General Terms and Conditions of Sale

These General Terms and Conditions of Sale (hereinafter the "GTCS") constitute an agreement entered into between:

The Service Provider:

The company ENKLASK EUROPA SL, a company incorporated under Spanish law, registered under number B19979657, with its registered office at Avenida Diagonal #601, (08028) Barcelona, Spain, represented by Mr. Luc Baumelou, in his capacity as legal representative, (hereinafter the "Service Provider"),

And, the Client:

Any legal entity acting for professional purposes within the European Union, subscribing to the services offered by the Service Provider, (hereinafter the "Client").

The Service Provider and the Client shall each be referred to individually as a "Party" and collectively as the "Parties".

To facilitate the understanding of these GTCS, the following terms are defined as follows:

• "Agreement": refers to the contractual set comprising these GTCS, the special conditions and any related annex or contractual document.
• "Services": refers to the services provided by the Service Provider, consisting primarily of making available, by means of remote access, a SaaS software solution published by a third-party provider, together with associated services, in particular technical support at levels 1 and 2.
• "Solution": refers to the "Software as a Service" (SaaS) software platform that enables, in particular, real-time connection between users via audio and video communications, directly from a website or any other digital medium, published by a third-party provider and marketed by the Service Provider.
• "Licence": refers to the non-exclusive, non-transferable and time-limited right of use granted to the Client to access the Solution under the conditions set out in the Agreement.
• "Provider": refers to the third-party company that publishes the Solution, responsible in particular for its development, corrective and evolutionary maintenance, and certain higher-level technical support services.
• "Service Provider": refers to any person responsible for marketing, promoting and distributing licences for the VIDESK SaaS software to end clients. The Service Provider acts as an intermediary between the software publisher and the end users, ensuring in particular the sale, the making available and, where applicable, the support related to the use of the licences.
• "End Client": refers to the Client's end users who may access the Solution in the context of their activities.
• "Data": refers to all data, including personal data, transmitted, collected, processed or generated in the context of the use of the Solution, in particular identification data (name, email, telephone) and communication content (audio, video, screen sharing).
• "Confidential Information": refers to any information, of any nature (commercial, technical, financial, legal, etc.), communicated by one Party to the other in the context of the Agreement, in any form, and identified as confidential or whose confidential nature is obvious.
• "Seat": refers to the person who will connect each day to serve clients; it does not necessarily refer to the total number of employees.
• "Markets": The Parties have identified and defined three distinct markets within the affected territory, namely:
  1. The publishers market groups all companies whose main activity consists in developing software or media intended for companies whose main activity is client follow-up on behalf of third parties.
  2. The Business Process Outsourcing (BPO) companies market: comprises companies specialising in the provision of outsourced services, such as administrative management, accounting, customer support or other operational processes on behalf of other companies.
  3. The general companies market includes all other companies operating in the territory, regardless of their specific sector.

These GTCS are intended to define the conditions under which the Service Provider provides the Client, for consideration, with access to a SaaS software solution, as well as the associated services.

The Services offered by the Service Provider include in particular:

• Making the Solution, published by a third-party Provider, available by means of remote access, accessible via the internet;
• The granting of a limited, non-exclusive and non-transferable licence of use;
• Technical assistance services at levels 1 and 2;
• Where applicable, support services for the configuration and use of the Solution.

The Services are provided under the conditions defined in these GTCS, supplemented, where applicable, by special conditions, quotations or annexes.

In the event of a contradiction between these GTCS and any other contractual document, the special conditions duly accepted by the Parties shall prevail.

Any modification to the Services must be the subject of a written agreement between the Parties, formalised by means of an addendum.

Nature of the Services

The Service Provider offers licences for a "Software as a Service" (SaaS) software solution that enables, in particular, real-time connection between users via audio and video communications, directly from a website or any other digital medium.

The Solution enables in particular:

• The management of communication queues;
• Video conference connection between an end user and a Client representative;
• Screen sharing;
• The collection of prior identification information (such as name, email address or telephone number);
• The possibility, with the consent of the users concerned, to record communications.

The Service Provider acts as a distributor of the Solution, which is published, maintained and hosted by a third-party Provider (Videsk).

The artificial intelligence module is considered an additional value-added option, the cost of which is independent of the basic service. Its availability and conditions will be communicated in due course.

Access and Use Conditions

Access to the Solution is provided remotely, via an internet connection, in the form of a subscription.

The Service Provider makes available to the Client one or more user accounts, corresponding to the number of Licences subscribed.

The Client is solely responsible for:

• The use of the Solution by its users;
• The configuration of its services;
• Compliance with applicable regulations relating to its activities, in particular regarding personal data protection.

Technical Assistance

The Service Provider provides a technical assistance service at levels 1 and 2, relating in particular to:

• Assistance with configuring the Solution;
• The management of incidents related to standard use of the Solution.

Requests requiring more advanced technical intervention are referred to the Provider, who ensures higher levels of support (levels 3 and 4).

Deliverables

The Services do not involve, unless otherwise stipulated, the delivery of deliverables in the sense of specific developments or delivery of source code.

However, the following may be provided:

• Documentation elements;
• Training materials;
• Exchanges relating to technical assistance.

Timescales

As the Services are provided in SaaS mode, access to the Solution is opened, unless otherwise stipulated, within a reasonable time from the validation of the order and payment.

Technical Limitations

The Client acknowledges that:

• The Solution is based on complex technologies that require an internet connection;
• Its proper functioning depends on external technical factors (network, hardware, browsers, etc.);
• Certain functionalities, in particular those related to real-time communications, may be affected by the quality of the internet connection.

The order of priority of contractual documents is:

1. The annexes.
2. These GTCS.
3. The commercial proposal or quotation accepted by the Client.

In the event of a conflict between these documents, the one with the highest priority shall apply.

Pricing Terms by Market

Videsk licence prices vary according to the relevant market. The Client undertakes to pay the price indicated:

Publishers Market Rate

For this market, the Videsk product will be sold in the form of a multiple-use VIDESK licence with its source code partially encrypted and in "White Label" mode, i.e., without any reference to Videsk in the applications developed by the publisher. The selling price will depend on commercial negotiation with the relevant publisher(s).

Business Process Outsourcing (BPO) Companies Market Rate

Prices for this market correspond to a monthly value per floating licence without delivery of the source code. The sale may be made directly by the Service Provider or indirectly through an agent of the Service Provider.

General Companies Market Rate

Prices for this market take into account a monthly value per floating licence without delivery of the source code. The sale may be made directly by the Service Provider or indirectly through an agent of the Service Provider.

All prices are expressed exclusive of tax (excl. VAT). VAT and other applicable taxes will be added in accordance with current legislation.

Payment Terms

The Service Provider may offer end clients different payment terms (monthly, quarterly, annually).

Any special discount must be approved in advance by the Provider, in order to maintain a consistent pricing policy and avoid devaluation of the product in the market.

Price Validity and Review

Prices are valid for one year from the date of signing of this Agreement.

Prices may be adjusted annually in line with the current inflation rate in the European Union territory, as measured by the Harmonised Index of Consumer Prices (HICP) of the European Central Bank.

The price review is carried out each year in January and applies from 1 February of each calendar year, solely to sales of new products or renewals of existing contracts.

Penalties for Delay in the Performance of Services

The Service Provider undertakes to deliver the Product and contractual Services in accordance with the agreed timescales.

In the event of a significant delay in making the Product or Services available, the Service Provider may owe the Client a penalty calculated as follows:

• 0.5% of the amount excluding VAT of the Services affected per day of delay.
• Penalties capped at 10% of the total amount of the Agreement.

Exclusions from Penalties

Penalties do not apply in the event of:

• Client's default (e.g.: failure to validate, delay in communicating or providing the necessary information);
• Force majeure as defined in Article 18 of this Agreement.

Claims Procedure

The Client must notify any observed delay in writing and its request for penalties must be accompanied by the relevant supporting documents.

Invoicing of the Product by the Service Provider to its end clients will be based on the sales contracts concluded with them, and according to the prices indicated in those contracts.

The Service Provider will issue its invoices according to the payment method indicated in each sales contract.

In the event that an end client requests a payment period exceeding 60 days, the Service Provider must inform the Provider and obtain its authorisation.

Invoices must be paid within 30 days of their issue, by:

• Bank transfer.
• Cheque.
• Other agreed method.

In the event of late payment, interest shall accrue in accordance with the Spanish Commercial Code and Law 3/2004, calculated at the legal rate applicable in Spain, increased by 2 points, from the invoice due date, unless otherwise provided by law.

A flat-rate indemnity for recovery costs may also be applied in accordance with current legislation.

Fixed term: The agreement is entered into for an initial term of 12 months. It may be renewed by tacit agreement or by written agreement of the Parties, up to a maximum of 36 months (3 years), unless terminated early in accordance with the provisions of this Agreement.

The agreement may be terminated by either Party in the event of a material breach by the other Party, after a formal notice that has remained without effect for a period of 30 days.

The following are considered material breaches in particular:

• Non-payment of invoices at maturity following formal notice.
• Failure to comply with the essential obligations defined in this Agreement.
• Breach of confidentiality commitments.

Any termination must be notified by registered letter with acknowledgement of receipt.

Obligations of the Service Provider

The Service Provider undertakes to:

1. Provide the Services: Carry out the agreed services in compliance with professional standards, applicable regulations and the agreed timescales.
2. Ensure communication: Inform the Client of the progress of the Services at regular intervals and communicate without delay any difficulties encountered.
3. Dedicate resources: Assign qualified staff to the performance of the Services and designate a primary contact person for project follow-up.
4. Guarantee conformity: Deliver Deliverables that conform to the requirements of the Agreement and correct, at no additional cost, any non-conformity attributable to the Service Provider.
5. Respect confidentiality and intellectual property: Protect the Client's information and documents and ensure that the Deliverables do not infringe any third-party rights.
6. Ensure support: Provide, where necessary, follow-up or assistance to resolve issues related to the Services or Deliverables.

Obligations of the Client

The Client undertakes to:

1. Cooperate actively: Provide the Service Provider with all information, documents and access necessary for the proper performance of the Services.
2. Validate Deliverables: Examine and approve intermediate deliverables within the agreed timescales.
3. Respect financial commitments: Pay invoices within the timescales provided for by the Agreement.
4. Designate a contact person: Designate a competent representative to be the primary point of contact with the Service Provider.
5. Prevent obstacles: Promptly inform the Service Provider of any difficulties or modifications affecting the performance of the Services.
6. Respect confidentiality and rights: Ensure that the information provided to the Service Provider is lawful and protect the confidentiality of exchanges relating to the Services.

The Parties undertake to cooperate in good faith throughout the project. Any modification to the initial conditions will be discussed and agreed in writing between them before being applied.

Confidentiality Commitment

The Parties undertake to keep strictly confidential all information exchanged in the context of the Agreement. This information, referred to as "Confidential Information", includes in particular:

• Commercial, technical and financial data.
• Documents and reports related to the Services.

Confidential Information must:

1. Be protected with the same level of security as that applied to its own sensitive information.
2. Not be communicated to third parties without prior written agreement.
3. Be used solely for the performance of the Agreement.

Confidentiality obligations remain in force for a period of 5 years after the end of the Agreement, in accordance with Spanish legislation applicable to commercial contracts. This period may be extended if Spanish or European legislation so requires for certain types of sensitive information (e.g., financial, accounting or personal data).

Exceptions to Confidentiality

Information is not considered confidential if:

• It is already in the public domain.
• It has been lawfully obtained from a third party.
• It has been independently developed by one of the Parties.
• It must be disclosed pursuant to a legal obligation.

Limitation of Liability

The Service Provider is liable solely for direct damages caused by the improper performance of its contractual obligations. Total liability is limited to 100% of the total amount of the Agreement.

The Service Provider shall in no event be liable for indirect or immaterial damages, in particular:

• Loss of turnover, profit or earnings.
• Loss of data due to causes attributable to the Client.
• Reputational or image damage.
• Any financial loss resulting from the use of the Services.
• Interruptions to the provider's SaaS.
• Publisher errors.

Force Majeure

Neither Party shall be held liable in the event of delay or non-performance due to a force majeure event, as defined in the Civil Code. During the duration of the event, the affected obligations shall be suspended.

Content Generated by the Client

The Client holds the necessary rights over the content generated, within the limits of the Provider's rights and the licences granted. These rights do not relate to the software itself, its algorithms or the Service Provider's pre-existing technologies.

Software and Associated Technologies

The Provider retains full intellectual property ownership over the software, its algorithms and all associated technologies. No assignment of rights over these elements is granted to the Client.

Moral Rights

The Provider retains its moral rights over the software and over any original creations that may derive from it, in accordance with Intellectual Property Law.

Reference to the GCU

The terms of use of the software and the assignment of content generated by the Client are detailed in the General Conditions of Use (GCU) of the Videsk software, to which the Client adheres upon using the solution.

Prior Ownership

Each Party retains ownership of the rights it held prior to the entry into force of the Agreement. No provision of this Agreement may be interpreted as an implicit or explicit assignment of such rights.

Warranty Against Eviction

The Service Provider warrants to the end Client that:

1. The Videsk SaaS licences supplied do not infringe the intellectual property rights of third parties within the limits of its function as Service Provider.
2. This warranty covers only the rights that the Service Provider is legally in a position to warrant, in relation to the licence granted to the end Client.

In the event of a claim or dispute from a third party:

• The Service Provider undertakes to assist the end Client in its defence, within the limits of its contractual means;
• The Service Provider will liaise with the Provider for defence and compensation if the infringement results from the software itself or its components, in accordance with the contract between the Provider and the Service Provider;
• The end Client must immediately inform the Service Provider of any claim and cooperate reasonably in resolving the dispute.

The Service Provider and the Client undertake to comply with the applicable regulations on personal data protection.

The detailed terms relating to data processing are specified in the privacy policy.

The provisions relating to data security and the technical and organisational measures implemented by the Service Provider are also set out in the privacy policy.

Commitment of the Parties

Throughout the term of the Agreement and for a period of 12 months following its termination or expiry, each Party undertakes not to hire, directly or indirectly, a member of staff of the other Party who has participated in the performance of the Services.

Scope of the Commitment

This commitment covers:

1. Direct hiring under an employment contract.
2. Hiring as a self-employed person or consultant.
3. Any approach aimed at soliciting a member of staff.

Sanctions in the Event of Breach

In the event of a breach of this clause, the offending Party shall pay the other Party compensation equivalent to between one and three months of the gross remuneration of the staff member concerned. This compensation shall be due without prejudice to any other remedies or actions that the other Party may pursue.

Assignment of the Agreement

The Agreement is entered into intuitu personae and may not be assigned, in whole or in part, by either Party without the prior written consent of the other Party. Any assignment made in breach of this clause shall be considered null and void.

However, each Party may assign this Agreement to an affiliated entity or in the context of a merger, demerger or reorganisation, subject to prior notification to the other Party by registered letter with acknowledgement of receipt or any other written means allowing proof of notification, at least 30 days before the effective assignment.

Subcontracting

In all matters relating to subcontracting, the Parties shall refer to the DPA.

Notification

For notification of any assignment or subcontracting, the Parties shall refer to the DPA.

Definition

The Parties shall not be held liable for the non-performance or delay in the performance of their contractual obligations if this is caused by a force majeure event. The following are considered force majeure events in particular:

1. Natural disasters (floods, storms, earthquakes).
2. Armed conflicts, acts of terrorism or civil unrest.
3. General or sectoral strikes.
4. Pandemics or epidemics recognised by the competent authorities.
5. The absence of an internet network, whether at a local, regional or global level, for any reason whatsoever.
6. Any other unforeseeable, irresistible event beyond the control of the Parties.

Consequences

1. Suspension of obligations: In the event of force majeure, the obligations affected by the event shall be suspended for its entire duration.
2. Notification: The affected Party must inform the other Party in writing within 7 days of the occurrence of the event, describing its nature and its impact on the performance of the Agreement.
3. Resumption of obligations: The suspended obligations must resume as soon as the force majeure event ends, with a possible adjustment of the performance timescales.

Termination of the Agreement

If the force majeure event continues for more than 90 consecutive days, each Party shall have the right to terminate the Agreement by written notice, without any compensation being due. Any service already performed before the occurrence of the force majeure event shall remain due.

Seeking an Amicable Solution

In the event of a dispute relating to the interpretation or performance of the Agreement, the Parties undertake to seek an amicable solution before initiating any contentious proceedings.

Recourse to Mediation

If conciliation fails or no solution is reached within a period of three months, the Parties may agree to resort to mediation.

1. Choice of mediator: The Parties will jointly choose an independent and competent mediator.
2. Cost of mediation: Mediation costs will be shared equally between the Parties, unless otherwise agreed.
3. Non-binding nature: The mediator's recommendations are not binding on the Parties, unless they reach a formal agreement.

Freedom to Resort to Legal Action

In the absence of an amicable agreement or successful mediation, each Party regains its freedom of action and may refer the matter to the competent courts, as provided for in the jurisdiction clause.

These GTCS are drafted in French. In the event that they are translated into another language, only the French version shall be authoritative in the event of a dispute.

Applicable Law

This Agreement is governed by Spanish law.

The Parties expressly acknowledge that the place of performance of the Services is in Spain, at the Service Provider's registered office, the Services being provided remotely in SaaS mode.

Jurisdiction

In the event of a dispute relating to the interpretation, performance or validity of the Agreement, and in the absence of an amicable agreement or successful mediation:

1. Competent Court: The Parties grant exclusive jurisdiction to the courts of Barcelona, unless mandatory rules provide otherwise.
2. Exclusion of conflict of laws: The conflict of laws rules that could lead to the application of another legislation are expressly excluded.

Registered Office of the Parties

For the purposes of these presents, each Party establishes its registered office at the address indicated in the header of the Agreement or at any other address notified in writing to the other Party.

Notices

All notices, requests or communications between the Parties in the context of the Agreement must be made in writing and transmitted:

1. Authorised means:
   • By registered letter with acknowledgement of receipt.
   • By email with a read receipt request.
   • By any other written means agreed between the Parties.
2. Communication address: Notices must be sent to the addresses mentioned in the header of these presents or to the email addresses officially communicated by the Parties.
3. Effective date: A notice is deemed received:
   • On the date of signature of the acknowledgement of receipt for a registered letter.
   • On the date of read receipt confirmation for an email.

Change of Contact Details

Each Party must inform the other without delay of any change to its contact details. In the absence of an update, notices sent to the old address shall be deemed valid.

Severability of Clauses

If one or more provisions of the Agreement are declared null, invalid or unenforceable by a competent court, the remaining provisions shall remain in full force and effect.

The Parties undertake to replace the affected clause with a valid clause having an economic and legal effect as close as possible to the original intention.

Absence of Waiver

The fact that one of the Parties does not require the application of a clause or tolerates its temporary non-application shall not be interpreted as a definitive waiver of that right or obligation. Each Party retains the freedom to require compliance with contractual obligations at any time.

Principle of Reversibility

In the event of termination of the Agreement, whatever the cause, the Service Provider undertakes to facilitate the reversibility of the Client's data in order to enable the continuity of its activity or its migration to another provider.

The restitution of data, its integrity and its completeness are the responsibility of the Provider, publisher of the SaaS Solution, in accordance with the contractual conditions binding it to the Service Provider.

Commitments of the Service Provider

1. Provide the Client with the information and contacts necessary to request reversibility from the Provider.
2. Assist the Client in communicating with the Provider, if necessary, to organise the restitution or migration of data.

Obligations of the Client

1. Cooperate by providing the information and access necessary for the Provider to ensure reversibility.
2. Bear any costs invoiced by the Provider for the restitution or migration of data.

Timescales and Terms

The terms relating to reversibility (formats, timescales, duration of assistance) will be defined by the Parties within a reasonable time following the notification of the end of the Agreement.