoscope.ai, on business days, during the hours indicated by Holoscope.

11.4. Changes. Holoscope freely determines the features and presentation of the Solution and continuously develops it, provided it does not remove without notice an essential feature expressly set out in the Order Form.

Holoscope implements appropriate technical and organisational measures to protect the Solution and Customer Data against loss, alteration and unauthorised access, including encryption of communications, access control and data backups. These measures are described in the DPA. Any security incident may be reported to security@holoscope.ai. Holoscope informs the Customer of any personal data breach affecting it as provided in the DPA and the GDPR.

13.1. On behalf of the Customer. For personal data processed on behalf of the Customer, the Customer acts as controller and Holoscope as processor within the meaning of Regulation (EU) 2016/679 (GDPR). The conditions of such processing (purposes, security measures, sub-processors, data location) are set out in the DPA, provided to the Customer on request at privacy@holoscope.ai. The Customer warrants that the data it provides is lawful and that it has informed the data subjects, in particular its employees who are interviewed or use the Solution.

13.2. On its own behalf. Processing carried out by Holoscope on its own behalf (account management, customer relationship, invoicing) is described in its privacy policy, available at https://holoscope.ai/privacy-policy.

Each party keeps strictly confidential the non-public information received from the other party (including Customer Data, Holoscope Technology, commercial terms, technical or strategic information) and uses it only to perform the Agreement. This obligation applies during the Agreement and for five (5) years after it ends. It does not apply to information that is public, already known to the receiving party, or whose disclosure is required by law or by an authority.

15.1. Holoscope is bound by a best-efforts obligation and is only liable for damage caused by a proven fault.

15.2. Holoscope's total liability under the Agreement, for all causes combined, is limited to direct damage and capped at the amounts actually paid by the Customer in the twelve (12) months preceding the event giving rise to the claim. Indirect damage is excluded, including loss of revenue, profit, opportunity, data or reputation.

15.3. The parties acknowledge that this cap has been taken into account in setting the price, reflects the allocation of risks freely negotiated between them and does not deprive Holoscope's essential obligation of its substance.

15.4. For free access, trials and experimental features, Holoscope's liability is excluded to the fullest extent permitted by law.

15.5. These limitations do not apply in the event of gross negligence or wilful misconduct, or where the law prohibits them.

Neither party is liable for a failure caused by a force majeure event within the meaning of Article 1218 of the French Civil Code, including natural disasters, armed conflict, decisions of public authorities, strikes, or major network or infrastructure outages, including at a hosting or artificial intelligence provider, beyond its control. If the event lasts more than sixty (60) days, either party may terminate the Agreement in writing, without compensation.

The Customer shall not hire or engage, directly or indirectly, any Holoscope employee who took part in performing the Agreement, during the Agreement and for twelve (12) months after it ends. In the event of breach, the Customer shall pay Holoscope compensation equal to twelve (12) months of the employee's last gross salary.

Unless the Order Form provides otherwise, the Customer authorises Holoscope to use its name and logo as a customer reference. The Customer may withdraw this authorisation at any time by simple email; Holoscope then ceases any new use within a reasonable time.

Holoscope may use subcontractors to perform the Agreement, while remaining responsible for their services towards the Customer. Either party may assign the Agreement to a company taking over all or part of its business, by informing the other party in writing.

Holoscope may amend these Terms. Material changes are notified to the Customer by email or within the Solution and apply to ongoing Agreements one (1) month after notification. A Customer who rejects them may terminate the Agreement before that date; the previous version then continues to apply until the Agreement ends. For Agreements with a commitment, the version in force at signature continues to apply until the end of the commitment period.

21.1. Notices. Notices under these Terms are given in writing by email, to the address stated in the Order Form or, failing that, to the address used in the latest invoice, offer or substantive correspondence between the parties. Notices to Holoscope may always be sent to legal@holoscope.ai. A notice is deemed received on the date it is sent, unless a delivery failure message is returned.

21.2. Miscellaneous. If any provision is held invalid, the others remain in force. A party's failure to enforce a breach does not waive its right to do so later.

The Agreement is governed by French law. In the event of a dispute, the parties shall seek an amicable solution for thirty (30) days from written notice of the dispute. Failing that, any dispute relating to the validity, interpretation or performance of the Agreement falls within the exclusive jurisdiction of the Paris Commercial Court, or of the court exercising its powers on the date of the action, notwithstanding multiple defendants or third-party claims.

The French version of these Terms prevails in the event of any discrepancy with this translation.