This document is an English translation of the French version set out above, provided for information purposes only. In the event of any discrepancy or inconsistency between the two versions, the French version shall prevail.

the Company: WeSteer.biz SAS (NACR), a simplified joint‑stock company with a share capital of €1,000, registered with the Paris Trade and Companies Register under number 948 909 502, having its registered office at 14 avenue de l’Opéra, 75001 Paris, France, intra‑Community VAT number FR66 948909502, principal declared activity: software publishing and computer programming, publisher of Microsoft Dynamics 365 solutions and Microsoft partner, contact: hello@westeer.io, hereinafter “WeSteer” or the “Company”.

These GTC govern access to the WeSteer offerings and services subscribed to, in particular via the westeer.biz platform, by any Microsoft partner acting under the partner agreement entered into with WeSteer.

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ARTICLE 1 – GENERAL PROVISIONS AND DEFINITIONS

1.1 Purpose and enforceability

These General Terms and Conditions of Sale and Services (hereinafter the “GTC”) govern all sales, orders and services of any nature whatsoever entered into by the Company in connection with its software publishing activity, namely the grant of the right to use and distribute its Solutions published on the Microsoft Dynamics 365 platform and made available in the form of a Subscription, together with the associated Services (configuration, integration, data migration, training, support and consulting), for the benefit of any Microsoft partner subscribing to those offerings under the partner agreement entered into with WeSteer (hereinafter the “Partner” or the “Client”). These GTC are deemed fully accepted by the Client, without reservation or restriction, as soon as the Client subscribes to a Subscription or requests the Solutions or services (hereinafter the “Services”) of the Company, irrespective of the form, date and manner of the Order (online subscription on the westeer.biz platform, quotation, purchase order, written or verbal order, or invoice issued without a prior quotation or purchase order). Acceptance of the GTC is obtained electronically upon subscription, prior to first access and thereafter upon each new version; time‑stamped and retained by WeSteer together with the identifier of the user who gave it and the reference of the version accepted, such acceptance evidences the Client’s consent under articles 1366 and 1367 of the French Civil Code.

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1.2 Definitions

For the purposes of these GTC:

“Order”: any purchase or service order, whether or not validated by a quotation or purchase order, which may be placed in handwritten or electronic form, or arise from a written or oral communication, entitling the Company to invoice.

“Agreement”: these GTC and/or any quotation, purchase order or invoice referring to them, signed or deemed accepted by the Client.

“Client” or “Partner”: any professional co‑contracting party, legal entity or individual, holding Microsoft partner status and acting under the partner agreement entered into with WeSteer, which subscribes to a Subscription, requests or consumes the Company’s Solutions and Services, whether for its internal needs or with a view to making them available to its own end clients under the conditions of article 5.

“Services”: all services provided by the Company in support of the Solutions, including configuration, integration, data migration, training, second‑level support, corrective and evolutive maintenance and consulting.

“Price”: any sum payable by the Client for the performance, supply and/or delivery of the Services or Products originating from the Company.

“Invoice”: any document issued by the Company, whether further to a Quotation or purchase order or in the absence thereof, setting out the Services supplied and the total amount payable by the Client.

“Solution”: the software solution or solutions published by WeSteer on the Microsoft Dynamics 365 platform and made available in the form of a Subscription. The Solution or Solutions, together with their Documentation, constitute the Software Package.

“Software Package”: all functionalities of one or more Solutions and their Documentation, designed to be supplied to several users for the same use, together with their updates.

“Subscription”: the right to access and use the Software Package granted for a fixed, renewable term, invoiced periodically and subscribed to by the Client, in particular via the westeer.biz platform.

“Service”: the combination of access to the Software Package made available by WeSteer under a Subscription and the Services accompanying it.

“Documentation”: the description of the functionalities and the user manual of the Software Package, supplied in electronic form in the French language. Any other documentation is excluded from the contractual scope, in particular commercial and training documentation, as well as any documentation, publication, demonstration or communication of Microsoft or of any third party relating to Microsoft Dynamics 365.

“Extension”: any module or set of customised functionalities added to the Software Package. An Extension is deemed “approved” where it has been the subject of prior written validation by WeSteer or where it is published on Microsoft’s AppSource marketplace. Any other Extension is deemed not approved.

“Defect”: a malfunction of the Software Package, reproducible by the Client, preventing its use in accordance with the Documentation. “Malfunction”: any difficulty in accessing the Software Package.

“Authorised User”: the person designated by the Client within its organisation as WeSteer’s sole point of contact for requests relating to access rights, configurations and Extensions.

“Affiliate”: any entity controlled by the Client, the term “control” being understood within the meaning of article L. 233‑3 of the French Commercial Code.

“End Client”: any individual or legal entity to which the Client makes the Solution available, within the limits of the rights granted to it under article 5, and which operates it for its internal management needs.

“Microsoft Customer Agreement”: the agreement entered into between the Client, or its End Client, and Microsoft, in its version in force, including its general terms, the data protection addendum, the Product Terms and the service level agreements incorporated therein by reference. WeSteer is not a party to that agreement, controls neither its content nor its evolutions and assumes no obligation under it.

“Additional Terms”: all specific terms and conditions offered by WeSteer and applicable to a particular Order, which may relate in particular to licensing arrangements, use restrictions, pricing conditions, additional services or any other provision supplementing or amending these GTC.

“Purpose of Use”: first, the functionalities of the Software Package provided for in its Documentation and, second, the conditions governing the exercise of the right of use granted by WeSteer.

“Distributor”: an undertaking under contract with WeSteer whose business consists in selling the Solution and WeSteer services to an end client, being a user of WeSteer.

“Reserved Rights”: WeSteer reserves all rights not expressly granted under these GTC. The Software Package and the Documentation are protected by copyright and intellectual property laws and international treaties. No other right is granted or implicitly conferred by way of waiver or estoppel. The rights to access the Software Package or to use the Software Package on a device do not authorise the Client, the Distributor or the End Client to exploit patents belonging to WeSteer or any other item of WeSteer’s intellectual property in the device itself or in other software or devices.

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1.3 Updates and successive versions

These GTC constitute the version in force and are liable to change. Any subsequent update is deemed accepted by the Client for any new transaction, save for reasoned objection within ten (10) days of notification or of publication on the Company’s website.

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1.4 Contractual documents and pass‑through to End Clients

In the event of conflict, the descending order of precedence is as follows: (i) the Additional Terms and the Quotation accepted by the Client; (ii) these GTC; (iii) the partner agreement entered into between the Client and WeSteer as regards provisions not reproduced herein; (iv) the agreement entered into between the Client and its End Client. The Microsoft Customer Agreement remains extraneous to these GTC: WeSteer is not a party to it, controls neither its content nor its evolutions and assumes no obligation under it.

Where the Client makes the Solution available to an End Client, it undertakes to bring to that End Client’s attention the provisions of these GTC relating to the scope of the rights granted, the technical protection measures, liability and data protection, and to obtain its acceptance prior to any access. The Client gives an undertaking as guarantor of such acceptance within the meaning of article 1204 of the French Civil Code, retains evidence thereof and provides it to WeSteer on simple request.

The Client warrants and indemnifies WeSteer against any claim, action, award, costs and fees resulting from failure to communicate these GTC to the End Client, from failure to obtain its acceptance, or from any statement by the Client exceeding these GTC or the scope described in the Documentation.

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1.5 Changes to conditions imposed by upstream suppliers

The Client is informed that Microsoft and other upstream suppliers may unilaterally amend their contractual terms, their data protection terms, their service level agreements, their product terms and their technical prerequisites. WeSteer is entitled to pass such amendments through to these GTC, to the Additional Terms and to the scope of the Software Package, subject to sixty (60) days’ prior notice, the amendment taking effect upon renewal of the current Subscription period. Where the amendment passed through is substantially unfavourable to the Client, the Client may decline renewal by written notice before the end of the current period, to the exclusion of any other compensation.

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ARTICLE 2 – ORDERS AND ISSUANCE OF INVOICES

2.1 Validation of Orders

Any Order, whether in the form of an online subscription on the westeer.biz platform, a dated and signed quotation, a purchase order, or even a simple written or verbal request approved by the Company, constitutes the Client’s firm and irrevocable consent.

The Company reserves the right to refuse any Order where the Client’s financial position or the content of the request appears incompatible with the Company’s legitimate interests, without this giving rise to any compensation for the Client.

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2.2 Invoicing without a quotation or purchase order

By express derogation, the Company is authorised to issue an Invoice without a prior quotation or purchase order, in particular in the following cases:

Established urgency, for which the Client has expressly requested the Company’s intervention, including by any means of correspondence (email, telephone call, etc.);

Additional Services, minor corrections, maintenance interventions, unforeseen travel or consulting fees, etc.;

Orders placed verbally or tacitly renewed.

In all cases, the Invoice so issued shall be deemed validated and payable on first demand as from its date of issue, unless otherwise notified by the Company to the Client.

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2.3 Amendment or cancellation

No amendment or cancellation may take place without the Company’s written consent. In the event of unilateral termination by the Client, sums already committed or costs already incurred remain payable to the Company by way of lump‑sum compensation.

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ARTICLE 3 – PRICES AND PAYMENT TERMS

3.1 Prices – Taxes – Revision

Prices are stated in euros, exclusive of tax, and increased by VAT at the rate in force at the time of invoicing.

Rates may be revised for each new order or annually, subject to written notice to the Client at least one (1) month before the new price list takes effect.

The prices stated do not include travel expenses, which will be invoiced at actual cost. Such expenses shall be subject to a flat‑rate surcharge of 5% in respect of the time and care involved in their administrative processing.

No discount is granted for early payment.

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3.2 Invoicing

The Company may issue an Invoice:

Upon actual performance of the Service or delivery of the Product;

By stage or milestone defined in a quotation or purchase order;

Monthly, in arrears or in advance as the case may be;

Monthly, in advance, on the basis of the statement of active Subscriptions and Microsoft licences as at the date the Invoice is drawn up;

Upon receipt with no payment period;

By prepayment for the coming month (or period), where a subscription or an advance package is agreed.

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3.3 Payment due date

Save for the specific regimes provided for in articles 3.7 and 3.8, and unless otherwise stated on the Invoice or the Quotation, payment must be made before the 5th of the month following the date of issue of the Invoice, the Client being required to organise itself so that this deadline is strictly complied with. In the event of prepayment, payment must be made before the Services for the following month are made available.

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3.4 Means of payment

The Client may pay its Invoices by:

Cash (within the limits permitted by law),

Payment card (Carte Bleue, Visa, Mastercard, etc.),

Bank transfer to the Company’s account (bank details/IBAN shown on the Invoice),

B2B direct debit mandate (SEPA),

Any other means agreed in writing (e.g. certified cheque).

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3.5 Late payment or non‑payment

In the absence of payment on the due date, late‑payment interest calculated at three times the statutory interest rate shall become payable automatically and without reminder. In addition, a fixed indemnity of forty (40) euros excluding tax for recovery costs shall be payable in accordance with article L.441‑10 of the French Commercial Code.

In the event of a rejected direct debit, a fixed penalty of forty (40) euros excluding tax shall likewise be applied by way of administrative processing costs and compensation for bank charges.

The Company reserves the right to suspend performance of the Services in progress and/or to terminate the Agreement on grounds attributable to the Client.

3.6 Disputes

Any dispute as to the amount or nature of the Invoice must be raised in writing within a maximum period of five (5) business days from receipt of that Invoice, failing which the Invoice is presumed accepted.

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3.7 Recurring services and subscriptions

For Services supplied by way of subscription or on a recurring basis, payment is made exclusively, as elected in the Quotation or the Special Conditions, by online payment (payment card via the Company’s secure payment platform) or by business‑to‑business SEPA direct debit mandate (SEPA B2B). The Client undertakes to set up that means of payment upon subscription, to keep it valid throughout the term of the subscription and to provide the Company with the necessary information (bank details, signature of the mandate).

By derogation from article 3.3, payment is made in advance, each instalment covering the forthcoming period (monthly or such other agreed period) in advance. The direct debit or online payment takes place on the 5th of each month — or the first following business day where the 5th is not a business day — in respect of the period then commencing. Recurring Services are made available only after actual collection of the corresponding instalment.

By signing a SEPA B2B direct debit mandate, the Client, acting in its professional capacity, expressly acknowledges that it does not benefit from the right to a refund of an authorised direct debit, in accordance with the rules of the business‑to‑business SEPA scheme. It is responsible for promptly providing its bank with the references of its mandate so as to authorise future direct debits.

Any rejected direct debit, insufficient funds or revocation of the mandate renders all sums due immediately payable and entitles the Company to suspend access to the Services, under the conditions provided for in articles 3.5 and 8.2.

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3.8 One‑off Services and other Invoices

For Services which do not fall within a subscription or a recurring service within the meaning of article 3.7, payment is made by bank transfer on the due date stated on the Invoice or the Quotation and, in any event, no later than thirty (30) net days from the date of issue of the Invoice. The Client undertakes to schedule its transfer so that the funds are received by the Company no later than that due date. This period complies with the statutory ceiling set by article L.441‑10 of the French Commercial Code.

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ARTICLE 4 – PERFORMANCE OF THE SERVICES – TIMESCALES

4.1 Obligations of the Company

The Services are performed under an obligation of means (obligation de moyens). The Company deploys the necessary skills to deliver a result complying with the agreed specifications. Timescales announced are indicative only, unless a firm date is expressly stated on the Purchase Order or Quotation.

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4.2 Unforeseen events and delays

Any delay on the Company’s part, where justified by an external cause (force majeure, delay attributable to the Client, etc.), shall not give rise to any right of termination or compensation.

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4.3 Client’s cooperation

The Client undertakes to provide the Company with all information necessary for the proper performance of the Services. The Client remains solely responsible for the accuracy and completeness of the items, data and documents that it supplies.

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4.4 Scope of the Service and dependency on Microsoft Dynamics 365

The Software Package is a standard solution published by WeSteer on the Microsoft Dynamics 365 platform. The Client acknowledges and accepts that WeSteer, in its capacity as publisher, freely determines the functional scope of the Software Package and may accordingly restrict, disable, adapt, replace or remove all or part of the native functionalities of Microsoft Dynamics 365, in particular on grounds of functional consistency, security, integrity of the Solution or compliance with Microsoft’s requirements.

The scope of the Service is exclusively defined by the Documentation. WeSteer gives no warranty of equivalence or functional parity with the standard version of Microsoft Dynamics 365. The unavailability, restriction or adaptation of a native Microsoft Dynamics 365 functionality not described in the Documentation constitutes neither a Defect, nor a Malfunction, nor a failure of conformity of the Service, and gives rise to no compensation, price reduction, refund or termination.

Supply of the Software Package presupposes that the Client, or its End Client, holds the required Microsoft subscriptions and licences, subscribed to under its sole responsibility pursuant to the Microsoft Customer Agreement. Any unavailability, change, restriction or interruption attributable to Microsoft or to its platform is extraneous to WeSteer’s obligations and cannot engage its liability.

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4.5 Maintenance, updates and support

WeSteer provides corrective and evolutive maintenance of the standard Software Package and makes its updates available to the Client. Such maintenance does not include Extensions, the compatibility and maintenance of which in the light of Microsoft and WeSteer updates remain the responsibility of the party that developed them.

First‑level support to End Clients is provided by the Client. WeSteer provides second‑level support to the Authorised User alone, under the service levels, response times and arrangements defined in the Quotation or the Additional Terms.

WeSteer may develop the Software Package, its versions and its technical prerequisites. The Client is responsible for maintaining its own environment, and for having its End Clients’ environments maintained, in accordance with the compatibility conditions described in the Documentation.

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ARTICLE 5 – INTELLECTUAL PROPERTY AND LICENCES

5.1 Pre‑existing items of the Company

The Company remains the exclusive owner of its patents, copyright, trade marks, logos, trade secrets, code, models, tools, methods and know‑how and, more generally, of all intellectual property rights pre‑dating or separate from the order.

5.2 Deliverables and assigned rights

Deliverables produced specifically for the Client in performance of the order may be the subject of a total or partial assignment of intellectual property rights, if and only if that assignment is expressly stated in the Quotation or the Special Conditions, defining the scope, duration, territory and any additional royalties. Failing that, the Company grants only a non‑exclusive licence of use, within the limits agreed for the purpose of the Service.

5.3 Third‑party software

Where the Company integrates, configures or recommends third‑party software, the licence terms of the third‑party publisher apply. The Client must strictly comply with the terms of those licences and indemnifies the Company against any claim relating to their breach.

5.4 Retention of title

By express derogation and notwithstanding any provision to the contrary, the transfer to the Client of title to the Products delivered and, where applicable, the assignment of intellectual property rights in the Deliverables provided for in article 5.2, are suspended until full payment of the Price by the Client, in principal, costs, penalties and ancillary amounts. Full payment means the actual collection of all sums due under the Agreement.

Until full payment:

• the Client benefits only from a precarious, personal, non‑exclusive and non‑transferable right of use of the Deliverables and Products concerned, to the exclusion of any right of reproduction, adaptation, assignment, sub‑licensing, commercialisation or definitive deployment into production;

• the Company may, after formal notice has remained without effect, require the return or immediate cessation of use of the unpaid Deliverables and Products, without prejudice to any other course of action or damages, and without the Client being entitled to any compensation;

• the Client shall not assign, transfer, pledge or create any security interest over Deliverables and Products not paid for in full, and undertakes to inform the Company without delay of any seizure or third‑party claim relating to them.

Notwithstanding this retention of title, the risks relating to the Products and Deliverables pass to the Client upon their delivery or provision, the Client assuming from that moment their custody, preservation and, where applicable, insurance.

5.5 Scope of the rights granted in the Software Package

The Client holds no rights in the Software Package other than those expressly provided for in these GTC. WeSteer grants to it, for the term of the Subscription subscribed to only and subject to full payment of the Price, a limited, personal, non‑exclusive, non‑assignable and non‑transferable right to access and use the Software Package and, where the Additional Terms so expressly provide, the right to make the Solution available to its End Clients for their internal management needs, within the limits of the rights acquired and the number of users subscribed for.

Use of the Software Package is strictly circumscribed: it must comply with these GTC, the Purpose of Use of the Software Package and the requirements of the Documentation; it is limited to the internal needs of the Client, its Affiliates and its declared End Clients, exclusively by their employees, to the exclusion of any third party; and it must be carried out by qualified personnel who have received appropriate training.

Any unauthorised use constitutes infringement within the meaning of article L. 335‑3, paragraph 2, of the French Intellectual Property Code. In particular, the Client may not, without WeSteer’s prior written consent: represent, distribute or commercialise the Solution outside the scope granted, whether free of charge or for consideration; use the Solution or its Documentation to design, produce, distribute or commercialise a similar, equivalent or substitute service or software package; make the Software Package or its Documentation available to a third party by way of rental, assignment, loan or outsourcing; or carry out any decompilation, disassembly or reverse engineering outside the cases legally mandated.

The Client undertakes to inform WeSteer without delay where the number of users, End Clients or environments exceeds the thresholds subscribed for. An additional royalty is then payable at the rate in force. WeSteer reserves the right to implement automated tools to monitor the number of licences actually used.

The distribution channel is organised on a single tier. The Client may not sub‑distribute the Solution, appoint a secondary reseller, grant sub‑licences in cascade, or involve any intermediary in making the Solution available to its End Clients. The rights granted to the End Client may in no event exceed those resulting from these GTC and from the Terms of Use of the Solution, acceptance of which is obtained under the conditions of article 1.4. Where the Client is also a WeSteer distributor under a separate distribution agreement, the provisions of that agreement prevail over these GTC as regards resale of the Solution.

5.6 Reserved Rights

WeSteer reserves all rights not expressly granted under these GTC. The Software Package and the Documentation are protected by copyright and intellectual property laws and international treaties and remain the exclusive property of WeSteer, whatever their form, programming language, medium or the language used. No other right is granted or implicitly conferred by way of waiver or estoppel; the rights of access or use do not authorise the Client to exploit WeSteer’s patents or any other item of WeSteer’s intellectual property in other software or devices. The Client shall preserve in good order all proprietary and copyright notices appearing on the Software Package and the Documentation, and reproduce them on any authorised copy.

The “WeSteer” trade mark (French word mark, INPI no. 4961590, classes 35 and 42) and WeSteer’s logos may be used by the Client only in connection with the promotion of the Solutions subscribed to, in accordance with any usage rules communicated by WeSteer and without alteration. Any other use requires WeSteer’s prior written consent.

5.7 Microsoft licences and third‑party technologies

WeSteer Solutions rely principally on Microsoft licences, which are inseparable from WeSteer licences. The Client accepts that certain functionalities of Microsoft products may be limited, removed or controlled as a result of the installation of the Solution, and that direct access to or modification of WeSteer data by other solutions, including Microsoft solutions, may be restricted. WeSteer informs the Client in advance of known functional restrictions.

Restricted or “runtime” licences made available by third‑party publishers confer a right of use limited exclusively to the WeSteer Software Package with which they were commercialised. The Client strictly complies with the terms of those licences, ensures compliance by its Affiliates and End Clients, and indemnifies WeSteer against any claim relating to their breach.

Use of the Software Package presupposes strict correspondence between the WeSteer rights subscribed for and the Microsoft licences held: one WeSteer licence for one Microsoft licence, for each user and each environment concerned. The Client provides WeSteer with the information necessary for activation, in particular the name of the End Client, its contacts, the Authorised User, the contact responsible for Defects, the unique Microsoft identifier or onmicrosoft.com tenant prefix, and the subscriptions and services subscribed for. WeSteer carries out activation on the basis of that information, the accuracy of which the Client warrants.

The Client informs WeSteer without delay of any suspension of an End Client’s access and of the grounds for it. In the event of a discrepancy between the licences declared and the licences actually used, and failing regularisation after three (3) written reminders, WeSteer may block access to the environments concerned, without prejudice to article 5.9.

5.8 Extensions

Any Extension must be developed in the dedicated space made available by WeSteer, with the exception of Extensions published on Microsoft’s AppSource marketplace, which are deemed approved. Any Extension validated by WeSteer must display the logo issued by WeSteer. The Client undertakes to declare to WeSteer, on simple request, all Extensions, modules and applications installed or deployed in the associated Microsoft environment and interacting with the Solution, their origin and their approval status.

Technical and application administration of the Solution — configurations, Extensions, advanced access rights and security mechanisms — falls exclusively to WeSteer and, where applicable, to the Client expressly authorised for that purpose. Certain rights, in particular system administration rights, may be deliberately restricted or not allocated in order to safeguard the security of the Solution, the consistency of configurations and compliance with the technical requirements of WeSteer and of third‑party publishers. These provisions do not affect the Client’s right to access its data and to use it within the framework of the Service.

The presence of an Extension, module or application that is not approved constitutes a breach of these GTC entitling WeSteer to implement the technical measures referred to in article 5.9 and, failing regularisation within fifteen (15) days of written notice, to terminate the Agreement under the conditions of article 8.

5.9 Technical protection measures, monitoring and audit

The Client is informed of and expressly accepts that the Solution incorporates technical devices enabling the transmission, automatically or at WeSteer’s initiative, of information relating to the identification of the Client, the identification of the Solution and its licences, the context of use, the configuration of the associated Microsoft environment, user rights and access, and the inventory of Extensions and modules deployed. That information enables WeSteer to monitor compliance with contractual obligations, to protect the technical integrity of the Solution, to ensure compliance with the requirements of third‑party publishers, in particular Microsoft, and to prevent any unlawful or non‑compliant use. Any circumvention or attempted circumvention of those devices is prohibited.

At WeSteer’s request, the Client provides a sworn statement attesting to compliant use of the Software Package. Failing activation of the technical devices or provision of that statement, WeSteer may carry out an on‑site audit. Where use exceeds the rights acquired by less than ten per cent (10%), an additional royalty is invoiced at the rate in force. Where the discrepancy is equal to or greater than ten per cent (10%), the additional royalty is increased by fifty per cent (50%) and the audit costs incurred by WeSteer are recharged. Information gathered in the course of the audit is treated as confidential information and may be used only for the purposes of the audit and of any necessary regularisation.

The Client retains and keeps up to date all documents relating to the rights subscribed for, the users declared, the environments deployed and the End Clients served, and provides them to WeSteer on reasonable notice. Where unlicensed use attributable to the Client or to one of its End Clients exposes WeSteer to a regularisation, audit costs or an additional royalty vis‑à‑vis Microsoft or any other upstream supplier, those sums are recharged in full to the Client, in addition to the consequences provided for in this article.

In the event of infringement of WeSteer’s intellectual property rights, in particular unlicensed use, circumvention of the technical protection measures, or unauthorised reproduction or provision, the Client shall owe a fixed indemnity of thirty thousand (30,000) euros excluding tax per breach established, without prejudice to compensation for the actual loss suffered and to WeSteer’s other rights and remedies.

5.10 Use restrictions

The Client shall not, and shall not permit its Affiliates, its End Clients or their users to: reverse engineer, decompile or disassemble all or part of the Software Package and its components, save in the cases strictly authorised by law; circumvent the technical limitations, protection measures or metering mechanisms; install or associate third‑party technologies that would subject the intellectual property of WeSteer or of its suppliers to other licence terms, in particular open‑source licences with a contaminating effect; separately run, separately transfer, separately update or separately downgrade the components of the Software Package; or distribute, sub‑licence, lend, rent, time‑share the Software Package or use it to provide hosting, managed‑services or processing services for the benefit of a third party, save for the right to make the Solution available to End Clients expressly granted under article 5.5.

Any unauthorised use for the benefit of third parties, any resale and any provision outside the scope granted constitute a material breach justifying immediate suspension of access under the conditions of article 8.2, without prejudice to damages and to the fixed indemnity provided for in article 5.9.

In the event of unauthorised use, unvalidated modification of the environment, detection of a non‑approved Extension or module, or breach of the administration and integration rules, WeSteer reserves the right to implement, without prejudice to any other action, any necessary technical measure: limitation of certain functionalities, restriction of access, or partial or total suspension of access to the Solution. Prior to their implementation or, in cases of urgency relating to the security or integrity of the Solution, concurrently with it, WeSteer informs the Client in writing of the grounds for the measure, its extent, the regularisation expected and the point of contact to be approached. The measures are lifted within a reasonable time after regularisation has been established. Implemented in a proportionate and justified manner, they constitute neither a Defect, nor a Malfunction, nor a failure of conformity of the Service and give rise to no compensation or price reduction.

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ARTICLE 6 – LIABILITY AND WARRANTIES

6.1 Liability

The Company assumes only an obligation of means, unless expressly agreed otherwise in writing.

The Company’s liability may be engaged only in the event of gross negligence or wilful misconduct, and is strictly limited to material, direct and proven damage suffered by the Client, to the exclusion of any indirect, consequential or intangible damage (loss of turnover, damage to reputation, loss of customers, etc.).

The Company’s liability cap is, in all cases, limited to the amount excluding tax paid by the Client in respect of the order concerned or, in the case of a subscription or recurring service, to the amount excluding tax paid by the Client in respect of the Subscription concerned during the twelve (12) months preceding the event giving rise to the damage, or to the amount of the direct loss suffered by the Client where that amount is lower.

The exclusions and limitations set out in this article benefit WeSteer irrespective of the nature and basis of the action brought, whether contractual or tortious, including in the event of a direct action by an Affiliate or an End Client, and apply equally to claims founded on statements, presentations or undertakings of the Client that exceed these GTC or the scope described in the Documentation. They shall continue to apply even where these GTC are rescinded by a final court decision. The Parties acknowledge that these provisions establish an allocation of risk which the Price reflects.

WeSteer is in no event liable for the acts of third parties, in particular Microsoft, third‑party publishers, network operators and End Clients, nor for any failure of communication networks. Save in the cases of infringement actions referred to in article 6.4, any action brought against the Client by a third party constitutes indirect damage and gives rise to no right to compensation.

6.2 Warranties

The Services are supplied “as is”. The Company gives no warranty of fitness for any particular need of the Client, which, in its professional capacity, remains the sole judge of the compatibility of the solutions proposed with its own constraints and acknowledges that it has the necessary competence to assess their suitability. Apart from the warranties expressly provided for in these GTC, in the Quotation or in the Agreement, no other contractual warranty is granted. Mandatory statutory warranties, in particular the warranty against latent defects provided for in articles 1641 et seq. of the French Civil Code, remain applicable under the conditions and within the limits provided by law.

6.3 Client data

The Company is not responsible for the content, data and information entrusted to it or generated by the Client in connection with the Services. The Client is required to ensure the back‑up and protection of its data, and the Company cannot be held liable in the event of loss or corruption, save in the event of established fault.

6.4 Infringement warranty

In the event of a third‑party claim alleging that the Software Package infringes an intellectual property right in France, WeSteer may, at its option and at its own expense, either replace or modify all or part of the Software Package, or obtain a licence permitting its continued use, provided that the Client has performed all of its obligations under these GTC, has notified WeSteer in writing, within eight days, of the infringement action or of the claim preceding it, and cooperates in good faith in the defence by providing all necessary materials, information and assistance. If none of those measures is reasonably feasible, WeSteer may terminate the Agreement with no compensation other than a pro rata refund of the Subscription paid in advance and not consumed.

The warranty provided for in this article does not apply to components, products and services supplied by Microsoft or by any other third‑party publisher, any indemnification for which falls exclusively under the terms of the publisher concerned and is, in most cases, limited to the product as supplied, without modification or combination with other elements. WeSteer assumes no infringement warranty in respect of those components or of their integration into the Solution.

Where availability commitments are granted in the Quotation or the Additional Terms, the service credits provided for therein constitute the Client’s sole and exclusive remedy in the event of a failure to meet those commitments, to the exclusion of any penalty, compensation or rescission, and within the limit of the cap set out in article 6.1. The availability commitments of upstream suppliers, in particular those of Microsoft, are not assumed by WeSteer and may not be invoked against it.

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ARTICLE 7 – FORCE MAJEURE

7.1 For the purposes of these GTC, force majeure means any unforeseeable, irresistible and external event rendering normal performance of the obligations impossible, such as, without this list being exhaustive: total or partial external strikes, epidemics, pandemics, armed conflicts, storms, network blockages, major telecommunications interruptions or outages, failure of communication, energy supply or transport networks, cyber‑attacks of any kind affecting the information systems of the Parties or of their service providers, etc.

7.2 The Party prevented from performing shall inform the other Party as soon as possible. The obligations of the Party so prevented are suspended automatically and without compensation for the duration of the event. Where the impediment lasts more than three (3) months, either Party may terminate the affected order, without compensation.

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ARTICLE 8 – TERMINATION – SUSPENSION OF THE SERVICES

8.1 Unilateral termination

In the event of a failure by either Party to comply with its obligations, the other Party may, after formal notice has remained without effect for fifteen (15) days, declare the contractual relationship automatically terminated.

8.2 Suspension

In the event of total or partial non‑payment on the due date, the Company may, without further notice, suspend any delivery or Service in progress, without prejudice to any other course of action.

8.3 Effects of termination

Any termination brings to an end the supply of the Services concerned. Sums already invoiced or fallen due remain payable by the Client. Sums paid will not be refunded.

8.4 Term of the Subscription and renewal

The Subscription is subscribed to for the term stated in the Quotation, the Additional Terms or upon online subscription. Failing any provision to the contrary, it is entered into for a term of one (1) month and renews tacitly for successive periods of the same duration, unless terminated by either Party on notice given at least thirty (30) days before the end of the current period. Subscriptions subscribed to for an annual or multi‑year term may not be terminated before their expiry, the instalments remaining payable for the committed term subscribed for.

8.5 Transition assistance and fate of the data

Upon expiry or termination of the Agreement, for whatever cause, the Client may request in writing, within thirty (30) days, the export of its data and that of its End Clients in a standard usable format. That transition service is invoiced separately, on a time‑spent basis at the rate in force or at an agreed fixed price, and is performed only after settlement of the sums due under the Agreement. After that period, WeSteer may delete the data without its liability being engaged in that respect.

8.6 Continuity of the Service

In the event that WeSteer ceases its business or is permanently unable to maintain the Software Package, WeSteer shall use reasonable endeavours, under an obligation of means, to appoint a third party authorised to take over that maintenance. This provision entails no undertaking as to time, result or penalty, nor any obligation to disclose or place in escrow the source code. In the event that safeguard, reorganisation or judicial liquidation proceedings are opened in respect of WeSteer, the right of use already granted continues for the term of the Subscription subscribed to, WeSteer or its court‑appointed representative retaining the option to transfer maintenance to a third party of its choice.

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ARTICLE 9 – CONFIDENTIALITY

9.1 Each Party undertakes, both on its own behalf and on behalf of its personnel and contributors, to treat as strictly confidential all information (technical, financial, strategic, etc.) communicated by the other Party. The Parties undertake not to disclose or exploit that information for any purpose other than performance of the Agreement.

9.2 The confidentiality obligations provided for in these GTC continue for three (3) years after the end of the contractual relationship, for whatever reason.

9.3 Scope of confidential information

WeSteer’s confidential information includes in particular: the terms and prices of the Agreement, the Solution and the Software Package, the Documentation, the data model, the business and configuration rules, the Extensions, as well as WeSteer’s functional and methodological know‑how, and any information designated as such. The Client undertakes to preserve its confidentiality with no less care than it applies to its own confidential information and to impose the same obligation on its Affiliates, its End Clients and its contributors.

Information is not confidential where, in the absence of fault, it is in the public domain; where the receiving Party was in possession of it before its communication without having received it from the other Party; where it is communicated to the receiving Party by third parties without any confidentiality condition; and where the receiving Party develops it independently.

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ARTICLE 10 – PERSONAL DATA

10.1 Capacity of the Parties

In connection with the performance of the Services, the Company may process personal data on behalf of the Client. The Company then acts as processor and the Client as controller, within the meaning of Regulation (EU) 2016/679 (the “GDPR”) and of French Law no. 78‑17 as amended. Each Party undertakes to comply with the applicable personal data protection legislation. The Company acts, by contrast, as controller in respect of the processing that it carries out for its own purposes, under the conditions of article 10.12 and of its privacy policy available at https://www.westeer.io/privacy-policy.

10.2 Subject matter, duration and scope

The subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subjects are described in the Quotation, the Special Conditions or, failing that, in a data processing addendum (DPA) entered into between the Parties. That addendum forms an integral part of the Agreement.

10.3 Instructions

The Company processes personal data only on the documented instructions of the Client, including as regards transfers outside the European Union. Where the Company considers that an instruction constitutes a breach of the GDPR or of any other applicable provision, it informs the Client without delay.

10.4 Confidentiality

The Company ensures that persons authorised to process the data undertake to respect its confidentiality or are subject to an appropriate statutory obligation of confidentiality.

10.5 Security

The Company implements appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with article 32 of the GDPR.

10.6 Sub‑processing

The Company may engage another processor (sub‑processor) to carry out specific processing activities, subject to informing the Client in advance and allowing it to object on legitimate grounds. The Company imposes on any sub‑processor the same data protection obligations as those provided for in these GTC.

10.7 Assistance to the Client

To the extent possible and taking into account the nature of the processing, the Company assists the Client in responding to requests from data subjects exercising their rights (access, rectification, erasure, objection, portability, etc.), and in complying with its obligations regarding security, notification of data breaches, impact assessments and prior consultation (articles 32 to 36 of the GDPR).

10.8 Data breaches

The Company notifies the Client of any personal data breach as soon as possible and no later than forty‑eight (48) hours after becoming aware of it, providing the information required to enable the Client to comply, where applicable, with its notification obligations to the CNIL and to the data subjects.

10.9 Fate of the data at the end of the Agreement

Upon completion of the Services, the Company undertakes, at the Client’s written election, to delete or return all personal data processed on its behalf and to destroy existing copies, save where retention is required by law. Operations for the return, export, format conversion or transfer of the data (“transition assistance”) are invoiced separately, on a time‑spent basis at the rate in force or at an agreed fixed price, and are performed only after settlement of the sums due under the Agreement. In the absence of written instructions from the Client within thirty (30) days of completion of the Services, the Company may proceed to delete the data.

10.10 Records and audit

The Company maintains a record of the categories of processing activities carried out on behalf of the Client. It makes available to the Client the information necessary to demonstrate compliance with its obligations and allows audits to be carried out, on reasonable terms and at a reasonable frequency agreed between the Parties, at the Client’s expense.

10.11 Data protection officer

The contact details of the Company’s Data Protection Officer, where one has been appointed, may be provided on request.

10.12 Usage data processed by the Company for its own purposes

The Client is informed of and accepts that the Company collects, retains and uses, as controller and on the basis of its legitimate interest or, where the legislation so requires, of the data subjects’ consent, the usage data generated during use of the Solution, for the purposes of: providing support and security for the Solution; carrying out research and development with a view to improving the Solutions and services; developing and supplying new functionalities, in particular statistical, comparative or predictive analyses, implemented in aggregated or anonymised form; and sending the Client information and messages relating to the Solutions.

That processing is carried out in accordance with the Company’s privacy policy. It does not relate to the content of the data that the Client processes by means of the Solution as controller, which remains governed by articles 10.1 to 10.11. The Client may at any time request the Company to cease that processing by writing to hello@westeer.io.

Where usage data is derived from the content processed by the Client by means of the Solution, the Company exploits it for its own purposes only in aggregated or irreversibly anonymised form, such that it no longer constitutes personal data within the meaning of the GDPR. Any exploitation by the Company, for its own purposes, of personal data falling within the scope for which the Client is controller requires written and documented instructions from the Client, defining the applicable purposes and legal basis. Failing that, the Company remains a processor within the meaning of article 28 of the GDPR in respect of that data.

10.13 Sub‑processors and transfers outside the European Economic Area

The list of sub‑processors engaged by the Company is made available to the Client on simple request addressed to hello@westeer.io. Those service providers operate principally within the European Union. In accordance with article 10.6, the Company informs the Client of any intended change of sub‑processor and allows it to raise a reasoned objection within a reasonable period.

The Client expressly authorises the engagement of Microsoft Ireland Operations Limited and its Affiliates as sub‑processors, for the hosting and operation of the Microsoft Dynamics 365 platform on which the Solution is published. Processing carried out on that basis is governed by Microsoft’s data protection addendum (Microsoft Products and Services Data Protection Addendum, available at aka.ms/DPA), in its version in force, which WeSteer has no ability to amend. The Client acknowledges that it has read that addendum and accepts its terms in respect of the processing to which it relates.

10.14 Client warranties and administration privileges

The Client warrants the lawfulness of the personal data that it, or its End Clients, introduce into the Solution, the existence of an appropriate legal basis, the provision of information to the data subjects and the obtaining of the required consents, including for the transmission of that data to Microsoft or to the other upstream suppliers. The Client warrants and indemnifies WeSteer against any claim, action or sanction resulting from a breach of this warranty.

Where WeSteer holds, at the request of the Client or of its End Client, delegated administrator privileges over a Microsoft environment, the Client expressly informs the End Client concerned, describes to it the processing that WeSteer is required to carry out on that basis and informs it of the ability to revoke those privileges at any time. WeSteer’s data protection commitments are those set out in these GTC and may differ from those of Microsoft.

Where processing involves a transfer of personal data outside the European Economic Area, that transfer is governed by an adequacy decision of the European Commission or, failing that, by the standard contractual clauses adopted by the Commission, supplemented where appropriate by suitable additional measures. A copy of the safeguards implemented is provided on request addressed to hello@westeer.io.

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ARTICLE 11 – DISPUTES AND GOVERNING LAW

11.1 These GTC and any order arising from them are governed by French law, to the exclusion of any other law.

11.2 Jurisdiction

Any dispute relating to the validity, interpretation or performance of this Agreement which cannot be resolved amicably shall fall within the exclusive jurisdiction of the Commercial Court of Paris (the place of the Company’s registered office), including where there are several defendants or in the event of an action on a warranty.

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ARTICLE 12 – MISCELLANEOUS

12.1 Intuitu personae

The Agreement is entered into intuitu personae for the benefit of the Client, which shall not assign or transfer it in any form whatsoever without the Company’s prior written consent.

In the event of an authorised assignment, or of the transfer of a Subscription to an Affiliate or to a third party in connection with a merger, contribution or business transfer, the Client shall provide the transferee with these GTC, the applicable Additional Terms and the documents necessary to exercise the rights transferred, shall cease all use of the items transferred and shall render unusable any remaining copy. The transfer is enforceable against WeSteer only after written notification and acceptance of these GTC by the transferee.

12.2 Independence

The Parties are independent and in no way intend to create between them any relationship of subordination or agency.

12.3 No waiver

The fact that the Company does not rely, at a given time, on any of the provisions of these GTC shall not be construed as a waiver for the future.

12.4 Partial invalidity

If any of the clauses is held to be void or unenforceable, the remaining clauses retain their full validity.

12.5 Commercial reference

Unless the Client objects in writing, the Company is authorised to mention the Client’s name and logo by way of simple commercial reference, on its website and communication materials, without such mention entailing any assignment of rights or particular undertaking.

12.6 Entire agreement and notices

These GTC, together with the Quotation and the Additional Terms, express the entirety of the Parties’ agreement on their subject matter, in the order of precedence set out in article 1.4. Any notice under these GTC is validly given in writing, by email to the addresses declared by the Parties, the Company being capable of being notified at hello@westeer.io, without prejudice to those cases where registered post is expressly required.

12.7 Export control and international sanctions

The Client undertakes to comply with, and to ensure compliance by its Affiliates and its End Clients with, all applicable regulations concerning export control, re‑export, import and international sanctions, in particular those of the European Union, France and the United States. The Client shall not use the Solution from an embargoed territory or for the benefit of any person or entity subject to restrictive measures, and shall refrain from any act liable to place WeSteer or any of its upstream suppliers in breach of those regulations. Any breach entitles WeSteer to suspend access to the Solution immediately and to terminate the Agreement on grounds attributable to the Client, without compensation.

12.8 Language

These GTC were drawn up in French. This English text is a translation provided for information purposes only; in the event of any discrepancy between the two versions, the French version shall prevail