General subscription terms

EN — This is a translation provided for convenience. The French version of this document is the binding version: in the event of any discrepancy in interpretation, the French text prevails, save where mandatory law in the Client's country of establishment requires otherwise. The French version is available at https://odres.io/cga.

Preamble and identification of the parties

Identification of the publisher

hereinafter "Odres".

Identification of the client

The undertaking identified in the Order Form by its corporate name, its legal form, the address of its registered office, its enterprise or registration number, its VAT number and the identity of its legal representative,

hereinafter the "Client",

Odres and the Client being referred to individually as a "Party" and collectively as the "Parties".

Recitals

1. Odres has developed and operates Odres.io, a 360° management software supplied on a Software as a Service basis and intended for the HORECA sector (catering, hotels, cafés), accessible online without local installation and marketed by subscription on a billing model based on a Flat Fee, which results from the Pack subscribed to, from the Optional Modules activated and from the number of Establishments covered, in accordance with the Price Schedule, and is supplemented by a variable part billed on usage in respect of the Metered Services.
2. The Client operates one or more establishments in the HORECA sector and wishes to make use of the Solution for the purposes of its professional activity, in particular the management of its staff and of its work schedules, the monitoring of its takings, the management of its stocks and purchases, its accounting exports, its relationship with its end customers and its operational reporting.
3. The Client declares that it has been placed in a position to acquaint itself with these General Subscription Terms, with the functional description of the Solution, with the Service Level Agreement and with the Data Processing Agreement prior to any subscription, that it has had the time necessary to examine them, that it has been able to ask any relevant question and, where appropriate, to be assisted by the adviser of its choice.
4. The Parties have negotiated this Contract in good faith, each of them being in a position to discuss the terms proposed to it. The provisions which follow reflect an intended balance between the price agreed, the level of service defined in the Service Level Agreement and the allocation of risks between professionals.

This being set out, the following has been agreed.

Title I — Definitions, purpose and scope

Article 1. Definitions

1.1. The terms set out below, when used with an initial capital letter, shall have throughout the Contract, in the singular as in the plural, the following meaning:

• "Odres": ODRES GROUP SRL, publisher and supplier of the Solution.
• "Client": any undertaking, within the meaning of Article I.1, 1° of the Belgian Code of Economic Law, which takes out a Subscription. The Contract is concluded exclusively between professionals (B2B); the Solution is not intended for consumers.
• "User": any natural person authorised by the Client to access the Solution by means of personal credentials (company officer, manager, supervisor, employee, accountant, service provider).
• "Solution": the Odres.io software platform, accessible on a SaaS basis, including its interfaces, modules, API, mobile applications, documentation and updates. It is made available by means of the six applications ODRES ERP, OdStaff, OdKiosk, OdStock, OdClock and OdLabels, within the meaning of Article 6.2.
• "Subscription": the temporary, personal, non-exclusive and non-transferable right of access to the Solution, taken out for a Pack, for a determined number of Establishments covered and for a determined Subscription Period.
• "Establishment": each point of sale, operating unit or distinct physical site of the Client covered by the Subscription. The number of Establishments covered constitutes one of the two Tier Criteria and a parameter for calculating the Flat Fee; the Establishment constitutes neither a billing unit nor the subject matter of a separate Subscription.
• "Client Data": all data, content and files entered into the Solution by the Client or its Users, or generated on their behalf, including the Personal Data of which the Client is the Controller.
• "Aggregated Data": anonymised statistical data irreversibly dissociated from any person and from any Client, derived from the use of the Solution.
• "Contract": all the documents referred to in Article 4 hereof.
• "Subscription Period": the initial term subscribed to, as indicated in the Order Form, and each of its renewals.
• "Party/Parties": Odres and/or the Client.
• "GDPR": Regulation (EU) 2016/679.
• "Personal Data", "Processing", "Controller", "Processor", "Personal Data Breach": within the meaning of Article 4 of the GDPR.
• "Business Day": Monday to Friday, excluding Belgian statutory public holidays.
• "Force Majeure": within the meaning of Article 5.226 of the Belgian Civil Code (Book 5).

1.2. The following are further defined, for the purposes of these Terms alone:

• "Order Form": the contractual document, signed by the Client and accepted by Odres, which identifies the Parties, the Pack subscribed to and the Optional Modules activated, the number of Establishments covered, the details of the calculation and the amount of the Flat Fee, the Volume Discount applied, the No-Commitment Surcharge where applicable, the Included Allowances for each of the Metered Services, the Unit Rate Card, the Overage cap where chosen by counter, the Set-up Fees, the billing frequency, the initial term and any special conditions.
• "Account": the administrative space opened in the Client's name, from which the Establishments, the Users and the configuration parameters are managed.
• "Credentials": the authentication elements (user name, password, additional authentication factor, API token) enabling access to the Solution.
• "Documentation": the functional, technical and online help documentation made available by Odres, in its version in force.
• "Go-Live": the date from which the Account is opened and the Solution made accessible to the Client, as established in accordance with Article 9.
• "SLA": the Service Level Agreement — document DOC 11 — annexed hereto.
• "DPA": the Data Processing Agreement — document DOC 10 — annexed hereto.
• "ToU": the Terms of Use — document DOC 05 — enforceable against the Users.
• "AUP": the Acceptable Use Policy — document DOC 12.
• "Feedback": any comment, suggestion, improvement idea, functional report or proposed development communicated by the Client or its Users to Odres.
• "Third-Party Services": any service, software, hardware, terminal, interface or system operated by a third party and interconnected or capable of being interconnected with the Solution (in particular point-of-sale systems, payment service providers, account information service providers, accounting software, booking platforms, online review platforms).
• "Production Environment": the operating environment of the Solution accessible to the Users, excluding test, acceptance, demonstration and development environments.

1.2 bis. Definitions specific to the financial conditions

The following are further defined, for the purposes of the financial conditions (Title V) and of Articles 6.4 and 8:

• "Flat Fee": the periodic flat-rate charge payable by the Client in consideration of the right of access to the Solution for the scope subscribed to, including hosting, maintenance, support, the level of service defined in the Service Level Agreement — single and identical for all Packs — and the Included Allowances. The Flat Fee constitutes the fixed part of the price. Its amount results from the application of the calculation formula set out in Article 6.4.2 and in the Price Schedule.
• "Foundation": the functional set present in all Packs without exception, comprising the Communication module, the employee records, the time clock by PIN code and photograph and the time recording report.
• "Pack": the functional offer subscribed to by the Client from among the Pack OdClock, Core, Flow and Scale offers, as described in the Price Schedule. Each Pack corresponds to a functional scope, a monthly price per Establishment covered and a set of Included Allowances.
• "OdClock" and "Pack OdClock" — distinction. The term "OdClock" designates the view dedicated to time recording within the Solution, within the meaning of Article 6.2; it designates neither a separate software nor a pricing offer. "Pack OdClock" designates the entry-level pricing offer of the Price Schedule, the scope of which is that of the Foundation as defined above. The name "Pack OdClock" is used whenever the price, the Tier or the scope subscribed to is at issue; the name "OdClock" alone is reserved for the dedicated view.
• "Tier": the level of the Price Schedule resulting from the combination of the two Tier Criteria. Each Tier corresponds to a Flat Fee amount and a set of Included Allowances.
• "Tier Criteria": (a) the Pack subscribed to and the Optional Modules activated; (b) the number of Establishments covered by the Subscription. These two criteria are cumulative: the applicable Flat Fee results from their combination, in accordance with the formula in Article 6.4.2. The number of Active Users is not a Tier Criterion: it constitutes a counter of Metered Services within the meaning of the present definition.
• "Active User": any User holding an account which is open and not deactivated and who has accessed the Solution at least once during the calendar month under consideration. The number of Active Users taken into account for a month is the highest number recorded during that month. The Active Users constitute one of the counters of Metered Services.
• "Optional Module": any module subscribed to in addition to a Pack, at the price specific to that module as set out in the Price Schedule. Its activation requires a positive act of the Client within the meaning of Article 8.7.
• "Price Schedule": the table of the Packs, of the prices, of the price of each Optional Module, of the Flat Fee calculation formula, of the Volume Discount, of the No-Commitment Surcharge and of the Included Allowances, set out in Annex 1 to the General Subscription Terms and reproduced in the Order Form.
• "Volume Discount": the reduction of the Flat Fee granted to the Client according to the number of Establishments covered, in accordance with the scale set out in the Price Schedule. It applies as of right, without any request by the Client, and varies upwards as well as downwards with the number of Establishments covered.
• "No-Commitment Surcharge": the surcharge applicable to the Flat Fee and to the Overages where the Client subscribes without a commitment term, at the rate set out in the Price Schedule. It does not constitute a discount granted to committed Clients but a second price schedule, applicable as of right to the non-committed Client alone, the amount of which is known to that Client upon subscription.
• "Set-up Fees": the flat-rate fees, distinct from the Flat Fee and non-periodic, payable in respect of the start-up services defined in Article 21 ter, the amount and the conditional waiver regime of which are set out in the Price Schedule.
• "Leased Equipment": any equipment made available to the Client by Odres under a simple lease on the terms of Article 21 quater and of Annex 3, in particular the use-by date label printer. The Leased Equipment shall remain the property of Odres throughout the term of the lease.
• "Residual Value": the amount payable by the Client in respect of Leased Equipment not returned or returned in disregard of the conditions of Annex 3, in accordance with the degressive scale set out in that annex.
• "Metered Services": the services the consumption of which is measured by counter and billed on usage beyond the Included Allowances, subject to the specific regime applicable to AI Credits defined in Article 21 bis.9. The Metered Services comprise five counters: (a) the Active Users; (b) the AI Credits; (c) the Processed Accounting Documents; (d) the Connected POS; (e) the Storage.
• "Processed Accounting Document": any document (purchase or sales invoice, credit note, receipt, statement, supporting document) imported into the Solution, by whatever route, and subject to automatic character recognition, data extraction, reconciliation or export. The unit billed is the processed document; a document reprocessed as a result of an error attributable to Odres is not counted twice.
• "Connected POS": any point-of-sale system connected to the Solution by means of an application programming interface (API), for the sole purposes of retrieving sales data (turnover, receipts, average basket). The unit billed is the connected POS per month. The Solution does not constitute a cash register system within the meaning of Article 6.2, last paragraph.
• "Storage": the volume of files, images and documents hosted on behalf of the Client within the Solution, expressed in gigabytes (GB). The volume taken into account for a month is that recorded on the last day of the calendar month under consideration.
• "AI Credit": the unit of measurement of the consumption of the artificial intelligence features, the conversion table for which, by type of processing, is set out in the Documentation and in Annex 2. An AI Credit constitutes neither a currency, nor a security, nor a means of payment. The AI Credits are governed by the top-up at the Client's initiative regime defined in Article 21 bis.9.
• "Included Allowance": the volume of Metered Services comprised within the Flat Fee, for each counter taken separately, expressed per Establishment covered and per month and pooled at the level of the Client on the terms of Article 21 bis.1.2, as indicated in the Price Schedule.
• "Unit Rate Card": the rate applicable to each unit of Metered Service consumed beyond the Included Allowance, set out in Annex 2 to the General Subscription Terms.
• "Overage": the consumption of a Metered Service exceeding the Included Allowance over a billing period.

Connection of bank accounts — no counter. The connection of the Client's bank accounts does not constitute a Metered Service and is not subject to any counter or to any Included Allowance. It is governed exclusively by the regime of Article 18 bis, under which the cost of the authorised provider is re-invoiced to the Client euro for euro, on production of supporting documents and without mark-up.

1.3. Article headings are inserted for ease of reading only and may not be used to interpret the provisions which they precede. References to a legal or regulatory text are to be understood as references to that text as amended, supplemented or replaced.

Article 2. Strictly professional nature of the Contract (B2B)

2.1. Status as an undertaking. The Contract is concluded exclusively between undertakings, within the meaning of Article I.1, 1° of the Code of Economic Law. The Solution is neither designed, nor offered, nor marketed for consumers within the meaning of Article I.1, 2° of the same Code.

2.2. Declaration of the Client. The Client declares and warrants: (a) that it acts exclusively for purposes falling within the scope of its commercial, industrial, craft, professional or agricultural activity; (b) that it has the status of an undertaking and, if it is established in Belgium, that it is registered with the Crossroads Bank for Enterprises; (c) that the person taking out the Subscription has the power to bind the Client; (d) that the information communicated upon subscription is accurate, complete and up to date.

2.3. Exclusion of consumer protection rules. The provisions of Book VI, Title 3, Chapters 1 and 2 of the Code of Economic Law relating to market practices vis-à-vis consumers, as well as the right of withdrawal applicable to distance contracts concluded with a consumer, do not apply. On the other hand, Articles VI.91/1 to VI.91/10 of the Code of Economic Law, relating to unfair terms between undertakings, apply in full and the Parties have intended the Contract to comply therewith.

Express reservation. This exclusion concerns only the relationship between Odres and the Client. In its own relations with its end customers, the Client remains subject to Book VI of the Code of Economic Law, in particular as regards unfair and misleading commercial practices and consumer reviews; the use of the modules intended for consumers is accordingly governed by Article 3.8 bis of the AUP.

2.4. Sanction for an inaccurate declaration. If the Client has subscribed while concealing its status as a consumer, Odres may terminate the Contract as of right, without any indemnity payable by it, after a formal notice of default has remained without effect for fifteen (15) days, without prejudice to the application of the mandatory rules which that status would render applicable.

Article 3. Purpose and scope

3.1. Purpose. The purpose of these General Subscription Terms is to define the conditions under which Odres makes the Solution available to the Client, in the form of a right of remote access, as well as the conditions of the associated services (go-live, maintenance, support, hosting, equipment leasing, exit).

3.2. Nature of the Contract. The Contract is a contract for the supply of a service. It entails no assignment of any intellectual property right in the Solution to the Client, nor any delivery of software intended to be installed on the Client's equipment, save for any client component expressly identified in the Documentation (mobile application, interconnection agent). The making available of Leased Equipment within the meaning of Article 21 quater constitutes a simple lease and entails no transfer of ownership.

3.3. Scope. These Terms apply to any subscription to a Subscription, to any renewal, to any extension of scope and to any order for additional services, to the exclusion of any other terms.

3.4. Geographical scope. The Solution is offered to the Client without any geographical limitation in principle, subject to (i) the mandatory provisions of the Client's country of establishment, (ii) Article 46 (International provisions) and (iii) Article 44 (Export compliance and sanctions).

Article 4. Contractual documents and order of priority

4.1. Composition of the Contract. The Contract is made up of the following documents:

1. the Order Form (financial conditions and scope subscribed to) — DOC 07;
2. the Pre-Seed Special Conditions (where applicable) — DOC 08;
3. the Data Processing Agreement (DPA) — DOC 10;
4. the Service Level Agreement (SLA) — DOC 11;
5. the General Subscription Terms (CGA/CGV) — DOC 06, namely these Terms;
6. the Terms of Use (ToU) — DOC 05;
7. the Acceptable Use Policy (AUP) — DOC 12.

Annex 1 — Price Schedule, Annex 2 — Unit Rate Card and AI Credit conversion table and Annex 3 — Equipment leasing form an integral part of these General Subscription Terms and take their rank in the order of priority, subject to their reproduction in the Order Form.

4.2. Order of priority. In the event of a conflict between these documents, the descending order of priority is that of the enumeration set out in Article 4.1. A document of higher rank prevails over a document of lower rank only on the specific point which is the subject of the conflict, the remainder continuing to apply.

4.3. Limited scope of derogations. A provision of the Order Form or of Special Conditions may derogate from these Terms only if it is express and identifies the clause from which it derogates. A mere difference in wording does not amount to a derogation.

4.4. Interaction between the General Subscription Terms and the ToU. The ToU and the AUP govern the relationship with the Users, the natural persons who connect to the Solution. These General Subscription Terms govern the relationship with the Client, the undertaking which subscribes and pays. The Client remains responsible for the Users to whom it opens accesses, on the terms of Article 17.

4.5. Non-contractual documents. Commercial materials, presentations, demonstrations, product roadmaps, website content other than the documents referred to in Article 4.1, and preparatory exchanges have no contractual value and may not form the basis of any obligation on Odres, save where expressly incorporated into a document referred to in Article 4.1.

Article 5. Enforceability and acceptance

5.1. Prior availability. These Terms are made available to the Client, in a legible, printable and storable format, prior to any subscription: (i) by a link accessible from the quotation and from the Order Form, (ii) by annex to the Order Form, and (iii) permanently at the address https://odres.io/cga.

5.2. Active and time-stamped acceptance. Acceptance of the Contract results from a positive and unequivocal act of the Client, evidenced, at the Client's option, by: (a) the handwritten or electronic signature of the Order Form containing a statement of express acceptance of these Terms; (b) a tick box which is not pre-ticked, distinct from any other, accompanied by the link to these Terms, validated upon online subscription; (c) an e-mail of express acceptance from a person authorised to bind the Client.

Odres retains a time-stamped record of that act (date, time, version of the documents accepted, technical identifier), in accordance with Article 41.

5.3. No irrebuttable presumption. The Client is deemed to have accepted these Terms only if it has in fact been placed in a position to acquaint itself with them before the conclusion of the Contract. No irrebuttable presumption of knowledge or of acceptance is established, evidence to the contrary remaining admissible. This provision is adopted having regard to Article VI.91/4, 4° of the Code of Economic Law.

5.4. Acknowledgement of receipt. Odres acknowledges receipt of the order by electronic means and sends the Client a copy of the Contract in a format allowing its retention and reproduction, in accordance with Book XII of the Code of Economic Law.

5.5. Precedence over the Client's purchasing conditions. These Terms prevail over any general purchasing conditions, listing conditions, supplier charters or equivalent documents emanating from the Client, in whatever medium and whatever the date of their communication, save for the written, express, specific and prior acceptance of Odres, identifying the provisions accepted. The mere fact that Odres performs a service after receipt of such a document does not amount to acceptance of that document.

5.6. Amendment of these Terms during the Contract. Any amendment of these Terms is governed by Article 40 (Development of the contractual documents).

Title II — The Solution

Article 6. Description of the Solution

6.1. General presentation. The Solution is a 360° management software intended for the HORECA sector, accessible on a SaaS basis from an up-to-date web browser and, where applicable, from a mobile application, without any local installation other than the latter.

6.2. Modules. The Solution is structured into seven (7) functional modules, the exact content subscribed to by the Client being set out in the Order Form. The modules available are, as at the date of these Terms: (a) Finance: accounting, invoice binder, retrieval of point-of-sale data by application programming interface (API), value added tax report; (b) HR & Operations: work schedules, leave, work rules, disciplinary management, HR alerts, well-being; (c) Training: learning paths, quizzes, library, badges; (d) Stock & Supply: stock tablet, stock movements, goods receipt, recipes, food cost calculation; (e) Quality & HACCP: FASFC inspection, temperature readings, use-by dates, checklists, traceability; (f) Communication: announcements, notifications, control centre; (g) Marketing: review prize wheel, online reviews, loyalty.

The Foundation. The Communication module, the employee records, the time clock by PIN code and photograph (selfie) and the time recording report constitute the Foundation within the meaning of Article 1.2 bis. The Foundation is comprised in all Packs without exception, including Pack OdClock, which is therefore not limited to time recording alone.

Dedicated views. The Solution further comprises dedicated views, which do not constitute separate software but specialised interfaces of one and the same Solution: OdStock (stock tablet), OdKiosk (shop tablet), OdLabels (use-by date labels) and OdClock (time recording). Those views are not subject to any separate pricing.

The six applications of the platform. The Solution is made available by means of the following six (6) applications, which constitute the access points of one and the same platform, operate on the same data according to the roles and permissions assigned and are not subject to any separate pricing: ODRES ERP (back office for owners, managers and accountants), OdStaff (employee application: work schedules, time recording, leave, HR documents, warnings, appraisals, training, announcements), OdKiosk (kitchen and hygiene tablet: HACCP, checklists, cleaning, use-by date labels), OdStock (stock tablet: goods receipt, inventories), OdClock (time clock) and OdLabels (iOS application, distributed through the App Store, for printing use-by date labels, which exchanges data with the platform through a dedicated application programming interface and retains on the device only the connection token). The Solution further comprises the modules intended for the Client's consumers — loyalty programme, prize wheel and online reviews — the use of which is governed by Article 3.8 bis of the AUP.

No cash register system. Odres is not a cash register system. The Solution provides neither the recording, nor the certification, nor the retention of cash register operations. Point-of-sale data are exclusively retrieved by application programming interface (API) from the Client's point-of-sale system, for the purposes of real-time display within the Solution (turnover, receipts, average basket). The Client remains solely responsible for the compliance of its sales recording system with the obligations applicable to it, in particular as regards cash register systems, in accordance with Article 6.5 (e).

6.4. Billing model — Flat Fee, Pack and Establishments covered

6.4.1. Principle of the Flat Fee. The Solution is marketed on a Flat Fee basis, a single periodic charge constituting the fixed part of the price. The Client subscribes, in the Order Form, to a Pack — Pack OdClock, Core, Flow or Scale — and, where applicable, to one or more Optional Modules, for a determined number of Establishments covered.

6.4.2. Flat Fee calculation formula. The amount of the Flat Fee results from the application of the following formula, set out in the Price Schedule:

Monthly Flat Fee excluding VAT = [ (Price of the Pack × Number of Establishments covered) + (Sum of the prices of the Optional Modules × Number of Establishments concerned) − Volume Discount ] × (1 + No-Commitment Surcharge)

The price of the Pack and that of each Optional Module are expressed, in the Price Schedule, per Establishment covered and per month. Each Optional Module has its own price. The Volume Discount is determined by the number of Establishments covered alone, in accordance with the scale of the Price Schedule. The No-Commitment Surcharge is nil where the Client subscribes with a commitment term.

6.4.3. Tier Criteria. The applicable Flat Fee is determined by the combination of the following two cumulative Tier Criteria, to the exclusion of any other: (a) the Pack subscribed to and the Optional Modules activated; (b) the number of Establishments covered by the Subscription.

The number of Active Users is not a Tier Criterion: it constitutes one of the five counters of Metered Services and is dealt with exclusively in accordance with Article 21 bis. The determination of the Tier Criteria and their development during the Contract are governed by Article 8.

6.4.4. The Establishment is not a billing unit. The number of Establishments covered is a parameter for calculating the Flat Fee, and not a billing unit: no separate price is payable per Establishment, no separate Subscription is taken out per Establishment, and the addition or withdrawal of an Establishment takes effect on the amount of the Flat Fee alone, on the terms of Article 8.

6.4.5. Price Schedule. The Packs, their functional scope, their prices, the specific price of each Optional Module, the Flat Fee calculation formula, the Volume Discount scale, the rate of the No-Commitment Surcharge, the Set-up Fees and the Included Allowances for each of the five counters are set out in the Price Schedule — Annex 1 to these General Subscription Terms, reproduced in the Order Form. The Price Schedule is a contractual document, communicated to the Client prior to subscription and accepted by it on the terms of Article 5.

6.4.6. Variable part. The Flat Fee is supplemented, where applicable, by a variable part corresponding to the Overages of Metered Services, billed on the terms of Article 21 bis, subject to the specific regime applicable to AI Credits under Article 21 bis.9.

6.4.7. Coverage of the Establishments. Any Establishment of the Client in or for which the Solution is used, on whatever basis, must be declared in the Account and covered by the Subscription. The sole purpose of this obligation is to enable the exact determination of the calculation parameter referred to in Article 6.4.2.

6.4.8. Client's duty to inform. The Client shall inform Odres, by written notification or by updating its Account, of any opening, acquisition, closure or transfer of an Establishment, within thirty (30) days of the event. That information enables the number of Establishments covered and, consequently, the Flat Fee and the Volume Discount to be updated, both upwards and downwards, on the terms of Article 8.

6.4.9. No-Commitment Surcharge. The prices set out in the Price Schedule are to be understood as applying to a subscription accompanied by a twelve (12) month commitment. Where the Client subscribes without a commitment term, a surcharge of fifteen per cent (15%) applies to the Flat Fee and to the Unit Rate Card for Overages, at the rate set out in the Price Schedule.

The Parties expressly agree that: (a) the No-Commitment Surcharge constitutes neither a penalty nor an indemnity, but the application of a second price schedule corresponding to a different consideration: the absence of any commitment by the Client, which deprives Odres of the predictability of its revenue and of the amortisation of its start-up costs over a known period; (b) its rate is fixed, known to the Client upon subscription and reproduced in the Order Form, so that the price remains determined; (c) the Client freely chooses between the two regimes at the time of subscription and may, at any time, switch to the regime with a commitment, the surcharge then ceasing to apply from the first day of the following calendar month; (d) the Client without a commitment retains the right to terminate on the terms of Article 26.5 (a) and owes no early termination indemnity within the meaning of Article 26.6.

6.4.10. Set-up Fees and equipment leasing. The Set-up Fees and the leasing of Equipment are governed respectively by Articles 21 ter and 21 quater and are not comprised within the Flat Fee.

6.5. Express exclusions. The following are expressly excluded from the Subscription, unless otherwise stated in the Order Form: (a) the supply, installation, configuration and maintenance of any hardware (terminals, tablets, printers, badge readers, cash registers, network peripherals), subject to the Leased Equipment governed by Article 21 quater and Annex 3; (b) the supply and cost of connectivity (internet access, local network, telecommunications, energy); (c) the third-party software licences required on the Client's side (operating system, office suite, accounting software, cash register software); (d) bespoke services: specific developments, non-standard interfaces, data migration beyond the scope defined in Article 10, training beyond the volume provided for in the Order Form, on-site assistance, audit, consultancy; (e) obtaining and maintaining the authorisations, approvals and certifications specific to the Client's activity (in particular as regards cash registers, hygiene, the sale of beverages and employment law); (f) services supplied by third parties to the Client (payment service provider, account information service provider, POS operator, certified accountant, payroll agency), even where they are interconnected with the Solution; (g) the consumables relating to the Leased Equipment, in particular the use-by date label rolls, in accordance with Annex 3.

6.6. Additional services. The services referred to in Article 6.5 (d) may be ordered separately, on the basis of a quotation, at the pricing conditions in force. Unless otherwise stated in the quotation, they are performed under a best-efforts obligation and billed on a time-and-materials or flat-rate basis according to the quotation accepted.

6.7. Development of the Solution. Odres develops the Solution on a continuous basis. Developments are governed by Articles 15 (upgrade maintenance) and 16 (removal of features).

6.8. Technical prerequisites. It is for the Client to comply with the technical prerequisites set out in the Documentation (supported browser versions, minimum bandwidth, supported mobile operating systems). Failure to comply with those prerequisites does not constitute unavailability within the meaning of the SLA.

Title III — Conclusion and implementation

Article 7. Process for concluding the Contract

7.1. Quotation. Any priced offer is formalised by a quotation stating the scope, the price, the period of validity and the applicable contractual documents. Unless otherwise stated, the quotation is valid for thirty (30) days from its date of issue.

7.2. Order Form. The Contract is concluded by the signature of the Order Form by the Client and its acceptance by Odres, or by the validation of the order online followed by Odres' acknowledgement of receipt. Odres reserves the right to refuse any order on legitimate grounds, in particular: missing or inaccurate information, a previous payment incident, manifest technical incompatibility, activity contrary to the AUP, or a compliance constraint (Article 44). The refusal is notified within ten (10) Business Days and gives rise to no entitlement to any indemnity, it being for Odres to state the grounds for it.

7.3. Stages of the online order. Online subscription comprises at least: selection of the scope, a detailed summary enabling errors to be identified and corrected, active acceptance of the contractual documents, confirmation, and then an electronic acknowledgement of receipt. The Contract is archived by Odres and accessible to the Client from its Account.

7.4. Trial period. Where a trial period is provided for in the Order Form or offered online: (a) its duration and functional scope are those indicated upon subscription; (b) access is provided as is, without any service level commitment and with the limited warranty provided for in Article 38.5; (c) at the end of the trial period, the paid Subscription takes effect only if the Client has expressly confirmed it; no automatic conversion into a paid Subscription takes place without a positive act of the Client; (d) failing confirmation, access is suspended and the data are then dealt with in accordance with Article 31.7.

7.5. Opening of the Account. Upon conclusion of the Contract, Odres opens an Account in the Client's name and sends the designated contact person (Article 11.2) the initial administration Credentials. The Client shall without delay personalise them and activate, where applicable, multi-factor authentication.

7.6. Evidence of the order. Odres' electronic records relating to the order process constitute evidence between the Parties on the terms of Article 41.

Article 8. Price, initial subscription and development of the Tier Criteria

8.1. Initial subscription

8.1.1. Determination of the initial Flat Fee. The price of the Subscription consists of the Flat Fee, as set out in the Order Form. The initial Flat Fee is determined, upon subscription, by applying the formula of Article 6.4.2 to the Pack subscribed to, to the Optional Modules activated and to the number of Establishments covered declared by the Client, which are reproduced in the Order Form together with the details of the calculation, the Volume Discount applied and, where applicable, the No-Commitment Surcharge.

8.1.2. Accuracy of the declared values. The Client warrants the accuracy of the values declared upon subscription. A substantially inaccurate declaration is governed by Article 28.4.

8.1.3. Variable part and non-periodic fees. The Flat Fee is supplemented, where applicable, by the variable part payable in respect of the Metered Services, on the terms of Article 21 bis, by the Set-up Fees (Article 21 ter) and by the rent for the Leased Equipment (Article 21 quater). The detailed financial arrangements are set out in Title V.

8.2. Guiding principle — the development of the Tier Criteria proceeds from a positive act of the Client

8.2.1. Rule. The two Tier Criteria defined in Article 6.4.3 may develop only by a positive act of the Client, namely: (a) the subscription to a higher Pack or the return to a lower Pack; (b) the activation or the deactivation of an Optional Module; (c) the signature of an Extension Order Form relating to one or more additional Establishments, or the withdrawal of an Establishment covered.

Odres has no power to amend unilaterally the Pack subscribed to, the modules activated or the number of Establishments covered. Any upward development of the Flat Fee which does not proceed from a positive act of the Client within the meaning of this Article is of no effect, subject only to Article 8.3.

8.2.2. The number of Active Users has no bearing on the Flat Fee. Any development in the number of Active Users entails no change of Pack, no switch of Tier and no modification of the Flat Fee. It is dealt with exclusively as a Metered Service, in accordance with Article 21 bis, within the limit of the Included Allowance of the Price Schedule (Annex 1) and thereafter at the price set out in the Unit Rate Card (Annex 2).

8.2.3. Monthly record and transparency. Odres records monthly, on the basis of the measurements carried out by the Solution, the values of the two Tier Criteria and, separately, those of the five counters of Metered Services. The statement of those values is permanently accessible to the Client from its Account, with details by criterion, by counter and by calendar month. Odres' records constitute evidence between the Parties until proof to the contrary, in accordance with Article 45.7; no irrebuttable presumption is established, having regard to Article VI.91/4, 4° of the Code of Economic Law.

8.3. Scope alignment — use in an Establishment not covered

8.3.1. Exclusive scope of application. The automatic alignment mechanism organised by this Article 8.3 applies solely to the case of use of the Solution in an Establishment which is not covered by the Subscription, in disregard of Articles 6.4.7 and 28.3 (f). It applies to no other criterion, nor to any counter of Metered Services.

8.3.2. Condition as to the record. The alignment is applied only where the use of the Solution in an Establishment not covered is recorded over a complete calendar month. Occasional intra-monthly use entails no pricing consequence. The purpose of that rule is to absorb transitional uses, tests, ephemeral openings and the seasonal or event-driven peaks specific to the HORECA sector.

8.3.3. Characterisation — scope alignment and not a price increase. The Parties expressly agree that the alignment provided for in this Article constitutes the bringing of the scope billed into line with the scope actually used by the Client, and not a price increase decided by Odres. It modifies neither the price of the Pack, nor the price of the Optional Modules, nor the Volume Discount scale, which remain those of the Price Schedule accepted upon subscription: only the number of Establishments covered, a calculation parameter entirely within the Client's control, is brought into line with the reality of its use.

8.4. Prior information and taking effect of the scope alignment

8.4.1. Notification. Odres notifies the alignment to the Client, in writing and within ten (10) Business Days of its being recorded, stating: (a) the Establishment concerned and the factual elements establishing the use; (b) the complete calendar month during which the use was recorded; (c) the new number of Establishments covered; (d) the details of the new Flat Fee calculation, including the applicable Volume Discount, and the corresponding Included Allowances; (e) the effective date; (f) the right of rectification provided for in Article 8.5 and the time limit for it.

8.4.2. Taking effect. The new Flat Fee applies from the first day of the calendar month following the notification, pro rata temporis until the end of the current Subscription Period.

8.4.3. No retroactivity. No retroactive billing is payable in respect of the months preceding the notification, whatever the date on which the use is recorded. Any delay by Odres in recording or in notifying remains at its charge. The only exception is that of deliberate concealment, governed by Article 28.4 (c).

8.4.4. Failure to notify. In the absence of the notification provided for in Article 8.4.1, the alignment does not take effect and the previous Flat Fee alone remains payable.

8.5. Client's right of rectification

8.5.1. Principle. The Client may, within fifteen (15) days of the notification, cease all use of the Solution in the Establishment not covered and provide evidence thereof to Odres.

8.5.2. Effect. Rectification occurring within that time limit cancels the updating of the Flat Fee; the previous Flat Fee alone remains payable and no supplement is billed.

8.5.3. Record. Odres confirms to the Client in writing, within five (5) Business Days of the rectification, the cancellation of the updating.

8.6. Downward development — reciprocity

8.6.1. Principle. The Client may, at any time and by simple written request or from its Account, withdraw an Establishment covered, deactivate an Optional Module or return to a lower Pack. Where no use of the Solution is recorded in an Establishment covered for three (3) consecutive calendar months, the Client may request its withdrawal without having to give any reason.

8.6.2. Taking effect. The downward development takes effect on the first day of the calendar month following the request, the Flat Fee — including the Volume Discount — being recalculated in accordance with the formula of Article 6.4.2 and adjusted pro rata temporis until the end of the current Subscription Period. No fee, no indemnity and no penalty may be billed on that account.

8.6.3. Odres' active information. Odres informs the Client of that possibility as soon as it becomes available, in particular where it records the absence of use referred to in Article 8.6.1, by notification to the contact person and display in the Account. Failure to inform entitles the Client to obtain the downward development with effect from the first day of the month which would have followed the first request it could have made, and the reimbursement of the corresponding overpayment.

8.6.4. Symmetry of the Volume Discount. The Volume Discount is recalculated upon each development in the number of Establishments covered, both upwards and downwards, without any request by the Client and without formality.

8.7. Packs and Optional Modules

8.7.1. Positive act of the Client. Subscription to a higher Pack and the activation of an Optional Module require a positive act of the Client: an order from the Account, the signature of an amendment or of a new Order Form. They may under no circumstances result from an action, from a default activation or from an initiative of Odres.

8.7.2. Prior and quantified information. Before any validation of an order entailing a modification of the Flat Fee, the Solution displays to the Client the newly subscribed scope, the details of the calculation of the new Flat Fee — price of the Pack, price of each Optional Module, number of Establishments concerned, Volume Discount and, where applicable, No-Commitment Surcharge —, the new Included Allowances and the effective date; the order is recorded only after express confirmation.

8.7.3. Deactivation. The deactivation of an Optional Module or the return to a lower Pack produce the effects of Article 8.6.

8.7.4. Publicity of the prices of the Optional Modules. The price of each Optional Module is set out in the Price Schedule (Annex 1), is reproduced in the Order Form and is permanently accessible to the Client from its Account, prior to any activation. The price thus remains determined and known to the Client before any positive act on its part.

8.8. Reduction of scope and closure of an Establishment

8.8.1. Principle. Without prejudice to Article 8.6, the reduction of the scope subscribed to takes effect at the following renewal, subject to a notification given at least thirty (30) days before the expiry date.

8.8.2. Closure of an Establishment. The definitive closure of an Establishment, evidenced by any probative document (deregistration, cessation of activity, transfer), allows the immediate revision of the number of Establishments covered and the recalculation of the Flat Fee without waiting for the three (3) month period of Article 8.6.1, with effect from the first day of the month following the notification, without indemnity.

8.9. Grounds for and balance of the clause

8.9.1. No unilateral modification of the price. The Parties expressly agree that the mechanism organised by this Article does not constitute a clause allowing the unilateral modification of the price or of the characteristics of the service within the meaning of Article VI.91/5, 1° of the Code of Economic Law, on the following grounds, set out cumulatively:

(a) Odres has no power of initiative over the price. The two Tier Criteria — the Pack and the Optional Modules on the one hand, the number of Establishments covered on the other — may develop only by a positive act of the Client (Article 8.2.1). Odres may neither change the Pack, nor activate a module, nor add an Establishment of its own volition. (b) The only mechanism remaining in the absence of a positive act is a scope alignment, confined to the situation in which the Client itself uses the Solution in an Establishment which it has not declared (Article 8.3). The triggering event is therefore, here again, the exclusive act of the Client, and the purpose of the clause is to bring the scope billed into line with the scope actually used, and not to increase a price. (c) No unit price is modified. The price of the Pack, the price of each Optional Module and the Volume Discount scale remain those of the Price Schedule accepted upon subscription. Their revision is governed exclusively by Articles 24 and 25. (d) The Price Schedule is a contractual document, communicated before subscription and accepted by the Client, which knows from the outset the Flat Fee calculation formula, the unit prices, the Volume Discount, the No-Commitment Surcharge and the Included Allowances of each Pack. (e) The mechanism is entirely bidirectional: the downward development of Article 8.6 is open to the Client at any time, takes effect in the following month, is free of any charge and is the subject of active information by Odres, failure to give which is sanctioned. (f) The mechanism is accompanied by procedural safeguards: prior and quantified information (Articles 8.4.1 and 8.7.2), no retroactivity (Article 8.4.3), a right of rectification (Article 8.5), a record over a complete calendar month (Article 8.3.2) and a sanction for failure to notify (Article 8.4.4). (g) The record is objective, measurable and verifiable, the statement thereof is permanently accessible to the Client from its Account and evidence to the contrary remains admissible (Article 8.2.3).

8.9.2. Removal of the switch linked to Active Users. The Parties expressly note that the number of Active Users, which previously constituted a criterion for determining the flat-rate price, has been removed from the Tier Criteria and converted into a Metered Service, billed per unit consumed beyond an Included Allowance known upon subscription. It follows that no development in the number of Active Users may entail any switch of Tier or any modification of the Flat Fee, and that the resulting price variation is strictly proportionate to the Client's actual consumption, which it may cap pursuant to Article 21 bis.5.

8.9.3. Price revisions. Revisions of the price of the Pack, of the price of the Optional Modules, of the Volume Discount scale, of the rate of the No-Commitment Surcharge, of the Included Allowances and of the Unit Rate Card are not governed by this Article and are governed exclusively by Articles 24 (indexation) and 25 (price revision).

Article 9. Go-Live

9.1. Definition. Go-Live consists of the opening of the Account, the creation of the Establishments covered by the Subscription, the activation of the Pack subscribed to and of the Optional Modules ordered, and the effective making available of access to the Production Environment.

9.2. Time limit. Odres brings the Solution into service within the time limit indicated in the Order Form or, failing that, within a reasonable time not exceeding fifteen (15) Business Days from the conclusion of the Contract and from receipt of the elements to be supplied by the Client. That time limit is suspended to the extent of any delay attributable to the Client.

9.3. Record. Go-Live is recorded by Odres' notification to the Client's contact person, accompanied by the accesses. The Client has ten (10) Business Days to report in writing any substantial discrepancy between the scope subscribed to and the scope brought into service. In the absence of a report within that period, Go-Live is deemed to comply with the scope subscribed to, without this entailing any waiver by the Client of its right to rely on non-apparent defects or on subsequent breaches.

9.4. Effect. Unless otherwise stated in the Order Form, the Subscription Period and billing run from Go-Live.

9.5. Start-up services. The start-up support services — data import, configuration, training and support — are described in Article 21 ter and billed, where applicable, in respect of the Set-up Fees.

Article 10. Configuration and migration of the initial data

10.1. Configuration. The initial configuration (structure of the Establishments, permission profiles, reference data, calculation rules, work schedule templates, catalogues) is carried out: (a) by the Client, autonomously, on the basis of the Documentation; or (b) by Odres, within the scope and the volume expressly provided for in the Order Form.

In case (b), Odres acts on the basis of the instructions and information supplied by the Client, the accuracy and the compliance of which with its legal, regulatory and contractual obligations, in particular under employment law, the Client warrants.

10.2. Migration of the initial data. Where a data migration is provided for in the Order Form: (a) the Client supplies the data in the format and in accordance with the template communicated by Odres, in a structured and workable file; (b) the Client warrants that it is entitled to communicate those data and that it has fulfilled, where applicable, its information obligations under the GDPR; (c) Odres carries out a test load and communicates a control report to the Client (volumes, rejections, anomalies detected); (d) the Client has ten (10) Business Days to validate the result or to have it corrected; once that period has expired without any written reservation, the migration is deemed accepted as regards what is apparent; (e) Odres assumes no obligation as to result in respect of the intrinsic quality of the data supplied: errors, duplicates, inconsistencies or gaps present in the source files remain at the Client's charge.

10.3. Volumes and iterations. Unless otherwise stated, the migration comprises one (1) test iteration and one (1) final iteration. Any additional iteration is billed at the rate for additional services.

10.4. Retention of the source files. The Client shall retain, throughout the migration and for at least six (6) months thereafter, a complete copy of its source files.

Article 11. Client's cooperation obligations

11.1. Principle. The proper performance of the Contract presupposes active and loyal cooperation by the Client. The obligations under this Article constitute contractual obligations in their own right, the non-performance of which may justify the application of Articles 22 (suspension) and 26 (termination for breach), and reduce Odres' liability to a corresponding extent.

11.2. Contact person. The Client shall designate, upon conclusion of the Contract, a project contact person and a deputy, whose name, position, e-mail address and telephone number it shall communicate. The contact person has the power to take routine operational decisions and to receive technical notifications. The Client shall notify any change of contact person within five (5) Business Days.

11.3. Supply of data and information. The Client shall supply in good time all the data, information, specifications, reference data and accesses necessary for Go-Live, for the configuration and for the performance of the Contract, and warrants their accuracy, lawfulness and completeness.

11.4. Training of the Users. The Client shall provide or arrange for the training of its Users in the use of the Solution and shall ensure that they have the necessary skills and resources. It shall circulate the ToU and the AUP to them and obtain their acceptance thereof.

11.5. Technical environment. The Client shall ensure the compliance of its environment with the prerequisites (Article 6.8), the keeping up to date of its browsers and terminals, the security of its local network and the protection of its workstations.

11.6. Cooperation in the event of an incident. The Client shall report anomalies on the terms of the SLA, supply Odres with the diagnostic elements requested (screenshots, logs, context, reproduction data set) and make a competent contact available while the incident is being dealt with.

11.7. Follow-up meetings. Where the Order Form so provides, the Parties shall hold periodic follow-up meetings; the Client undertakes to attend them or to be represented at them.

11.8. Effect of a failure to cooperate. Odres shall inform the Client, in writing, of any breach of those obligations which prevents it from performing the Contract. The time limits borne by Odres are suspended to a corresponding extent, and the justified additional costs incurred as a result of that breach are billable after prior information of the Client and its written acceptance in principle and as to their estimated amount.

Title IV — Obligations of the parties

Article 12. General obligations of Odres

12.1. Nature of the undertaking. Odres is bound by an enhanced best-efforts obligation: it undertakes to deploy all the diligence, skills and resources which a professional and prudent SaaS publisher in the same sector would deploy in comparable circumstances, and to comply with the quantified commitments which it has expressly entered into, in particular in the SLA.

12.2. Content. Odres undertakes in particular: (a) to provide access to the Solution in accordance with the scope subscribed to; (b) to host the Solution and the Client Data on the terms of Article 19; (c) to provide corrective and upgrade maintenance on the terms of Articles 14 and 15; (d) to provide support on the terms of the SLA; (e) to comply with the availability commitments of the SLA; (f) to implement the security measures of Article 20 and of the DPA; (g) to inform the Client of major developments and of removals of features (Articles 15.4 and 16); (h) to process Personal Data in accordance with the DPA; (i) to comply with confidentiality on the terms of Article 30; (j) to cooperate in the exit on the terms of Title VIII.

12.3. Personnel and subcontractors. Odres performs the Contract with qualified personnel, for whom it remains solely responsible; it is answerable for its subcontractors as for itself, without prejudice to Article 35.

Article 13. Access to the Solution and hosting

13.1. Access. Odres makes the Solution available on a SaaS basis, accessible online throughout the term of the Contract, subject to payment of the price and to the cases of suspension provided for in the Contract.

13.2. Hosting, location and transfers. The application, the database and the files uploaded — including HR documents and attachments — are hosted in the European Union, in accordance with the following processing chain:

The application, the database and the files — including HR documents and attachments — are hosted in the European Union. Three ancillary functions call upon providers established in the United States: the routing of push notifications, the reading of and reply to online reviews, and the artificial intelligence features. Those transfers are based on the standard contractual clauses of the European Commission (Implementing Decision (EU) 2021/914) and, where the provider is certified under it, on the EU–US Data Privacy Framework.

Clarifications.

(a) Push notifications carry no data from the database: only the text of the notification and the device token are transmitted to the routing service. That is what makes the transfer proportionate. Notifications routed by Mozilla are moreover end-to-end encrypted and unreadable by the provider.

(b) Online reviews are public data: the public name of the author and the text of its review are published by it on the recipient's platform, which acts as an independent controller as regards those data.

(c) The order of the grounds for the transfer is mandatory: the standard contractual clauses of the European Commission are relied upon first and constitute the basis of the transfer; certification under the EU–US Data Privacy Framework, where the provider is registered under it, is relied upon only thereafter, as an additional safeguard. Google LLC, Anthropic PBC, Vimeo Inc. and Cloudinary Ltd. are registered under that framework; Apple Inc. and Mozilla Corporation are not: for those two providers, the transfer is based exclusively on the standard contractual clauses declared by the provider.

(d) Providers' head offices. Railway, Neon and Cloudinary have their head offices outside the European Union, although the processing takes place within the Union. A US provider remains subject to the orders of its national law whatever the location of the server; that point is taken into account in the transfer impact assessment annexed to the DPA.

(e) Backups. Database backups are provided by the database provider in the European Union, with point-in-time recovery, for the period provided for in the SLA and in the DPA.

The Client Data are encrypted in transit (HTTPS/TLS) and at rest. Files containing personal or confidential data are stored in private mode, accessible only by means of a signed link of limited validity served to a valid session.

Those providers are listed in Annex 2 to the DPA, which specifies, for each of them, whether it acts as a sub-processor within the meaning of Article 28, § 4 of the GDPR or as a separate controller, as well as the basis for the transfer where there is one. That annex prevails over this Article. Any modification of the hosting chain, of the list of those providers or of the place of processing is notified in accordance with Article 40 and with the prior information and objection mechanism of the DPA and, where it entails a transfer outside the European Economic Area, dealt with in accordance with Chapter V of the GDPR and with the DPA.

Banking connection provider. No account information service provider is designated as at the date of these Terms. On the day on which such a provider is selected, it will be added to Annex 2 to the DPA in accordance with the prior information and right of objection procedure organised therein, and Article 18 bis will apply.

13.3. Pooling. The Solution is operated on a pooled (multi-tenant) architecture. The Client Data are subject to logical segregation. The Client may require a dedicated instance only if the Order Form expressly so provides.

13.4. Reasonable use restrictions. Odres may define, in the Documentation, reasonable use limits (number of API calls per period, storage volume, size of exports), intended to preserve the stability and the security of the service for all clients. Those limits are objective, non-discriminatory and notified with thirty (30) days' notice before any reduction. In the event of exceedance, Odres shall inform the Client and propose a suitable solution to it before any technical limitation, save in the event of a security emergency. Those untariffed technical limits are distinct from the Included Allowances defined in Article 1.2 bis and billed in accordance with Article 21 bis; they may not have the effect of restricting the use of the Included Allowances contractually subscribed to.

Article 14. Corrective maintenance

14.1. Odres provides for the correction of anomalies affecting the Solution, in accordance with the arrangements, response times and restoration times defined in the SLA.

14.2. Exclusions. The following do not fall within corrective maintenance, and may be the subject of billing after prior information and agreement of the Client: (a) anomalies resulting from a use not in compliance with the Documentation, with the ToU or with the AUP; (b) those resulting from a modification of the Client's technical environment or from failure to comply with the prerequisites; (c) those resulting from Third-Party Services or from their development; (d) those resulting from erroneous or corrupted data supplied by the Client; (e) those resulting from an event of Force Majeure or from the act of a third party.

14.3. Workaround. Odres may implement a temporary workaround, which interrupts the restoration times on the terms of the SLA, without relieving Odres of the obligation to provide a definitive correction within a reasonable time.

Article 15. Upgrade maintenance and developments of the Solution

15.1. Principle. The Subscription includes access to successive versions of the Solution, corrections, improvements and new features integrated into the offer subscribed to, at no additional cost.

15.2. New offers. Odres may market new modules, options or offers subject to separate pricing; subscription to them is optional and does not affect the scope already subscribed to.

15.3. Control of development. Odres freely determines the technical and functional direction of the Solution, subject to the maintenance of the essential characteristics of the scope subscribed to during the current Subscription Period. No roadmap constitutes a contractual commitment, save where expressly incorporated into the Order Form.

15.4. Information on major developments. Odres shall inform the Client, by notification to the contact person and publication within the Solution, of any major development of the Solution — that is to say any development substantially modifying the ergonomics, the working processes, the export formats or the integration interfaces — with reasonable notice and, save in the event of a security emergency, of at least thirty (30) days.

15.5. Imposed developments. Developments rendered necessary by a legal or regulatory obligation, by a security requirement, or by the development of an indispensable third-party component may be deployed without notice where the urgency so justifies; the Client is informed thereof as soon as possible.

Article 16. Removal of features

16.1. Odres may remove or replace an existing feature on valid grounds: technical obsolescence, a security flaw which cannot be corrected, the disappearance or modification of a component or of a Third-Party Service, legal non-compliance, or objectively established residual use rendering its maintenance economically unjustified.

16.2. Notice and information. The removal of a feature which is substantial to the scope subscribed to is the subject of prior written information to the Client, stating the grounds, the effective date and, where applicable, the replacement solution, with at least three (3) months' notice.

16.3. Client's right of termination. Where the removal substantially and adversely affects the Client's use of the Solution, the Client may terminate the Contract, without charge or indemnity, by notification given within thirty (30) days of the information, with effect on the effective date of the removal. Odres shall reimburse pro rata temporis the sums paid in advance in respect of the period after the termination.

16.4. Justification of the balance. The provisions of Articles 15 and 16 are accompanied by valid grounds, by notice and by a right of termination without charge for the benefit of the Client, having regard to Article VI.91/5, 1° and 3° of the Code of Economic Law.

Article 17. Obligations and liability of the Client

17.1. Compliant use. The Client shall use the Solution in accordance with the Contract, with the Documentation, with the ToU, with the AUP and with the applicable regulations. It shall in particular refrain from any use liable to affect the security, the integrity or the availability of the Solution or the rights of third parties.

17.2. Accuracy of the data. The Client is solely responsible for the accuracy, the updating, the lawfulness and the relevance of the Client Data which it enters or has entered into the Solution, as well as for the processing, calculations and decisions which it derives therefrom. The Solution is a management support tool: it is no substitute for the Client's professional judgement or for its advisers (certified accountant, payroll agency, legal counsel).

17.3. Compliance of its own processing. The Client is the Controller of the Personal Data which it processes by means of the Solution, in particular the data of its staff and of its end customers. It is in particular for the Client: (a) to define specified, explicit and legitimate purposes, and to have a valid legal basis; (b) to ensure that data subjects are informed and to deal with their requests to exercise their rights; (c) to comply with the rules applicable to health-related data where reasons for absence are recorded (Article 9 GDPR); (d) to comply with the rules applicable to the canvassing and loyalty-building of its end customers (consent, opt-out, Book VI of the Code of Economic Law, Directive 2002/58/EC); (e) to maintain its record of processing activities and, where applicable, to carry out a data protection impact assessment; (f) to consult, where the applicable law so requires, the staff representation bodies prior to the implementation of a working time monitoring system; (g) to inform the consumers taking part in the loyalty, prize wheel and online review modules, on the basis of the information and consent-gathering texts supplied by the Solution and adaptable by the Client, and to comply with Article 3.8 bis of the AUP.

17.4. Employment law. The Client remains solely responsible for compliance with the social legislation applicable to its activity, in particular: the work rules, the display and communication of working hours, the rules applicable to part-time work and to overtime, the retention of social documents, the applicable collective agreements (in particular, in Belgium, those of the joint committee competent for the HORECA sector) and the Dimona and Checkin@Work reporting obligations. Odres supplies only a management tool; it assumes no social advisory obligation, does not warrant the compliance of the configurations adopted by the Client with the applicable employment law, and may not be held liable for the consequences of a configuration, a use or a declaration decided upon by the Client.

17.5. Permissions and Credentials. The Client creates, modifies and deletes the accounts of its Users, assigns the permission profiles appropriate to the need-to-know principle, carries out periodic access reviews and withdraws without delay the accesses of persons who have left its workforce or changed position. The Credentials are strictly personal and confidential. The Client is answerable for any use of the Solution made by means of the Credentials assigned, unless it demonstrates that the disputed use results from a security failure attributable to Odres.

17.6. Retention of its exports. Without prejudice to the backups carried out by Odres under the SLA, the Client is invited to carry out periodic exports of its data. The Client retains control of its legal retention obligations (social documents, accounting and tax records), which it may not satisfy by storage within the Solution alone.

17.7. Indemnity against third-party claims. The Client shall indemnify Odres against any claim, action, complaint or demand emanating from its employees, its staff representatives, its end customers, its suppliers or any authority, and based on (i) the content or the use of the Client Data, (ii) the Client's decisions or configurations, or (iii) a breach by the Client of its own legal obligations. That indemnity covers final pecuniary awards, defence costs and reasonable fees, subject to the following cumulative conditions: Odres notifies the claim to the Client within a reasonable time, makes no admission of liability or settlement without the Client's written agreement, and leaves the conduct of the defence to the Client, while being entitled to be assisted by counsel at its own expense.

17.8. Limit of the indemnity. The indemnity provided for in Article 17.7 does not apply to the extent that the claim is caused by a breach by Odres of its own obligations, by its wilful misconduct or by its gross negligence.

17.9. Payment. The Client shall pay the price on the terms of Title V.

Article 18. Artificial intelligence features

18.1. Information and actual scope. As at the date of these Terms, two (2) features of the Solution call upon artificial intelligence, to the exclusion of any other: (a) the ODRES assistant in the back office, accessible to Users authorised by their role, which answers the questions put to it and may, after explicit confirmation by the User and within the scope of the User's own rights, carry out actions within the Solution; (b) the assistance with replying to online reviews in the Marketing module, the reply being published only after validation by the manager. No footfall forecasting, automatic work schedule building, order recommendation or price suggestion function is implemented to date. Odres informs the Client, in the Documentation, of the features concerned, of the data transmitted and of their limits. Use is capped in volume, per User and globally per month.

18.2. Decision support nature. The results produced by those features are indicative, probabilistic and liable to error. They constitute neither advice nor a decision. The Client retains control of and responsibility for any decision.

18.3. Prohibition of automated decision-making use on persons. The Client shall refrain from using those features in order to base, in an exclusively automated manner and without significant human intervention, a decision producing legal effects or significantly affecting a natural person, in particular as regards recruitment, assignment, appraisal, sanction or termination of the employment relationship (Article 22 GDPR).

18.4. Regulatory compliance. Odres reserves the right to adapt, restrict or suspend any artificial intelligence feature with a view to complying with Regulation (EU) 2024/1689 or with any other regulatory requirement. Where such an adaptation constitutes the removal of a substantial feature, Article 16 applies.

18.5. Training data. Odres uses the Client Data for the training or improvement of models only after irreversible anonymisation, on the terms of Article 29.5 relating to Aggregated Data, or on the basis of a separate written agreement of the Client. The data transmitted to the model provider through its application programming interface are not used to train its models; that provider retains the inputs and outputs for a limited period for abuse detection purposes, and then deletes them.

18.6. Model provider, location and safeguards. The features referred to in Article 18.1 are based on a language model supplied by Anthropic — Anthropic Ireland Limited for services within the European Union, Anthropic PBC —, the application programming interface of which is hosted in the United States. That provider has the status of sub-processor within the meaning of Article 28, § 4 of the GDPR; it is listed in Annex 2 to the DPA, which specifies the location of the processing, and its replacement or the addition of a provider is governed by the prior information and objection mechanism provided for in the DPA. The transfer to the United States is based on the standard contractual clauses of the European Commission (Implementing Decision (EU) 2021/914, modules 2 and 3), incorporated into the provider's processing agreement, and, as an additional safeguard, on the certification of Anthropic PBC under the EU–US Data Privacy Framework.

The following are never transmitted to an artificial intelligence feature: passwords, PIN codes, bank details, time recording selfies, nor any data of an establishment to which the User does not have access. Odres retains the text of the conversations, in the database referred to in Article 13.2, as well as a usage log per call (user, establishment, model, volume, duration, success), without the content.

18.7. Measurement of consumption — AI Credits

18.7.1. Unit of measurement and specific regime. The consumption of the artificial intelligence features is measured in AI Credits, which constitute one of the five counters of Metered Services within the meaning of Article 1.2 bis. By way of derogation from the Overage billing regime, the AI Credits are not billed as an Overage: beyond the Included Allowance, they are topped up at the Client's sole initiative on the terms of Article 21 bis.9, the service being simply suspended upon exhaustion of the balance.

18.7.2. Subject matter of the measurement. The AI Credit measures a consumption of computing resources, and not a result. No warranty is given as to the accuracy, the completeness or the relevance of the outputs produced, which remain subject to Articles 18.2 and 18.3 and require human supervision. The consumption of AI Credits is payable irrespective of the use the Client makes of the outputs produced and of its assessment of them, without prejudice to its right to dispute the measurement itself in accordance with Article 21 bis.6.

18.7.3. Nature of the AI Credit. An AI Credit constitutes neither a currency, nor a security, nor a means of payment. It is neither transferable, nor refundable, nor convertible.

18.8. AI Credit conversion table

18.8.1. Publicity, stability and versioning. The conversion table, which states the number of AI Credits consumed per type of processing, is set out in Annex 2 hereto and in the Documentation. It is public, stable and versioned: each version bears a number and an effective date, and Odres retains and makes available to the Client the dated history of the successive versions.

18.8.2. Applicable version. The applicable version is that in force on the first day of the billing period under consideration.

18.8.3. Unfavourable modification — treated as a price increase. Any modification of the conversion table having the effect of increasing the number of AI Credits consumed for identical processing constitutes, for the purposes of the Contract, a price increase and is accordingly subject to Article 25: valid grounds, three (3) months' notice, quantified information and the Client's right of termination without charge. Any provision or practice to the contrary is of no effect.

18.8.4. Favourable modification and bidirectionality. A modification having the effect of reducing the number of AI Credits consumed for identical processing takes effect as of right for the benefit of the Client, without formality and without notice, as from its publication.

18.8.5. New types of processing. The addition to the table of a new type of processing, corresponding to a feature the use of which is optional and results from a positive act of the Client, does not constitute an unfavourable modification within the meaning of Article 18.8.3.

Article 18 bis. Connection of bank accounts — account information service

18 bis.1. Purpose and absence of a counter. This Article applies where the Client activates the bank account connection feature. That feature does not constitute a Metered Service: it is not subject to any counter, to any Included Allowance or to any Unit Rate Card, and is set out neither in the Price Schedule (Annex 1), nor in the Unit Rate Card (Annex 2). Its cost is governed exclusively by Article 18 bis.9.

18 bis.2. Odres' status — absence of authorisation. The aggregation of bank accounts, or account information service, constitutes a regulated activity within the meaning of Directive (EU) 2015/2366 of 25 November 2015 (PSD2), transposed in Belgium in particular in Book VII of the Code of Economic Law and by the Act of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, which makes the exercise of that activity subject to authorisation by or registration with the National Bank of Belgium.

Odres expressly declares that it is neither a payment institution nor an authorised or registered account information service provider, and that it does not itself supply the bank account aggregation service.

18 bis.3. Intervention of an authorised third-party provider. The connection of bank accounts is carried out through an authorised third-party provider within the meaning of Directive (EU) 2015/2366, to which the Client gives its consent directly, in accordance with that provider's own contractual terms, which the Client acknowledges having been placed in a position to acquaint itself with. The relationship thus established between the Client and that provider is distinct from the Contract; Odres is not a party to it.

No provider is designated as at the date of these Terms. On the day on which a provider is selected, Odres shall inform the Client thereof prior to any activation of the feature, stating its identity, its State of establishment, its authorisation status and the location of the processing, and shall list it in Annex 2 to the DPA in accordance with the prior information and right of objection procedure organised therein. For as long as no provider is designated, the feature is not available and no amount may be billed on that account.

18 bis.4. Bank credentials. Odres at no time accesses the Client's bank access credentials, does not collect them, does not store them and does not transmit them. The Client's authentication takes place exclusively with its payment service provider or with the authorised provider, in accordance with the strong customer authentication procedures imposed by the regulations.

18 bis.5. Term and renewal of the consent. The consent given to the authorised provider is of limited duration and must be renewed periodically by the Client by means of strong authentication, in accordance with the applicable regulations. Odres shall notify the Client, by display in the Account and by notification to the contact person, of the approach of the expiry of the consent.

Failure to renew the consent interrupts the feed of banking data. That interruption: (a) does not constitute unavailability within the meaning of the SLA and is excluded from the calculation of the availability rate; (b) does not engage Odres' liability; (c) gives rise to no entitlement to any credit note or reimbursement.

18 bis.6. Unavailability of the authorised provider or of the account servicing institution. The unavailability, modification, degradation or removal of the interfaces made available by the authorised provider or by the institution servicing the account is governed by Article 38.4 relating to Third-Party Services. Where such a removal is definitive and substantially affects the Client's use, Article 16.3 applies.

18 bis.7. Status of the banking data. The data relating to the Client's bank accounts and to their transactions remain Client Data within the meaning of Article 1.1. Their processing by Odres is governed by the DPA, the authorised provider having, as the case may be, the status of sub-processor or of separate controller, as Annex 2 to the DPA will specify upon its designation.

18 bis.8. Absence of any payment service. The Solution permits neither the initiation of payment transactions, nor the execution of payment orders, nor the holding of funds on behalf of the Client. No provision of the Contract may be construed as conferring on Odres the status of payment service provider.

18 bis.9. Cost — re-invoicing euro for euro, without mark-up.

(a) Principle. Where the feature is activated by the Client, the cost billed to Odres by the authorised provider in respect of the Client's connected accounts is re-invoiced to it euro for euro, on production of supporting documents and without any mark-up, margin, commission or handling fee of any kind.

(b) Determination of the price. The price is thus determined by an objective criterion, external to the Parties and verifiable — the public or contractual rate of the authorised provider, as billed to Odres. It proceeds from no unilateral assessment by Odres.

(c) Supporting documents. Each invoice containing a re-invoicing under this Article is accompanied by the supporting document for the cost borne by Odres for the period under consideration, enabling the Client to verify the amount thereof. In the absence of supporting documents, the amount is not payable.

(d) Prior information. Before any activation of the feature, Odres shall communicate to the Client the rate of the authorised provider then in force and the forecast amount of the re-invoicing. Activation requires a positive, express and prior act of the Client within the meaning of Article 8.7.1.

(e) Variation in the provider's rate. Any variation in the authorised provider's rate is passed on, both upwards and downwards, to the extent of that variation alone and without any additional margin, subject to a written and quantified notification sent to the Client thirty (30) days before it takes effect. The Client may, within that period, deactivate the feature without charge, without indemnity and without penalty, the deactivation taking effect on the date on which the variation comes into force, without this affecting the remainder of the Contract.

(f) Balance. The Parties expressly agree that this mechanism does not constitute a clause allowing the unilateral setting or modification of the price within the meaning of Article VI.91/5, 1° of the Code of Economic Law: the price is determined by a third party, evidenced by documents in hand, devoid of any margin, bidirectional, accompanied by notice and by a right of deactivation without charge, and the feature itself is activated only upon a positive act of the Client.

Article 18 ter. Processing of accounting documents — regulated professions and legal retention

18 ter.1. Purpose. This Article applies to the features for importing, recognising, extracting, reconciling and exporting accounting records, the consumption of which constitutes one of the Metered Services billed on the terms of Article 21 bis.

18 ter.2. Technical tool — no exercise of a regulated profession. In Belgium, the professions of accountant, certified accountant and tax adviser are reserved and governed by the Act of 17 March 2019 on the professions of certified accountant and tax adviser and by the rules of the Institute for Tax Advisors and Accountants (ITAA).

Odres supplies a technical tool for processing, extracting and exporting data. It expressly declares: (a) that it exercises no regulated accounting or tax profession; (b) that it issues no opinion, advice or certificate of an accounting or tax nature; (c) that it is no substitute for the Client's certified accountant, tax adviser or statutory auditor, the free choice of whom the Client retains.

Where the automatic recognition of records is carried out, in whole or in part, by a third-party provider, that provider has the status of sub-processor within the meaning of Article 28, § 4 of the GDPR, is listed in Annex 2 to the DPA and its addition or replacement is governed by the information and objection mechanism provided for in the DPA. The Client is informed, in the Documentation, of the service implemented and of the location of the processing. The banking connection provider referred to in Article 18 bis, where designated, plays no part in the processing of accounting records governed by this Article.

18 ter.3. No warranty as to the completeness and accuracy of the extraction. The automatic extraction of data from the records imported is supplied without any warranty as to completeness or accuracy. It is based on automatic recognition techniques the reliability of which depends in particular on the quality, the legibility, the format and the structure of the records supplied by the Client.

The Client retains, in all cases, the duty of verification of the data extracted prior to any accounting, tax, social or legal use, and remains solely responsible for the entries, declarations and decisions which it derives therefrom. This provision is a particular application of Articles 17.2 and 38.2.

18 ter.4. Legal retention of supporting records. The Client remains solely responsible for the legal retention of its supporting records, of its books and of its accounting documents, in particular having regard to the seven (7) year retention obligation resulting from Article III.86 of the Code of Economic Law, as well as to the equivalent obligations in tax and social matters.

18 ter.5. Absence of legal archiving. The Solution does not constitute an electronic archiving system with probative value or a legal archiving service, unless expressly stated otherwise in the Order Form. The Client may not satisfy its legal retention obligations by the storage of records within the Solution alone, and shall, to that end, carry out periodic exports in accordance with Article 17.6.

18 ter.6. Deletion and end of the Contract. The Client's attention is expressly drawn to the fact that the end of the Contract entails, upon the expiry of the periods provided for in Articles 34, 37.2 and 37.3, the deletion of the records stored within the Solution. It is for the Client to ensure their retrieval on the terms of Title VIII.

Article 19. Location and integrity of the data — continuity

19.1. Odres implements the measures necessary to maintain the integrity and the availability of the Client Data, in accordance with the SLA and the DPA. The location of the processing and the transfers outside the European Union are those described in Article 13.2.

19.2. The backup (RPO) and recovery (RTO) objectives, the frequency and the retention period of the backups are set out in the SLA. Backups are provided by the database provider in the European Union.

19.3. Odres maintains a business continuity and disaster recovery plan, periodically tested, the principles of which are set out in the SLA.

Article 20. Information security — incidents — NIS2

20.1. Security measures. Odres implements appropriate technical and organisational measures, described in the DPA, aimed in particular at: the encryption of flows and of data at rest, identity and access management, the segregation of environments, logging, vulnerability and patch management, backup, the awareness-raising of its personnel and the contractual framework governing its subcontractors.

20.2. Odres' tests and audits. Odres arranges, at its own expense and at least annually, for security tests of the Solution, the nature of which — penetration test, code review or external audit — is determined by Odres according to the scope concerned and the state of the risks identified. A summary of the results may be communicated to the Client upon request, subject to confidentiality and subject to information the disclosure of which would compromise security.

20.3. Notification of security incidents. Odres shall notify the Client, without undue delay after becoming aware of it, of any security incident affecting the Client Data. The notification of Personal Data Breaches is governed by the time limits and arrangements of the DPA.

20.4. Reporting by the Client. The Client shall report without delay to support@odres.io any security incident, suspicion of compromise of Credentials or vulnerability of which it is aware, and shall refrain from disclosing it publicly before Odres has been placed in a position to remedy it, without this precluding its legal notification obligations.

20.5. NIS2 cooperation. Each Party shall inform the other of its possible classification as an essential or important entity within the meaning of Directive (EU) 2022/2555, transposed in Belgium by the Act of 26 April 2024. The Parties shall cooperate in good faith, to a reasonable and proportionate extent, in order to enable the other to satisfy its obligations as regards risk management and incident notification, in particular by supplying the information necessary for the classification and the reporting of a significant incident. That cooperation amounts neither to a transfer of regulatory responsibility nor to a warranty of the other Party's compliance.

20.6. Prohibition of unauthorised tests. The Client shall refrain from any penetration test, vulnerability scan, load test or technical audit operation on the Solution without the prior written authorisation of Odres, which may not be refused without legitimate grounds where the request is proportionate, properly framed and at the Client's charge.

Title V — Financial conditions

Article 21. Price, billing and payment

21.1. Composition of the price. The price payable by the Client is expressed exclusive of tax, in euros, and is composed of two parts, to which are added, where applicable, the non-periodic sums referred to in Articles 21 ter and 21 quater:

(a) a fixed part, consisting of the Flat Fee, calculated in accordance with the formula of Article 6.4.2 on the basis of the Price Schedule (Annex 1) and reproduced in the Order Form; the Flat Fee is payable per billing period. The number of Establishments covered is a calculation parameter of the Flat Fee and not a billing unit: no separate price is payable per Establishment and no separate Subscription is taken out per Establishment;

(b) a variable part, consisting of the Overages of Metered Services billed at the Unit Rate Card (Annex 2), on the terms of Article 21 bis, with the exception of the AI Credits, which are governed by the top-up at the Client's initiative regime of Article 21 bis.9 and give rise to no Overage billing.

To the foregoing are added, where payable: the Set-up Fees (Article 21 ter), the rent for the Leased Equipment and, where applicable, its Residual Value (Article 21 quater and Annex 3), as well as the re-invoicing of the banking connection cost (Article 18 bis.9).

The Order Form is the only document constituting evidence between the Parties as to the Pack subscribed to, the Optional Modules activated, the number of Establishments covered, the Flat Fee and the financial conditions subscribed to. In the absence of an agreed rate for a service, the public rate in force on the date of the order applies.

21.2. Basis of the Flat Fee. The Flat Fee covers, for the scope subscribed to: (a) the right of access to the Solution for the Pack subscribed to, the Optional Modules activated and all the Establishments covered; (b) hosting; (c) corrective and upgrade maintenance; (d) support and the level of service defined in the Service Level Agreement, single and identical for all Packs; (e) the Included Allowances for each of the Metered Services, as indicated in the Price Schedule.

The Flat Fee covers neither the Overages of Metered Services, billed in accordance with Article 21 bis, nor the Set-up Fees, nor the rent for the Leased Equipment, nor the exclusions of Article 6.5, nor the additional services of Article 6.6.

21.3. Frequency and due date. The Flat Fee is billed in accordance with the monthly, quarterly or annual frequency indicated in the Order Form, in advance, on the anniversary date of Go-Live or on the agreed date. The Overages of Metered Services are billed monthly and in arrears, on a detailed statement, on the terms of Article 21 bis.1. The AI Credit top-ups are billed upon their being ordered, on the terms of Article 21 bis.9. The Set-up Fees are billed on the terms of Article 21 ter.4. The rent for the Leased Equipment is billed monthly, in advance, together with the Flat Fee. Additional services are billed upon their performance or in accordance with the payment schedule of the quotation.

21.4. Payment period and transmission of invoices. Unless otherwise stated in the Order Form, invoices are payable seven (7) days from the invoice date. Prices are expressed and payable in euros (EUR).

Invoices are issued and transmitted by electronic means, the Client expressly accepting that method of transmission, in the form of: (a) a structured electronic invoice in Peppol BIS format, transmitted via the Peppol network; and (b) a copy in PDF format sent by e-mail to the billing address communicated by the Client.

The Client shall communicate and keep up to date the data necessary for that routing, in particular its Peppol identifier and its electronic billing address.

21.5. Methods of payment. Payment is made by direct debit or by payment card, at the Client's option, through Stripe Payments Europe, Limited (1 Grand Canal Street Lower, Dublin 2, Ireland), the payment service provider mandated by Odres and active as at the date of these Terms:

(a) direct debit (SEPA direct debit, B2B or Core scheme): the Client signs a mandate, communicates the necessary bank details, warrants that funds are available and informs Odres of any change of account at least ten (10) Business Days before the due date. The pre-notification period for a debit is five (5) Business Days, unless the Parties agree on a shorter period;

(b) payment card, by recurring debit authorised by the Client upon subscription and revocable by it at any time, subject to the substitution of another means of payment.

The Parties may further agree on a direct bank debit, without the intermediation of a payment service provider.

Data processed by the provider and location. The SEPA mandate or the card is entered and retained with Stripe only: Odres never sees or stores any card number or IBAN and retains only technical identifiers, the invoices and the status of payments, as well as an idempotency record of the payment events received. The processing is located in Ireland (European Union), certain functions of the Stripe group being performed from the United States; the corresponding transfer is based on the standard contractual clauses of the European Commission (Implementing Decision (EU) 2021/914) incorporated into the provider's processing agreement and, as an additional safeguard, on the certification of Stripe, LLC under the EU–US Data Privacy Framework, in accordance with Article 13.2. As regards the payment data, the provider acts as an independent controller in respect of its own regulatory obligations; as regards the collection of subscription payments, its role is specified in Annex 2 to the DPA.

Change of provider. Odres may change payment service provider, or revert to a direct bank debit, without any amendment to the Contract, subject to prior written information of the Client of thirty (30) days. That change has no bearing on the arrangements, the time limits or the cost of payment for the Client; it gives rise, if the new provider so requires, to the signature of a new mandate, which Odres shall arrange at its own expense. The new provider is listed in Annex 2 to the DPA in accordance with the prior information and right of objection procedure organised therein.

The bank charges specific to the means of payment chosen by the Client are at its charge. No charge linked to the intermediation of the payment service provider is re-invoiced to the Client. The Client shall ensure the permanent validity of the mandate or of the debit authorisation throughout the term of the Contract.

21.6. Dispute of an invoice. Any dispute of an invoice must be notified in writing, with reasons and in detail, within fifteen (15) days of receipt of the invoice. A good-faith dispute of a determined part of the invoice suspends the payability of the disputed fraction alone; the undisputed balance remains payable on the due date. Failure to dispute within that period does not entail any waiver by the Client of its right to rely subsequently on a clerical error or on a non-apparent inaccuracy.

21.7. No unilateral set-off. Save with the written agreement of Odres or an enforceable court decision, the Client may not set off the sums payable under the Contract against a claim which it holds or purports to hold against Odres, except where that claim is certain, liquidated and due and has been acknowledged by Odres.

Article 21 bis. Metered Services and billing on usage

This Article governs the variable part of the price defined in Article 21.1 (b). It applies to the five counters constituting the Metered Services: Active Users, AI Credits, Processed Accounting Documents, Connected POS and Storage. The warnings specific to each of those services are set out in Articles 18 ter (processing of accounting documents) and 18.6 to 18.8 (artificial intelligence). The AI Credits are governed by the specific regime of Article 21 bis.9. The connection of bank accounts does not constitute a Metered Service and is governed exclusively by Article 18 bis.

21 bis.1. Principle of billing on usage

21 bis.1.1. The five counters. The Metered Services comprise five counters, measured separately: (a) the Active Users, billed per user and per month, at the price specific to the Pack subscribed to; (b) the AI Credits, subject to the top-up regime of Article 21 bis.9 and excluded from any Overage billing; (c) the Processed Accounting Documents, billed per document processed; (d) the Connected POS, billed per POS and per month; (e) the Storage, billed per commenced block, in accordance with the Unit Rate Card.

21 bis.1.2. Included Allowances — expression and pooling. The Flat Fee comprises, for each counter taken separately, an Included Allowance the volume of which is set out in the Price Schedule (Annex 1).

The Included Allowances are expressed per Establishment covered and per month and are pooled at the level of the Client: the total allowance available to the Client, for a given counter and a given month, is equal to the unit allowance of the Pack subscribed to multiplied by the number of Establishments covered, in accordance with the following formula:

Client's total allowance = Unit allowance of the Pack × Number of Establishments covered

The Client freely allocates that total allowance among its Establishments; no sub-allowance is enforceable per Establishment. Consumption remaining within the limit of the total allowance gives rise to no entitlement to any additional billing.

21 bis.1.3. Billing of the Overage. Any consumption exceeding the Included Allowance is billed at the Unit Rate Card set out in Annex 2, in arrears, monthly, on a detailed statement annexed to the invoice. The statement states, per counter: the pooled Included Allowance and the method of calculating it, the consumption recorded, the volume in Overage, the Unit Rate Card applied and the amount payable. This paragraph does not apply to the AI Credits, which are governed by Article 21 bis.9.

21 bis.1.4. Units billed and exclusions from counting. The units billed are those defined in Article 1.2 bis. Furthermore: (a) an Accounting Document reprocessed as a result of an error attributable to Odres is not counted twice; (b) a Connected POS whose application programming interface is unavailable for a complete calendar month, for a cause not attributable to the Client, is not billed in respect of that month; (c) the Storage is assessed on the last day of the calendar month; the backup copies made by Odres under the SLA, the technical logs and the technical data specific to Odres are not counted; (d) an Active User created and then deactivated during the same calendar month without having logged in is not counted; the rate applicable to the additional Active User depends on the Pack subscribed to, in accordance with the Unit Rate Card.

21 bis.1.5. Additional Connected POS — justification of the rate. The Unit Rate Card for the additional Connected POS corresponds to the re-invoicing of the cost billed to Odres by the supplier of the point-of-sale system in respect of each additional connection, increased only by the costs of implementing and supervising the interface. That scenario is residual, only one cash register system being installable per Establishment. The Parties agree that that rate is thus based on a real and verifiable supplier cost, and not on a unilateral assessment by Odres. It is revisable on the terms of Article 21 bis.7.

21 bis.2. No carry-over of the Included Allowances

21 bis.2.1. Rule. Included Allowances not consumed at the end of a billing period are neither carried over to the following period, nor refundable, nor capable of being set off between counters.

21 bis.2.2. Grounds. The Parties expressly agree that that rule is justified by the fact that the Included Allowances correspond to a processing capacity dimensioned and reserved in advance by Odres and its suppliers — computing capacity, document recognition licences, rights of access to application programming interfaces —, the cost of which is borne by Odres irrespective of the Client's actual consumption. The absence of carry-over is thus the direct consideration for the inclusion of that volume within the Flat Fee and for the resulting stability of the price for the Client. Since each counter corresponds to a distinct technical resource and a distinct cost, set-off between counters is excluded on the same ground. This provision is adopted having regard to Articles VI.91/5, 1° and 3° of the Code of Economic Law.

21 bis.2.3. Corrective. Where an Included Allowance remains unused on a lasting basis, the Client may return to a lower Pack, deactivate an Optional Module or withdraw an Establishment on the terms of Article 8.6, of which Odres actively informs it. The AI Credits, which are not billed as an Overage but topped up at the Client's initiative, by their nature escape the risk which this Article is intended to address.

21 bis.3. Transparency of the measurement

21 bis.3.1. Permanent statement. The consumption statement is continuously accessible to the Client from its Account, with details per counter and per day, as well as the position of consumption in relation to the Included Allowance and to any cap set.

21 bis.3.2. Measurement method. Odres describes in the Documentation, in an intelligible manner, the measurement method for each counter, the event triggering the unit billed and the cases of exclusion from counting. Any modification of the measurement method having the effect of increasing the consumption recorded for identical usage is subject to Article 25 and, as regards the AI Credits, to Article 18.8.3.

21 bis.3.3. Probative value — no irrebuttable presumption. Odres' measurement records constitute evidence between the Parties until proof to the contrary, in accordance with Article 45.7. No irrebuttable presumption is established, the Client retaining the right to adduce evidence to the contrary by any means. This provision is adopted having regard to Article VI.91/4, 4° of the Code of Economic Law.

21 bis.3.4. Retention. The measurement statements constitute the supporting documents for the invoices issued in respect of the Overages. Odres retains them for the period applicable to accounting supporting documents, namely seven (7) years from the close of the financial year during which the invoice was issued, without prejudice to the longer periods imposed by the legislation relating to value added tax. They remain accessible to the Client from its Account for at least twelve (12) months from the billing period concerned; thereafter, they are retained in restricted-access archiving, for the sole purposes of evidence and compliance with legal obligations, and communicated to the Client upon written request as regards what concerns it. Odres uses them for no other purpose.

21 bis.4. Consumption alerts

21 bis.4.1. Mandatory alerts. Odres automatically notifies the Client, by display in the Account and by message sent to the contact person, upon the crossing of eighty per cent (80%) and then of one hundred per cent (100%) of each Included Allowance, for each counter and for each billing period.

21 bis.4.2. Content of the alert. The alert states the counter concerned, the Included Allowance, the consumption recorded, the Unit Rate Card applicable to the Overage and any Overage cap set by the Client.

21 bis.4.3. Sanction for failure to alert. A failure to alert attributable to Odres deprives it of the right to bill the Overage for the billing period concerned, for the counter concerned. That sanction applies as of right, without any formal notice of default and without the Client having to establish any loss. It does not apply where the failure to alert results from the act of the Client, in particular from the absence of a contactable contact person within the meaning of Article 11.2, from an erroneous notification address or from the deactivation by the Client of the notifications concerned.

21 bis.5. Overage cap

21 bis.5.1. Client's right. The Client may, at any time and from its Account, set, modify or remove a monthly Overage cap per counter, expressed in units or in euros. The cap takes effect immediately.

21 bis.5.2. Effect of the cap. Where the cap is reached, the Metered Service concerned is suspended and is no longer billed in respect of the current period, until the express raising of the cap by the Client or until the opening of the following billing period. The suspension is confined to the counter concerned and affects neither the other Metered Services nor access to the Solution.

21 bis.5.3. Prior information. Odres shall notify the Client before the suspension, as soon as the cap is approached, and shall remind it of the right to raise it.

21 bis.5.4. Exclusion under the SLA. The suspension of a Metered Service under the Overage cap does not constitute unavailability within the meaning of the SLA and is excluded from the calculation of the availability rate. It gives rise to no entitlement to any credit note and does not engage Odres' liability.

21 bis.5.5. No cap by default. No Overage cap is applied by default. The Client may set one per counter, at any time and from its Account, on the terms of Article 21 bis.5.1, or determine one in the Order Form. The Client's attention is expressly drawn, upon subscription and in its Account, to that right and to the consequences of not exercising it.

21 bis.5.6. Compensating safeguards. The absence of a cap by default is compensated for by the following cumulative safeguards: the permanent and free right to set a cap per counter (Article 21 bis.5.1); the mandatory alerts at 80% and 100% of each Included Allowance and the sanction for failure to give them (Article 21 bis.4); the consumption statement accessible continuously, per counter and per day (Article 21 bis.3.1); and, as regards the AI Credits, the top-up at the Client's initiative regime, which by construction excludes any billable Overage (Article 21 bis.9).

21 bis.6. Dispute

21 bis.6.1. The Overage billed may be disputed by the Client, in writing and with reasons, within fifteen (15) days of receipt of the invoice, in accordance with the arrangements of Article 21.6. A good-faith dispute suspends the payability of the disputed fraction alone.

21 bis.6.2. Odres shall make available to the Client, within ten (10) Business Days of the dispute, the detailed measurement elements enabling its merits to be assessed.

21 bis.6.3. An Overage resulting from an anomaly of the Solution, from a measurement error or from erroneous processing attributable to Odres is not payable and gives rise, if it has been paid, to a credit note within thirty (30) days.

21 bis.7. Revision of the Unit Rate Card

21 bis.7.1. Ordinary regime. The Unit Rate Card may be revised on the terms of Article 25: valid grounds, written notification with reasons, three (3) months' notice and the Client's right of termination without charge. It is moreover indexed on the terms of Article 24.

21 bis.7.2. Derogating regime — passing on of third-party provider costs. By way of exception to Article 21 bis.7.1, the direct and documented passing on of a variation in the rates of a third-party provider indispensable to the supply of a Metered Service — in particular the supplier of the document recognition service, the supplier of artificial intelligence models referred to in Article 18.6 or the supplier of the point-of-sale system in respect of the Connected POS — may take place subject to thirty (30) days' notice, on the following cumulative conditions: (a) the passing on is to the extent of the variation passed on alone, without any additional margin or surcharge of any kind; (b) it is confined to the Unit Rate Card of the counter concerned alone, to the exclusion of the Flat Fee and of the other counters; (c) it is notified in writing and justified in quantified terms, the notification identifying the provider concerned, the nature and the amount of the variation, the date on which it took effect as regards Odres and the calculation of the passing on; (d) the Client may, within thirty (30) days of the notification, waive, without charge, without indemnity and without penalty, the Metered Service concerned alone, the waiver taking effect on the date on which the passing on comes into force, without that waiver affecting the remainder of the Contract or constituting a termination; (e) where the passing on substantially and adversely affects the overall economics of the Contract, the Client retains the right of termination without charge provided for in Article 25.4.

The re-invoicing of the banking connection cost is governed exclusively by Article 18 bis.9 and not by this Article.

21 bis.7.3. Bidirectionality. The mechanism of Article 21 bis.7.2 is bidirectional: any lasting reduction in the rates of the third-party provider concerned is passed on for the benefit of the Client on the same conditions, in accordance with the same calculation arrangements and within the same period, without the Client having to request it. Odres shall carry out, at least once a year, a review of the rates of its indispensable third-party providers and shall communicate the result thereof to the Client upon written request.

21 bis.7.4. Grounds and balance. The Parties expressly agree that the derogating regime of Article 21 bis.7.2 is based on valid grounds extraneous to Odres' will — the variation in the cost of an indispensable input, supplied by a third party, over whose rate and timetable Odres has no control —, that it is strictly limited in its basis to the amount of the variation passed on, that it is accompanied by notice, by a quantified justification, by a right of waiver without charge of the service concerned alone, and that it is reciprocal. It is adopted having regard to Article VI.91/5, 1° of the Code of Economic Law and may not be analysed as an unjustified transfer of economic risk within the meaning of Article VI.91/5, 3° of the same Code.

21 bis.8. Interaction

21 bis.8.1. Watertightness of the two parts of the price. The consumption of Metered Services, whatever its volume, has no bearing on the Flat Fee: it entails no change of Pack, no switch of Tier and no modification of the Volume Discount. The Flat Fee is governed exclusively by the two Tier Criteria of Article 6.4.3. Conversely, the Flat Fee comprises no Overage.

21 bis.8.2. The reasonable use limits defined in Article 13.4 and in the AUP are distinct from the Included Allowances: they relate to untariffed technical limits intended to preserve the stability of the service and may not be used to restrict the use of the Included Allowances contractually subscribed to.

21 bis.9. Regime specific to the AI Credits — top-up at the Client's initiative

21 bis.9.1. Exclusion of Overage billing. By way of derogation from Articles 21 bis.1.3 and 21 bis.5, the AI Credits are not subject to any Overage billing. No amount may be payable by the Client in respect of a consumption of AI Credits exceeding its Included Allowance.

21 bis.9.2. Exhaustion of the balance and suspension. Where the Client's balance of AI Credits is exhausted, the artificial intelligence features are simply suspended, until the top-up or until the opening of the following billing period entailing the allocation of a new Included Allowance. That suspension: (a) is confined to the artificial intelligence features alone and affects neither access to the Solution, nor the other modules, nor the other Metered Services; (b) does not constitute unavailability within the meaning of the SLA and is excluded from the calculation of the availability rate; (c) gives rise to no entitlement to any credit note and does not engage Odres' liability.

Odres shall notify the Client, by display in the Account and by message sent to the contact person, upon the approach and then upon the exhaustion of the balance.

21 bis.9.3. Top-up at the Client's initiative. The Client may, at its sole initiative and from its Account, acquire additional AI Credits in blocks of five hundred (500) credits at the price of twenty-five euros (25.00 EUR) excluding VAT per block, in accordance with the Unit Rate Card (Annex 2). No top-up may be triggered by Odres, nor take place automatically, nor result from a tacit renewal: any top-up presupposes a positive, express and prior act of the Client, preceded by the display of the number of credits acquired, of the price and of the resulting balance.

21 bis.9.4. No surprise invoice. The Parties expressly agree that the purpose and the effect of the regime of this Article is to exclude any risk of unanticipated billing in respect of the AI Credits: the Client may be debited only for the top-ups which it has itself ordered, at a price known to it at the time of the order.

21 bis.9.5. Fate of the credits topped up. The AI Credits acquired by top-up are usable without any time limit during the term of the Contract. They are neither transferable, nor convertible, nor refundable, save where their consumption results from an anomaly of the Solution or from a measurement error attributable to Odres, in which case the corresponding credits are re-credited and, where appropriate, reimbursed on the terms of Article 21 bis.6.3. They remain governed by the conversion table of Article 18.8, any unfavourable modification of which is subject to Article 25.

Article 21 ter. Set-up fees

21 ter.1. Purpose. The Set-up Fees remunerate the start-up services performed by Odres prior to Go-Live and during the thirty (30) days following it. They are flat-rate, non-periodic and distinct from the Flat Fee.

21 ter.2. Content of the service. Unless otherwise stated in the Order Form, the Set-up Fees cover: (a) the import of the employee records and of the work rules; (b) the configuration of the zones, of the equipment and of the use-by date labels; (c) the creation of the checklists and of the cleaning plan; (d) two (2) training sessions, the first intended for management, the second for the teams; (e) thirty (30) days' support from Go-Live.

21 ter.3. Amount and conditional waiver. The amount of the Set-up Fees is set out in the Price Schedule (Annex 1). It comprises an amount for the first Establishment and a reduced amount per additional Establishment.

Those fees are waived by Odres where the Client subscribes with a twelve (12) month commitment. They are payable in full where the Client subscribes without a commitment.

21 ter.4. Billing. Where they are payable, the Set-up Fees are billed upon Go-Live, in a single instalment, and payable within the period of Article 21.4.

21 ter.5. Consideration for the waiver and early termination. The waiver provided for in Article 21 ter.3 constitutes the direct consideration for the commitment term. Where the Client terminates for convenience before the end of its commitment, the Set-up Fees waived fall within the basis of the indemnity of Article 26.6, pro rata to the unexpired commitment term, without being able to exceed their nominal amount set out in the Price Schedule.

That consideration is not payable where the termination proceeds from a breach by Odres, from the refusal of a price revision (Article 25.4), from the removal of a feature (Article 16.3), from the refusal of a contractual amendment (Article 40.3) or from the failure to give a reminder of the expiry date (Article 26.3).

21 ter.6. Services not consumed. Training and support services not consumed through the act of the Client give rise to no reimbursement or carry-over beyond six (6) months from Go-Live. Services cancelled by the Client less than three (3) Business Days before the agreed date are payable to the extent of fifty per cent (50%). Any cancellation by Odres gives rise to a right to a carry-over without charge at the Client's convenience.

Article 21 quater. Equipment leasing

21 quater.1. Purpose and cross-reference. Odres may make available to the Client, under a simple lease, one or more items of equipment necessary for the use of certain features of the Solution, in particular the use-by date label printer. The conditions of that lease — rent, eligibility conditions, obligations of the Parties, return regime and Residual Value scale — are set out in Annex 3 hereto, which forms an integral part hereof.

21 quater.2. Eligibility. Equipment leasing is reserved for Clients having subscribed with a twelve (12) month commitment. It is not offered to Clients subscribing without a commitment, who remain free to acquire the equipment of their choice from the supplier of their choice, subject to its documented technical compatibility.

21 quater.3. Ownership. The Leased Equipment remains the exclusive property of Odres throughout the term of the lease. The Contract entails no automatic transfer of ownership, at no point and for no amount. The transfer of ownership occurs only in the case provided for in Annex 3, § 4 (b), and only after the billing and full payment of the Residual Value.

21 quater.4. Rent. The rent is set out in the Price Schedule (Annex 1). It is billed monthly, in advance, together with the Flat Fee. It does not benefit from the Volume Discount and is not affected by the No-Commitment Surcharge, leasing being open only to committed Clients.

21 quater.5. Consumables. The consumables, in particular the label rolls, are not comprised within the lease and remain at the Client's charge, in accordance with Article 6.5 (g).

21 quater.6. Exchange warranty. Any breakdown of the Leased Equipment occurring in normal and compliant use gives rise to its replacement free of charge by Odres, within the time limits set out in Annex 3. The age counter used to determine the Residual Value continues to run on the replacement equipment and is not reset to zero.

21 quater.7. Return and Residual Value. At the end of the lease, the Client shall return the Leased Equipment on the conditions and within the period of Annex 3. In the absence of a compliant return within that period, the Residual Value corresponding to the age of the equipment is billed in accordance with the degressive scale of Annex 3.

21 quater.8. Balance of the clause. The Parties expressly agree that the Residual Value regime constitutes neither a penalty clause nor a flat-rate indemnity within the meaning of Article VI.91/5, 6° of the Code of Economic Law, but the price of the sale of an item of property not returned, on the following cumulative grounds: (a) the amount is degressive with the age of the equipment and reflects its residual market value, and not an invariable punitive amount; (b) the Client which returns the equipment on the conditions of Annex 3 owes no amount; (c) the Client which pays the Residual Value becomes the owner of the equipment and therefore receives a consideration; (d) the lease is accompanied by an exchange warranty free of charge in the event of a breakdown in normal use (Article 21 quater.6); (e) the condition of the equipment is recorded on an adversarial basis upon delivery and upon return, by means of photographs archived and accessible to the Client.

Article 22. Late payment and suspension

22.1. Interest and flat-rate indemnity. In accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, any sum not paid on the due date gives rise, as of right and without any prior formal notice of default, to: (a) late payment interest at the statutory interest rate applicable to commercial transactions, as published half-yearly in the Belgian Official Gazette, calculated pro rata to the number of days of delay; (b) a flat-rate recovery indemnity of forty (40) euros, payable for each unpaid invoice, intended to cover the internal administrative costs of recovery; (c) the reimbursement of the reasonable recovery costs actually incurred beyond that flat-rate amount, upon production of supporting documents.

22.2. Penalty clause. In the event of late payment persisting more than thirty (30) days after a formal notice of default, an additional indemnity of ten per cent (10%) of the unpaid amount, with a minimum of one hundred euros (100.00 EUR) and a maximum of two thousand five hundred euros (2,500.00 EUR) per invoice, is payable by way of penalty clause, in compensation for the administrative and cash-flow loss suffered. The Parties agree that that amount constitutes a reasonable and not manifestly disproportionate estimate of the foreseeable loss, having regard to Article 5.88 of the Civil Code and to Article VI.91/5, 6° of the Code of Economic Law. Reciprocity: in the event of a delay attributable to Odres in the reimbursement of a sum payable to the Client, the Client shall benefit from an indemnity calculated in accordance with the same arrangements.

22.3. Suspension of the service. In the event of non-payment of a sum not disputed in good faith, Odres may suspend access to the Solution, in whole or in part, after a written formal notice of default has remained without effect for fifteen (15) days and upon the expiry of a rectification period expressly stated in that formal notice. The suspension is notified at least five (5) Business Days before it takes effect.

22.4. Effects and framework of the suspension. During the suspension: (a) the Client Data are retained and are neither deleted nor altered; (b) the Client retains, upon request, read access to the export features strictly necessary for its legal retention obligations; no suspension may preclude the exercise of the right to retrieve the data provided for in Title VIII; (c) the Subscription remains payable and the Subscription Period continues to run; (d) restoration takes place within two (2) Business Days following full rectification; no reactivation charge is billed, save for justified external technical costs.

22.5. Termination. In the absence of rectification within thirty (30) days following the suspension, Odres may terminate the Contract in accordance with Article 26.

Article 23. Taxes, VAT and tax matters

23.1. Prices are expressed exclusive of tax. VAT and any other tax, charge or levy legally applicable are billed in addition, at the rate in force on the date of the triggering event. The Residual Value of the Leased Equipment is billed exclusive of tax, VAT being payable in addition.

23.2. Intra-Community reverse charge. For taxable Clients established in another Member State of the European Union, the service is deemed to be located in the State of the recipient (Article 21, § 2 of the Belgian VAT Code, transposing Article 44 of Directive 2006/112/EC) and the invoice is issued without Belgian VAT, bearing the statement "Autoliquidation — Reverse charge". The Client shall communicate a valid VAT number, verifiable in the VIES database, and shall inform Odres without delay of any modification or invalidation. In the absence of a valid number, Odres shall charge Belgian VAT and the Client shall bear the burden thereof, with no possibility of retroactive correction at Odres' charge.

23.3. Clients outside the European Union. For taxable Clients established outside the European Union, the service is billed without Belgian VAT; it is for the Client to deal with any local tax obligation.

23.4. Withholding taxes. Prices are net of any withholding. If a withholding tax is imposed by the law of the Client's country, the Client shall increase the payment so that Odres receives the amount which it would have received in the absence of the withholding, and shall send Odres the certificates enabling the crediting or reimbursement thereof, subject to the application of a double taxation treaty.

23.5. Legislative change in taxation. Any creation, increase or modification of a tax applicable to the service is passed on as of right, without this constituting a price revision within the meaning of Article 25.

Article 24. Annual indexation of prices

24.1. Principle and basis. Prices are indexed once a year, on the anniversary date of Go-Live. The indexation applies both to the unit prices of the Price Schedule (Annex 1) — price of the Pack, price of each Optional Module, Set-up Fees and rent for the Leased Equipment, per Establishment covered and per month where applicable — and to the Unit Rate Card of each Metered Service (Annex 2), including the price of the AI Credit top-up block, in accordance with the following formula:

P₁ = P₀ × ( I₁ / I₀ )

where:

• P₀ is the price in force before indexation — as the case may be, the price of the Pack, the price of an Optional Module, the amount of the Set-up Fees, the rent for the Leased Equipment or the unit amount of the Unit Rate Card under consideration;
• P₁ is the indexed price;
• I₀ is the value of the reference index for the month preceding the conclusion of the Contract or, if an indexation has already taken place, for the month preceding the last indexation applied;
• I₁ is the value of the same index for the month preceding the indexation date.

24.2. Reference index. The reference index is the consumer price index published monthly by the Federal Public Service Economy (Belgium). In the event of the disappearance, the suspension of publication or a substantial modification of the calculation basis of the index adopted, the Parties shall apply the official replacement index or, failing that, the index closest to it in its subject matter, after written information of the Client.

24.3. Grounds for the clause. The Parties expressly agree that that indexation does not constitute a unilateral modification of the price, but the application of an objective, arithmetical and verifiable formula independent of Odres' will, the purpose of which is to preserve the initial economic balance of the Contract in the face of the development of the operating costs of a SaaS service, composed principally of salary costs, infrastructure costs and third-party licences. The mechanism is bidirectional: if the variation in the index is negative, the price is adjusted downwards in the same proportion. This provision is adopted having regard to Article VI.91/5, 1° of the Code of Economic Law.

24.4. Information. Odres shall notify the Client of the new price of the Pack and of the Optional Modules, of the new Unit Rate Card, of the value of the indices adopted and of the details of the calculation, at least thirty (30) days before it takes effect. Annexes 1, 2 and 3 are updated accordingly and the dated history of the successive versions is accessible to the Client.

24.5. No double indexation. The Included Allowances, the Volume Discount scale, the rate of the No-Commitment Surcharge and the Residual Value scale of Annex 3 are not affected by the indexation. One and the same cost variation may not be passed on simultaneously under this Article, under Article 25 and under Article 21 bis.7.2.

24.6. Indexation cap. The annual variation resulting from the indexation is capped at three per cent (3%) per year. That cap applies separately to the Flat Fee and to the Unit Rate Card. The fraction of the variation exceeding that cap during a year is neither carried over, nor capitalised, nor recoverable in respect of subsequent years. The Parties agree that that cap, combined with the thirty (30) days' notice of Article 24.4 and with the bidirectionality of Article 24.3, ensures the Client effective predictability of the price and is adopted having regard to Article VI.91/5, 1° of the Code of Economic Law.

24.7. Prices guaranteed during the current Subscription Period. The rent for the Leased Equipment and the Residual Value scale remain those accepted upon subscription throughout the term of the current lease.

Article 25. Price revision

25.1. Distinction and basis. Price revision is to be distinguished from the indexation of Article 24. It is aimed at adjusting the rate beyond the development of the index alone. It applies both to the unit prices of the Price Schedule (Annex 1) — price of the Pack, price of each Optional Module, Volume Discount scale, rate of the No-Commitment Surcharge, Set-up Fees and rent for the Leased Equipment — and to the Unit Rate Card of each Metered Service (Annex 2), including the price of the AI Credit top-up block, as well as to the Included Allowances. Any reduction of an Included Allowance at a constant price, any reduction of the Volume Discount scale and any increase in the rate of the No-Commitment Surcharge are treated as an upward price revision and subject to this Article. The revision of the AI Credit conversion table is governed by Article 18.8.3.

25.2. Valid grounds. Odres may revise its rates only on one or more of the following grounds, which it shall substantiate in its notification: (a) a significant and lasting increase in the costs of hosting, infrastructure, energy or licences for indispensable third-party components; (b) a development in the functional scope of the offer subscribed to by the addition of substantial features providing additional use value to the Client; (c) a legal, regulatory or normative development entailing significant compliance costs; (d) a significant increase in the sector's salary costs; (e) an objective and non-discriminatory restructuring of the Price Schedule or of the Unit Rate Card, applied uniformly to all clients within the same category.

25.2 bis. Interaction with the derogating regime of Article 21 bis.7.2. (a) The direct and documented passing on of a variation in the rates of an indispensable third-party provider, confined to the Unit Rate Card of the counter concerned alone, is governed exclusively by the derogating regime of Article 21 bis.7.2 (thirty (30) days' notice, quantified justification, passing on to the extent of the variation alone, right of waiver without charge of the Metered Service concerned alone, bidirectionality). This Article does not apply thereto, subject only to Article 21 bis.7.2 (e). (b) Any revision of the Unit Rate Card which exceeds the variation passed on alone, which relates to several counters without a corresponding variation in a third-party cost, or which affects the Flat Fee, is governed by this Article and by its three (3) months' notice. (c) The re-invoicing of the banking connection cost is governed exclusively by Article 18 bis.9. (d) Odres may not successively rely on the ground of Article 25.2 (a) and on the regime of Article 21 bis.7.2 in respect of one and the same cost variation.

25.3. Notice. Any revision is notified to the Client in writing, stating the grounds, the previous rate, the new rate — price of the Pack, price of an Optional Module, Volume Discount scale, rate of the No-Commitment Surcharge, Included Allowances, Unit Rate Card, Set-up Fees or rent as the case may be —, the quantified impact on the Client's Flat Fee and the effective date, subject to at least three (3) months' notice.

25.4. Right of termination without charge. The Client has a period of thirty (30) days from the notification in which to refuse the revision and terminate the Contract, without charge, without indemnity and without penalty, with effect on the date on which the new rate comes into force. The sums paid in advance in respect of the subsequent period are reimbursed pro rata temporis within thirty (30) days. In the absence of a notification of refusal within that period, the revision is deemed accepted for the following periods, the Client having been expressly informed of that consequence in the notification.

25.5. Price guaranteed during the current period. No revision may take effect before the end of the current Subscription Period, save with the written agreement of the Client.

25.6. Bidirectionality. Where the circumstances which justified an upward revision disappear on a lasting basis, or where the costs referred to in Article 25.2 (a) and (d) decrease significantly and on a lasting basis, Odres shall carry out a downward revision in the same proportions and in accordance with the same information arrangements. The Client may, once a year, request Odres in writing to substantiate the continuation of the circumstances which formed the basis of the last revision; Odres shall reply with reasons within thirty (30) days.

25.7. Balance. The provisions of this Article — valid grounds, three months' notice, right of termination without charge, express information as to the consequences of silence, bidirectionality — are adopted having regard to Article VI.91/5, 1° of the Code of Economic Law.

Title VI — Term and termination of the contract

Article 26. Term, renewal and termination

26.1. Initial term. The Contract is concluded for an initial term of twelve (12) months from Go-Live, save for a different term expressly stipulated in the Order Form. Where the Client subscribes without a commitment, the Contract is concluded for an indeterminate term, terminable on the conditions of Article 26.5 (a), and the No-Commitment Surcharge of Article 6.4.9 applies.

26.2. Tacit renewal. Upon the expiry of the initial term, the Contract is renewed tacitly for successive periods of twelve (12) months, save for a notification of non-renewal sent in writing by one of the Parties to the other at least thirty (30) days before the expiry of the current period.

26.3. Mandatory reminder of the expiry date. Odres shall send the Client a written reminder of the expiry date, to the contact person and by display in the Account, no later than ten (10) days before the opening of the thirty (30) day notice period referred to in Article 26.2 — that is, no later than forty (40) days before the expiry of the current period. That reminder states: (a) the expiry date of the current period; (b) the opening date and the final date of the notice period; (c) the amount of the Flat Fee applicable to the renewed period and, where applicable, any price development already notified; (d) the arrangements for notifying non-renewal.

In the absence of that reminder, the Client may bring the Contract to an end at any time after the renewal, subject to thirty (30) days' notice, without charge or indemnity, with reimbursement pro rata temporis of the sums paid in advance. This provision is adopted having regard to Article VI.91/5, 2° of the Code of Economic Law.

26.4. Reciprocity of the notice periods. The notice periods for non-renewal are identical for both Parties.

26.5. Termination for convenience. (a) By the Client: the Client may terminate the Contract for convenience at any time, subject to three (3) months' notice given in writing; that notice period is reduced to thirty (30) days where the Client has subscribed without a commitment. In that case, the sums payable in respect of the current Subscription Period remain vested in Odres, without any additional indemnity, save for a contrary provision of the Order Form relating to a commitment term accompanied by a preferential rate (Article 26.6). That notice period has no bearing on the Client's right to trigger the switching of providers or the repatriation of its data, which is subject to the maximum notice period of two (2) months provided for in Article 33.3. (b) By Odres: Odres may terminate the Contract for convenience subject to six (6) months' notice given in writing, with reimbursement pro rata temporis of the sums paid in advance and implementation of the exit under Title VIII. The longer notice period borne by Odres is justified by the need to allow the Client the time to select and deploy a replacement solution.

26.6. Early termination indemnity. Where the Order Form provides for a firm commitment term accompanied by a preferential rate or by the waiver of the Set-up Fees, termination for convenience by the Client before the end of that commitment gives rise to an indemnity composed:

(a) of fifty per cent (50%) of the Flat Fees remaining to run until the end of the commitment period, to the exclusion of any variable part in respect of the Metered Services, which is payable only by reason of actual consumption; and (b) of the unamortised fraction of the Set-up Fees waived, on the conditions of Article 21 ter.5.

That indemnity, which corresponds to the unamortised costs and to the price advantage granted, is expressly distinct from any switching charge within the meaning of Article 36 and is payable only in the event of termination for convenience, to the exclusion of the cases of termination for breach by Odres, of refusal of a price revision (Article 25.4), of removal of a feature (Article 16.3), of refusal of a contractual amendment (Article 40.3) or of failure to give the reminder of the expiry date (Article 26.3). It is without object for the Client having subscribed without a commitment, which pays in consideration the No-Commitment Surcharge of Article 6.4.9.

26.7. Termination for breach. In the event of a breach by a Party of one of its contractual obligations, the other Party may terminate the Contract as of right, by written notification stating the grounds, after a written formal notice of default stating the breach complained of has remained without effect for thirty (30) days — that period being reduced to fifteen (15) days for a breach of an obligation of payment, of security or of confidentiality. The formal notice of default is sent in accordance with Article 45.6. Termination occurs without prejudice to any damages.

26.8. Immediate termination. Each Party may terminate the Contract with immediate effect, by written notification, in the event: (a) of bankruptcy, judicial reorganisation, liquidation, dissolution, cessation of activity or any equivalent insolvency proceedings affecting the other Party, within the limits authorised by Book XX of the Code of Economic Law and by the applicable insolvency law; (b) of a serious breach rendering the continuation of the Contract impossible, in particular a deliberate attack on the security of the Solution, fraudulent use, or a characterised infringement of the AUP; (c) of definitive impossibility of performance resulting from a case of Force Majeure, on the conditions of Article 43.4.

26.9. Effects of the end of the Contract. The end of the Contract, for whatever cause, entails: (a) the cessation of the right of access to the Solution on the effective date, subject to the transition period of Title VIII; (b) the immediate payability of all the sums payable; (c) the return of the Leased Equipment on the conditions and within the period of Annex 3, failing which the Residual Value is billed; (d) the implementation of the exit (Title VIII); (e) the continuation in force of the provisions which, by their nature, are intended to survive: definitions, intellectual property, confidentiality, data protection, liability, exit, evidence, applicable law and jurisdiction, non-solicitation.

Title VII — Intellectual property, data and confidentiality

Article 27. Odres' intellectual property

27.1. Ownership. Odres is and remains the sole holder of all the intellectual and industrial property rights in the Solution, including the source and object codes, the architectures, the databases and their structure, the interfaces, the algorithms, the models, the Documentation, the trade marks, domain names, logos, graphic design guidelines and any element making it up, as well as in its subsequent developments and enhancements, whatever their origin.

27.2. No transfer. The Contract entails no assignment of any right. No provision may be interpreted as conferring on the Client any right other than the right of use defined in Article 28.

27.3. Third-party elements and free software. The Solution may incorporate third-party components, including components under a free or open source licence, the list and applicable licences of which are made available to the Client upon request. The provisions of those licences prevail over these Terms as regards the components which they govern.

Article 28. Licence of use granted to the Client

28.1. Scope. Odres grants the Client, for the term of the Contract, a personal, non-exclusive, non-assignable, non-transferable right of use of the Solution, not capable of sub-licensing, limited: (a) to the scope subscribed to (Pack, Optional Modules activated, Establishments covered, options); (b) to the internal needs of the Client's professional activity; (c) to the remote access method provided for in the Contract.

28.2. Authorised Users. The Client may open accesses to its Users, including to its service providers (certified accountant, payroll agency, consultant), on condition that it imposes on them compliance with the ToU and the AUP and that it remains answerable for their acts.

28.3. Prohibitions. The Client shall refrain, and shall prohibit its Users: (a) from reproducing, adapting, translating, arranging, modifying or integrating all or part of the Solution, otherwise than by the acts strictly necessary for its compliant use; (b) from carrying out any decompilation, reverse engineering or attempt to access the source code, subject to the acts authorised by Articles XI.299 and XI.300 of the Code of Economic Law, the exercise of which presupposes a prior written request addressed to Odres, to which the latter shall reply within a reasonable period; (c) from circumventing or attempting to circumvent the technical measures of protection, of access control or of limitation of use; (d) from extracting or re-utilising, in a quantitatively or qualitatively substantial manner, the content of Odres' databases other than the Client Data; (e) from making the Solution available to third parties, whether free of charge or for consideration, in particular by lease, loan, outsourced management, bureau service, resale or hosting on behalf of third parties; (f) from using the Solution for Establishments not declared in the Account and not covered by the Subscription, in disregard of Article 6.4.7; (g) from removing or altering the statements of ownership, trade marks and legal notices; (h) from using the Solution to develop, directly or indirectly, a competing product, or from carrying out public benchmarking without the prior written agreement of Odres.

28.4. Usage control.

(a) Means. Odres may verify, by automated and non-intrusive technical means (usage counters, number of Establishments declared, Pack and modules activated, statements of the five counters of Metered Services), compliance with the scope subscribed to. (b) Express reservation in favour of Article 8. The development of the Tier Criteria recorded in the normal course of the performance of the Contract is governed exclusively by Article 8, including the absence of any retroactive billing stipulated in Article 8.4.3. This Article may not be relied upon in order to derogate therefrom. The development of the counters of Metered Services is governed exclusively by Article 21 bis. (c) Cases of concealment. By way of exception, where the discrepancy results from a deliberate concealment by the Client — in particular the intentional omission to declare an Establishment in disregard of Article 6.4.8, or the circumvention of a technical control measure within the meaning of Article 28.3 (c) —, Odres shall inform the Client thereof, which has thirty (30) days in which to rectify the position. Failing that, the difference between the Flat Fee actually payable and the Flat Fee billed may be rectified retroactively from the date of the discrepancy established by Odres, over a maximum period of twelve (12) months. The burden of proving the deliberate concealment lies with Odres, evidence to the contrary remaining admissible. (d) Reciprocity. Where the usage control reveals that no use of the Solution has been recorded, over three (3) consecutive calendar months, in a covered Establishment, without the Client having been informed thereof, Odres shall apply Article 8.6.3.

Article 29. Ownership of the Client Data — Aggregated Data — Feedback

29.1. Client's ownership. The Client retains all the rights in the Client Data, including the intellectual property rights and the sui generis rights of a database producer. No provision of the Contract entails any transfer of those rights to Odres.

29.2. Limited licence granted to Odres. The Client grants Odres, for the term of the Contract alone and for the sole purposes of its performance, a non-exclusive, worldwide and royalty-free licence to host, store, reproduce, transmit, display, technically adapt and back up the Client Data. That licence is strictly limited to what is necessary for the supply, the maintenance, the support, the security and the exit of the Solution. It is extinguished at the end of the Contract, subject to the retention periods of Article 31.7 and to the legal retention obligations.

29.3. Prohibition of use for its own purposes. Odres shall refrain from any use of the Client Data for its own purposes, in particular commercial, advertising or resale purposes, otherwise than in the case of the Aggregated Data defined below.

29.4. Client's warranty. The Client warrants that it holds all the rights, authorisations and legal bases necessary for the introduction of the Client Data into the Solution and for the grant of the licence of Article 29.2.

29.5. Aggregated Data. Odres may produce and exploit, without limitation in time and including after the end of the Contract, Aggregated Data, for the purposes of sectoral statistics, improvement of the Solution, research, security and communication. The Aggregated Data are anonymised and irreversibly dissociated from any natural person and from any Client; they in no case permit, directly or indirectly, the identification of the Client, of its Establishments, of its Users or of its end customers. Any publication based on Aggregated Data relates to a sample sufficiently large to exclude any re-identification.

29.6. Feedback. The Client assigns to Odres, free of charge, definitively, irrevocably, non-exclusively, worldwide and for the statutory term of protection, all the economic rights attaching to the Feedback, including the rights of reproduction, of communication to the public, of adaptation, of translation, of commercial exploitation and of filing as an industrial property right. The Client warrants that it is entitled to consent to that assignment and shall deal with any rights of its Users. The Feedback is not confidential and its communication gives rise to no entitlement to any remuneration, nor to any right in the developments which might result therefrom.

Consideration for the assignment. The Parties expressly agree that that assignment is not granted without consideration. It is granted having regard to: (i) the Client's access to Odres' product roadmap and to information as to the developments envisaged; (ii) the prioritisation of its requests for developments in that roadmap; and (iii) the absence of billing of the developments arising from its feedback, which the Client enjoys without any price supplement in respect of its Subscription. The non-exclusive nature of the assignment moreover leaves the Client free to continue to exploit its own Feedback freely. This provision is adopted having regard to Article VI.91/5, 3° of the Code of Economic Law.

Article 30. Warranty against eviction and defence in the event of an infringement claim

30.1. Warranty. Odres warrants that the Solution, in its standard version and used in accordance with the Contract, does not infringe the intellectual property rights of any third party in the European Economic Area and in Switzerland.

30.2. Assumption of the defence. In the event of a claim or action by a third party based on such an infringement, Odres shall assume the defence of the Client and shall bear the final monetary awards, the settlements which it has approved and the reasonable costs of defence, on the following cumulative conditions: (a) the Client notifies the claim to Odres within a reasonable period after becoming aware of it; (b) the Client makes no admission of liability and enters into no settlement without the written agreement of Odres; (c) the Client leaves the conduct of the defence to Odres and provides it, at its own expense, with the assistance and information reasonably necessary; the Client may be assisted by an adviser at its own expense.

30.3. Remedies. If the use of the Solution is prohibited or is seriously at risk of being so, Odres shall implement, at its option and at its own expense, one of the following remedies: (a) obtain for the Client the right to continue to use the Solution; (b) replace or modify the Solution by a non-infringing version presenting substantially equivalent features; (c) failing the possibility of implementing one of those remedies within a reasonable period, terminate the Contract and reimburse the Client for the fraction of the sums paid in advance corresponding to the period not performed, increased by the reimbursement of the Set-up Fees paid, calculated pro rata over an amortisation period of thirty-six (36) months.

30.4. Exclusions. The warranty does not apply where the claim results: (a) from a modification of the Solution not carried out or not authorised by Odres; (b) from a use not in conformity with the Contract or with the Documentation; (c) from the combination of the Solution with Third-Party Services, products or data not supplied by Odres, where the infringement would not have existed without that combination; (d) from the content of the Client Data; (e) from Odres' compliance with specifications imposed by the Client; (f) from the use of an obsolete version where a corrected version was available and had been made available to the Client.

30.5. Exclusive nature, framed. This Article sets out Odres' obligations as regards infringement. It does not preclude the application of the mandatory rules, nor the engagement of Odres' liability for wilful misconduct, gross negligence or breach of an essential obligation.

Article 31. Personal data

31.1. Cross-reference to the DPA. The Processing of Personal Data in the context of the Contract is governed by the Data Processing Agreement (DPA — DOC 10), which forms an integral part of the Contract and prevails over these Terms in the event of a contradiction on that point.

31.2. Allocation of roles. The Client is the Controller of the Personal Data which it Processes by means of the Solution, in particular the data of its staff, of its Users and of its end customers. Odres acts as Processor for those Processing operations, within the meaning of Article 28 of the GDPR, and acts only on the documented instructions of the Client.

31.3. Odres' own Processing operations. Odres acts as Controller for its own Processing operations: management of the commercial and contractual relationship, billing and recovery, prospecting among professional contact persons, security logs, audience measurement and product improvement. Those Processing operations are described in the Privacy policy (DOC 03).

31.4. Cooperation. Each Party shall provide the other, to a reasonable extent, with the assistance necessary for the discharge of its obligations: replies to requests for the exercise of rights, impact assessments, prior consultation, notification of breaches, replies to the supervisory authorities.

31.5. Framed audits. The Client has a right of audit on the conditions of the DPA. Save for a contrary provision of the DPA, that audit is exercised at most once a year, subject to thirty (30) days' written notice, during business hours, without disrupting operations, by the Client or by an independent auditor which is not a competitor of Odres, bound by a confidentiality undertaking. The costs are at the Client's charge, unless the audit reveals a substantial breach by Odres. Odres may satisfy that obligation by producing up-to-date audit reports or certifications established by an independent third party, where these answer the Client's questions. A higher frequency is permitted in the event of an established Personal Data Breach or of an injunction of a supervisory authority.

31.6. Sub-processors. The list of sub-processors and the information and objection mechanism are set out in the DPA.

31.6 bis. Location of the Processing operations and transfers outside the European Economic Area. The location of the Processing operations and the chain of providers are those described in Article 13.2, the provisions of which apply to this Article.

The application, the database and the files — including the HR documents and the attachments — are hosted in the European Union. Three ancillary functions make use of providers established in the United States: the routing of push notifications, the reading of and replying to online reviews and the artificial intelligence features. To these are added the video players of the Training module, called upon solely on the launching of a video, and certain functions of the Stripe group performed from the United States in respect of the collection of subscription payments.

Those transfers are based, in the first place, on the standard contractual clauses of the European Commission (Implementing Decision (EU) 2021/914) incorporated into the processing agreements of the providers concerned and, only thereafter, where the provider is certified thereunder, on the EU–US Data Privacy Framework, relied upon by way of an additional safeguard. Providers not certified under that framework fall exclusively under the standard contractual clauses declared by them. A transfer impact assessment, annexed to the DPA, examines the legislation of the third countries concerned and the appropriate supplementary measures; it takes account of the fact that Railway, Neon and Cloudinary have their registered offices outside the European Union although the Processing takes place within the Union.

The push notifications carry no data from the database — the text of the notification and the device token only —, which renders the transfer proportionate; the online reviews are public data, published by their author on the platform of their addressee. The basis of the transfer specific to each provider is specified in Annex 2 to the DPA, which prevails over this Article.

31.7. Fate of the data after the end of the Contract. Upon the expiry of the transition period defined in Article 34 and of the retention period of Article 37.2, Odres shall delete the Client Data from its production environments within thirty (30) days, and from its backups in accordance with the rotation cycle defined in Article 10.1 of the SLA, namely ninety (90) days, save for any legal retention obligation. A certificate of deletion is issued to the Client upon written request.

Article 32. Confidentiality and trade secrets

32.1. Definition. Confidential information means any information, of whatever nature and on whatever medium, communicated by one Party to the other or of which a Party becomes aware in connection with the Contract, and which is identified as confidential or the confidential nature of which results from its nature or from the circumstances. The following in particular are confidential: the Client Data, the financial conditions, the technical documentation, the architectures, the security measures, the product plans, the commercial, financial and strategic information.

32.2. Obligations. Each Party undertakes: not to disclose the confidential information to third parties; to use it only for the purposes of the performance of the Contract; to restrict access to it to the members of its staff, company officers, advisers and sub-contractors having a need to know and bound by an equivalent obligation of confidentiality; to apply to it at least the same degree of protection as to its own confidential information, and in any event a reasonable degree.

32.3. Exceptions. The following information is not confidential: (a) information which is public or has fallen into the public domain without any breach; (b) information already legitimately known to the recipient before its communication, the burden of proof lying with it; (c) information received from a third party not bound by secrecy; (d) information developed independently without use of the confidential information; (e) information the disclosure of which is required by law, by a court decision or by a competent authority, it being incumbent on the Party concerned to inform the other thereof without delay, to the extent permitted, and to limit the disclosure to what is strictly necessary.

32.4. Duration. The obligations of this Article apply throughout the term of the Contract and for five (5) years after its end; without limitation in time for trade secrets within the meaning of Directive (EU) 2016/943 and of Articles XI.332/1 et seq. of the Code of Economic Law.

32.5. Return. At the end of the Contract, each Party shall return or destroy, at the other's option, the confidential information in its possession, with the exception of the copies retained pursuant to a legal obligation or an automated backup, which remain subject to confidentiality until their erasure.

32.6. Trade secrets. Each Party undertakes not to acquire, use or disclose unlawfully the trade secrets of the other within the meaning of Articles XI.332/1 et seq. of the Code of Economic Law, and acknowledges that the measures referred to in Articles XVII.21/1 et seq. of the same Code may be sought.

Title VIII — Exit, portability and switching providers

This Title implements Chapter VI of Regulation (EU) 2023/2854 of 13 December 2023 ("Data Act"), applicable to data processing services since 12 September 2025. In the event of a contradiction between a provision of the Contract and a mandatory provision of that regulation, the latter prevails.

Article 33. Right to switch providers and right of portability

33.1. Client's right. The Client has the right, at any time and for whatever reason, to: (a) switch data processing service provider to another provider; (b) transfer its digital assets to an on-premises infrastructure or to any other environment of its choice; (c) obtain the return of all the Client Data and, to the extent provided for in Article 34, of the exportable digital assets.

33.2. No obstacle. Odres undertakes not to create, maintain or raise any contractual, commercial, technical or organisational obstacle to the exercise of that right. The following in particular is prohibited: any provision having the effect of imposing a dissuasive formalism, of making the return conditional upon a waiver, of degrading the service during the transition, or of withholding the data by way of a payment guarantee. No suspension for non-payment (Article 22) may preclude the exercise of the right to retrieve the data. The return of the Client Data is conditional neither upon the return of the Leased Equipment, nor upon the payment of its Residual Value.

33.3. Maximum notice period. The Client triggers the switching process by simple written notification. The maximum notice period which may be required of the Client for that purpose is two (2) months. Any contrary provision of the Order Form imposing a longer notice period for the exercise of the right to switch is deemed not written.

33.4. Interaction with termination. The exercise of the right to switch may or may not be concomitant with the termination of the Contract. The Client may request the portability of its data without terminating the Contract, on the conditions of Article 34.6.

Article 34. Transition period and assistance

34.1. Duration of the transition period. The transition period is thirty (30) calendar days from the expiry of the notice period referred to in Article 33.3, or from any other date agreed between the Parties.

34.2. Extension. Where the period of thirty (30) days is technically unfeasible having regard to the volume of data, to the complexity of the environment or to interoperability constraints, Odres shall notify the Client, within fourteen (14) Business Days following the switching request, of a written and duly reasoned justification of that unfeasibility and shall propose an extended transition period, up to a limit of seven (7) months in total.

34.3. Extension at the Client's request. The Client may, on one occasion only, extend the transition period for such duration as it considers better suited to its needs, within the same maximum limit of seven (7) months.

34.4. Continuation of the service during the transition. Throughout the transition period, Odres shall maintain the continuity of the service at the level subscribed to and the Client shall retain access to the Solution, subject to payment of the corresponding fees calculated at the contractual rate in force, pro rata temporis.

34.5. Content of the assistance. Odres shall provide the Client, and where appropriate the receiving provider designated by it, with reasonable assistance in switching, comprising: (a) the making available of documented information on the data structures, the schemas, the nomenclatures and the reference data used; (b) the making available and the documentation of the export features and of the export interfaces (API); (c) technical support during the transition period, to a reasonable and proportionate extent; (d) information on the backup procedures and on the fate of the data after the end of the Contract; (e) the securing of the export operations (encryption, integrity check, authentication of the recipient).

34.6. Portability during the Contract. Independently of any termination, the Client may, at any time, export its Client Data from the Solution by means of the standard export features made available to it, without any limitation of frequency other than those necessary for the preservation of the stability of the service (Article 13.4).

Article 35. Format and scope of the return

35.1. Format. The Client Data are returned in a structured, commonly used and machine-readable format, such as CSV, JSON or XML, accompanied by a data dictionary describing the tables, the fields, the types and the relations. The documents and attachments are returned in their original format. The list of the export formats available by module is set out in the Documentation, in its version in force.

35.2. Scope. The return covers all the Client Data, including the reference data, the transactional data, the documents uploaded and the metadata necessary for their understanding and their exploitation. It does not cover: (a) the elements covered by the intellectual property rights of Odres or of third parties (source code, algorithms, models, software structure); (b) the Aggregated Data; (c) data relating to other clients; (d) information the disclosure of which would compromise the security of the Solution.

35.3. Arrangements. The return is effected by secure download from the Solution or, for large volumes, by any other secure means agreed between the Parties. Odres shall make available a time-stamped acknowledgement of the making available. The export and return operations are carried out from the European infrastructure described in Article 13.2 — application server, database and uploaded files, all located in the European Union — and involve none of the ancillary functions referred to in the same Article, which do not constitute a place of storage of the Client Data.

35.4. Functional equivalence. Odres does not warrant the functional equivalence of the data returned in the environment of the receiving provider, interoperability depending on the latter's technical choices. Odres shall cooperate in good faith in order to resolve the technical difficulties reported.

Article 36. Switching charges

36.1. Principle and statutory timetable. In accordance with Articles 29 and 41 of Regulation (EU) 2023/2854: (a) up to and including 11 January 2027, Odres may bill only reduced switching charges, not exceeding the costs which it actually bears and which are directly linked to the switching process; (b) from 12 January 2027, no switching charge may be billed, by whatever name.

36.2. Transparency. Odres shall communicate to the Client, prior to the conclusion of the Contract and to any switching request, the information relating to the switching charges which may be applicable and to the method of calculating them. That information is also published on Odres' website.

36.3. Charges applicable as at the date of these Terms. Odres bills no switching charge. The return of the Client Data and the standard assistance defined in Article 34.5 are supplied free of charge, both before and after 12 January 2027.

36.4. Distinction from the early termination indemnity and from the Residual Value. The switching charges are to be distinguished from the early termination indemnity provided for in Article 26.6, which remunerates the breaking of a commitment term accompanied by a price advantage and remains lawful, including after 12 January 2027, provided that it is proportionate and does not constitute a disguised obstacle to switching providers. They are also to be distinguished from the Residual Value of the Leased Equipment, which constitutes the price of the sale of a tangible item of property not returned and not a charge linked to the processing of data. They are to be distinguished, finally, from the costs of the additional services expressly ordered by the Client beyond the standard assistance defined in Article 34.5.

36.5. Additional migration services. Any migration service going beyond the standard assistance (development of a specific connector, reprocessing of data, retrieval in a non-standard format, on-site support) is the subject of a separate quotation, accepted by the Client, and does not constitute a switching charge.

Article 37. Retention and deletion after the end of the Contract

37.1. Upon the expiry of the transition period, access to the Solution is definitively closed.

37.2. Odres retains the Client Data for a period of thirty (30) days after the closure of access, in order to allow for a late request for return. That courtesy period is free of charge; beyond it, the retention may be billed at the Storage rate set out in the Unit Rate Card (Annex 2), after prior information of the Client and its written agreement.

37.3. Upon the expiry of that period, Odres shall proceed to the definitive deletion of the Client Data from its production environments, and then from its backups in accordance with the rotation cycle defined in Article 10.1 of the SLA, namely ninety (90) days, save for: any legal retention obligation, the necessity of establishing, exercising or defending a right in legal proceedings, or any contrary written instruction of the Client. The production environments and backups concerned are those of the processing chain described in Article 13.2, located in the European Union.

37.4. Odres shall issue to the Client, upon written request made within six (6) months, a signed certificate of deletion.

37.5. Ancillary functions. The ancillary functions referred to in Article 13.2 do not constitute a place of storage of the Client Data: the push notifications carry only the text of the notification and the device token; the online reviews are published by their author on the platform of their addressee, which remains an independent controller thereof; the data transmitted to the supplier of artificial intelligence models are not used to train its models and the inputs and outputs are retained by it only for a limited period, for the sole purposes of abuse detection, before being deleted. The deletion organised by this Article relates to Odres' environments and backups; the fate of the data at each of the providers is specified in Annex 2 to the DPA.

Title IX — Warranties, liability and insurance

Article 38. Warranties and exclusions of warranty

38.1. Odres' warranties. Odres warrants: (a) that it holds the rights and the means necessary for the conclusion and the performance of the Contract; (b) that the Solution is, in essence, in conformity with the Documentation in force; (c) that the Solution is free, to its knowledge, from any malicious code, backdoor or undocumented remote blocking device; (d) compliance with the service level undertakings defined in the SLA, single and identical for all Packs; (e) the absence of any infringement of the rights of third parties on the conditions of Article 30; (f) that the Leased Equipment is, upon its being made available, in working order and in conformity with its intended purpose, on the conditions of Annex 3.

38.2. No warranty of commercial result. Odres warrants no economic, commercial, operational or financial result arising from the use of the Solution: neither any gain in productivity, nor any reduction of costs, nor any increase in turnover, nor any regulatory compliance of the Client, nor the accuracy of the decisions which the Client bases on the information derived from the Solution. The Solution is a tool; its value depends on the data entered, on the configuration adopted and on the use which the Client makes of it.

38.3. No warranty of uninterrupted and error-free operation. Having regard to the state of the art, Odres does not warrant that the Solution will operate in an uninterrupted and error-free manner. It warrants, on the other hand, the availability levels and the correction times subscribed to in the SLA and implements the diligences of Article 12.1.

38.4. Interoperability with the Third-Party Services. (a) The interconnections with Third-Party Services (POS, payment service provider, account information service provider, accounting software, booking platforms) are supplied within the limits of the interfaces made available by the third parties concerned and of their terms of use. (b) Odres controls neither the availability, nor the development, nor the performance, nor the security of those Third-Party Services, and assumes no liability for their acts. (c) The modification, degradation or removal of an interface by a third party may affect an interconnection; Odres shall inform the Client thereof as soon as possible and shall implement reasonable diligences in order to restore or replace the interconnection. Where the removal is definitive and substantially affects the Client's use, Article 16.3 applies. (d) The Client remains bound by the contractual terms of the suppliers of Third-Party Services and bears the cost thereof alone.

38.5. Non-production environments and trial periods. Test and demonstration environments, features identified as "beta", "preview" or "experimental" and trial periods are supplied as is, without any service level undertaking and with an exclusion of warranty as broad as the applicable law permits, with the exception of the cases of wilful misconduct, gross negligence and breach of an essential obligation.

38.6. Scope. The exclusions of this Article may not have the effect of depriving the Client of any remedy, nor of limiting Odres' liability in the event of wilful misconduct, gross negligence or breach of an essential obligation of the Contract.

Article 39. Liability

39.1. Principle. Each Party is answerable for the damage caused to the other by the non-performance of its contractual obligations, on the conditions of the general law, subject to the provisions below.

39.2. Liability cap.

Odres' total and aggregate liability, all causes taken together, is limited to the amount excluding VAT actually paid by the Client in respect of the Subscription during the twelve (12) months preceding the triggering event, with a minimum of twenty-five thousand euros (25,000.00 EUR). That limitation does not apply: (i) to the wilful misconduct and gross negligence of Odres or of its servants; (ii) to death or personal injury; (iii) to a breach of an essential obligation of the Contract depriving it of its substance; (iv) to payment obligations; (v) to the extent that the applicable mandatory law precludes it. The Client enjoys an equivalent limitation for its own breaches, with the exception of its obligations of payment, of confidentiality and of respect for intellectual property rights.

39.2 bis. Basis and scope of the floor. For the purposes of Article 39.2, the sums paid in respect of the Subscription are to be understood as the Flat Fee, the Overages of Metered Services, the AI Credit top-ups and the Set-up Fees actually billed and paid during the twelve (12) months under consideration, exclusive of tax and excluding additional services. The floor of twenty-five thousand euros (25,000.00 EUR) applies where that amount is higher than the sums thus paid, so that the limitation can never reduce the compensation to a derisory amount or deprive the clause of its useful effect.

39.3. Justification of the balance. The Parties expressly acknowledge that that limitation, which is reciprocal and accompanied by the reservations set out above, has been negotiated having regard to the price of the Subscription, to the level of service defined in the Service Level Agreement, to the insurance cover described in Article 39.6 and to the allocation of risks specific to a shared service. It deprives the Client of no remedy and is adopted having regard to Articles VI.91/4, 2° and VI.91/5, 4°, 5° and 6° of the Code of Economic Law.

39.4. Indirect damage. No Party is bound to make good indirect damage. The following are expressly characterised as indirect, for the purposes of the Contract: loss of profit, loss of turnover, of margin or of anticipated savings, loss of clientele, damage to image or reputation, loss of opportunity, operating losses, additional staff costs, and third-party claims, with the exception of those expressly assumed under Articles 17.7 and 30. The loss, alteration or destruction of Client Data attributable to Odres is not characterised as indirect damage and remains compensable within the limit of the cap of Article 39.2; the loss is assessed, principally, by reference to the reasonable cost of reconstituting the data from the backups and the sources available.

39.5. Claim. Any claim must be notified in writing, with reasons, within a period of twelve (12) months from the discovery of the triggering event, without that period being able to exceed the statutory limitation periods or to derogate from them in an unfair manner. That period is reciprocal.

39.6. Insurance. Odres undertakes to take out, no later than the Go-Live Date, and to maintain throughout the term of the Contract, with a company of recognised solvency: (a) professional civil liability insurance, covering the pecuniary consequences of its liability, up to the amount of the insurance cover to be taken out by Odres, expressed per claim and per insurance year; (b) cyber-risk insurance, covering in particular the costs of crisis management, of notification, of reconstitution of data and the liabilities linked to a data breach, up to the amount of the insurance cover to be taken out by Odres, expressed per insurance year.

Scope of the present declaration. The cover amounts are those of the policies actually taken out by Odres; they are entered in this Article and communicated to the Client prior to any subscription, as well as upon any modification. Odres declares no cover which it has not in fact taken out. In the absence of communication of those amounts before subscription, the Client may, without charge or indemnity, refuse to subscribe or, if it has already subscribed, terminate the Contract on the conditions of Article 40.3.

A certificate of insurance is provided to the Client upon written request, at most once a year. The Client likewise undertakes to maintain the insurance usual for its activity, including cover for the Leased Equipment on the conditions of Annex 3.

39.7. Mitigation of damage. Each Party shall take the reasonable measures to limit the extent of its damage. A Party's liability is reduced to the extent of the part of the damage resulting from the act of the other Party, of its Users, of its service providers or of a third party.

39.8. SLA penalties. The credit notes provided for in the SLA constitute flat-rate compensation for the sole loss resulting from the failure to comply with the availability and time-limit undertakings which it defines, on the conditions and subject to the reservations which it sets out. They are set off against any compensation subsequently payable on the same ground.

Title X — Miscellaneous provisions

Article 40. Development of the contractual documents

40.1. Grounds. Odres may modify these General Subscription Terms, the ToU, the AUP and the SLA on valid grounds: legal or regulatory development, decision of an authority, technical development of the Solution, development of security requirements, modification of its ecosystem of sub-processors, or improvement of drafting clarity without any adverse impact on the Client.

40.2. Notice. Any modification is notified to the Client in writing, stating the grounds, the scope and the effective date, subject to at least thirty (30) days' notice; that notice period is extended to three (3) months where the modification substantially and adversely affects the Client's rights or obligations.

40.3. Right of refusal and of termination. Where the modification substantially and adversely affects the Client, the latter may refuse it and terminate the Contract without charge or indemnity, by notification sent within thirty (30) days of the information, with effect on the date on which the modification comes into force, and with reimbursement pro rata temporis. Odres' notification expressly mentions that right and the consequence of silence.

40.4. Imposed modifications. Modifications strictly necessary for compliance with a legal or regulatory obligation, or for the correction of a security flaw, may come into force immediately; they are notified as soon as possible and give rise to the right of termination of Article 40.3 where they substantially affect the Client.

40.5. Applicable version. The applicable version of the documents is that in force on the date of conclusion of the Contract, subject to the modifications made in accordance with this Article. Odres retains a dated history of the successive versions, accessible to the Client upon request.

Article 41. Sub-contracting, assignment and change of control

41.1. Sub-contracting by Odres. Odres may have recourse to sub-contractors for the performance of all or part of its obligations, in particular for hosting, supervision, support and development. It remains solely liable to the Client for the performance of the Contract and is answerable for its sub-contractors as for itself. Recourse to sub-processors within the meaning of the GDPR is governed by the DPA.

41.2. Sub-contracting by the Client. The Client may entrust the use of the Solution to its service providers on the conditions of Article 28.2.

41.3. Assignment of the Contract. The Contract may not be assigned, in whole or in part, by either Party without the prior written agreement of the other, which may not be refused without legitimate grounds. The following in particular constitute legitimate grounds for refusal: the manifest insolvency of the assignee, its technical incapacity to perform the Contract, or its status as a direct competitor of the Party whose agreement is sought.

41.4. Exception. By way of exception, each Party may assign the Contract, subject to prior written information of thirty (30) days, to a company of its group or in the context of a merger, demerger, contribution of a universality or of a branch of activity, or transfer of its business, provided that the assignee has the capacity to perform the Contract and assumes all the obligations. In the event of an assignment by Odres to a direct competitor of the Client, the latter may terminate the Contract without charge within sixty (60) days of the information, with reimbursement pro rata temporis.

41.5. Change of control. Each Party shall inform the other of any change of control within the meaning of Article 1:14 of the Companies and Associations Code within a period of thirty (30) days. A change of control of the Client does not entail termination of the Contract; however, where the new controlling party is a direct competitor of Odres, the latter may, within sixty (60) days of the information, terminate the Contract subject to three (3) months' notice and reimbursement pro rata temporis, the option being reciprocal for the benefit of the Client.

Article 42. Non-solicitation of staff

42.1. Reciprocal undertaking. Each Party shall refrain, during the term of the Contract and for twelve (12) months after its end, from soliciting directly and personally, with a view to employing or engaging them on whatever basis, any member of the staff of the other Party having been directly and personally involved in the performance of the Contract.

42.2. Exceptions. The following do not constitute a prohibited solicitation: a reply to an unprompted spontaneous application, recruitment following a public and non-targeted advertisement, or the employment of a person whose contract of employment ended more than six (6) months previously at the initiative of their employer or by unprompted resignation.

42.3. Indemnity. In the event of a breach, the defaulting Party shall pay the other a flat-rate indemnity equal to six (6) months of the gross remuneration of the person concerned, as recorded over the last twelve months. The Parties agree that that amount constitutes a reasonable assessment of the loss resulting from the costs of recruitment, of training and of disorganisation, and is not manifestly disproportionate within the meaning of Article VI.91/5, 6° of the Code of Economic Law.

42.4. Limits. This Article does not preclude the freedom of work of the persons concerned, who are not parties to the Contract and are bound by no obligation on that basis.

Article 43. Force majeure and change of circumstances

43.1. Force majeure. No Party is liable for the non-performance of its obligations, other than the obligations to pay sums due, where that non-performance results from a case of Force Majeure within the meaning of Article 5.226 of the Civil Code, namely an impossibility of performance not attributable to the Party and which could not reasonably have been foreseen or avoided.

43.2. Illustrations. The following may constitute, according to the circumstances, cases of Force Majeure: natural disasters, fires and floods affecting the infrastructures, wars, acts of terrorism and civil unrest, epidemics and binding health measures, decisions of public authorities rendering performance impossible, generalised failures of the telecommunications or electricity supply networks, massive cyber-attacks of such a level of sophistication that security measures in accordance with the state of the art could not prevent them, as well as general or sectoral strikes extraneous to the Party concerned. The characterisation remains subject to the assessment of the court having regard to the statutory criteria; the present enumeration is indicative and does not dispense with establishing the unforeseeable, unavoidable and insurmountable nature of the event.

43.3. Effects. The affected Party shall inform the other as soon as possible, shall describe the event and its foreseeable consequences, and shall implement reasonable means in order to limit its effects. The obligations affected are suspended for the duration of the event. The fees are not payable for the period of total suspension of the service exceeding fifteen (15) days.

43.4. Termination. If the impediment continues beyond sixty (60) consecutive days, each Party may terminate the Contract by written notification, without indemnity on either side, subject to the reimbursement pro rata temporis of the sums paid in advance and to the implementation of the exit to the extent possible.

43.5. Change of circumstances (Article 5.74 of the Civil Code). The Parties agree not to set aside the statutory regime of unforeseeable change of circumstances and frame it as follows: (a) the Party which invokes a change of circumstances rendering performance excessively onerous shall notify the other of a request for renegotiation, stating the grounds and quantified, while continuing to perform the Contract during the renegotiation; (b) the Parties shall negotiate in good faith for sixty (60) days; (c) failing agreement, each Party may apply to the court in accordance with Article 5.74, § 2 of the Civil Code; (d) circumstances the risk of which has been contractually assumed are expressly excluded from the field of change of circumstances, in particular the cost developments covered by the indexation (Article 24) and price revision (Article 25) mechanisms.

Justification: the outright exclusion of Article 5.74 at the sole charge of the Client could have constituted an unjustified transfer of economic risk within the meaning of Article VI.91/5, 3° of the Code of Economic Law; the statutory regime is therefore maintained, framed procedurally and reciprocal.

Article 44. Export compliance, sanctions and anti-corruption

44.1. Sanctions and export control. Each Party undertakes to comply with the applicable regulations as regards international sanctions and export control, in particular those of the European Union, of Belgium and, where applicable, those of the United States. The Client declares and warrants: (a) that it is not established in a territory subject to comprehensive sanctions; (b) that neither it nor any of its beneficial owners appears on a list of designated persons or entities; (c) that it does not use the Solution for the benefit of such a person or entity, nor for prohibited purposes.

44.2. Effect. Odres may suspend or terminate the Contract with immediate effect, without indemnity, if its performance becomes contrary to an applicable restrictive measure, it being incumbent on it to inform the Client thereof as soon as possible and to cooperate in the return of the data to the extent permitted by the regulations.

44.3. Anti-corruption. Each Party undertakes to comply with the applicable legislation as regards combating corruption, trading in influence and money laundering, in particular Articles 246 et seq. of the Belgian Criminal Code and the Act of 18 September 2017. Each Party shall refrain from offering, promising, granting, soliciting or accepting any undue advantage, directly or indirectly, in connection with the Contract, and undertakes to inform the other thereof in the event of a serious suspicion. A characterised breach of this Article constitutes a serious breach within the meaning of Article 26.8 (b).

Article 45. Final clauses

45.1. Entire agreement. The Contract, as composed in accordance with Article 4.1, expresses the entirety of the Parties' agreement on its subject matter and replaces any prior agreement, exchange, offer or undertaking, whether written or oral, relating to the same subject matter.

45.2. Partial invalidity. If a provision of the Contract is declared void, unlawful or inapplicable, in whole or in part, by a competent authority, that invalidity does not affect the other provisions, which remain in force. The Parties shall negotiate in good faith a replacement provision producing, within the limits of legality, an economic effect as close as possible to that sought. Failing agreement within thirty (30) days, the void provision is replaced by the applicable default statutory rule.

45.3. No waiver. The fact that a Party does not rely on a breach by the other of any of its obligations may not be interpreted as a waiver of the right to rely on it subsequently. Any waiver must be express and in writing, and is valid only for the particular case to which it relates.

45.4. Forbearance. No forbearance, whatever its duration, frequency or extent, may create an acquired right for the benefit of the Party which benefits from it.

45.5. No exclusivity and no partnership. The Contract confers no exclusivity and creates between the Parties neither any partnership, nor any association, nor any mandate, nor any commercial agency relationship, nor any contract of employment. Each Party acts in its own name, on its own behalf and under its own responsibility.

45.6. Notifications. Any notification under the Contract is validly effected: (a) by electronic mail sent to the addresses set out below, with acknowledgement of receipt or time stamp of the sending server, the notification being deemed received on the Business Day following its dispatch; (b) by registered letter, deemed received on the third Business Day following its posting; (c) by publication in the Client's Account, for operational information and technical developments only.

Notifications relating to a formal notice of default, to a termination or to a liability claim are sent by electronic mail and by registered letter.

Notification addresses — for Odres: contact@odres.io — ODRES GROUP SRL, 20 Place Verte, 6000 Charleroi (Belgium). For the Client: the electronic address and the postal address set out in the Order Form.

Each Party shall notify any change of address within ten (10) Business Days; failing that, notifications sent to the last known address are valid.

45.7. Electronic evidence and probative value of the logs. The Parties agree, in accordance with Article 8.11 of the Civil Code, that the data, logs, connection records, action histories and time stamps retained by Odres in its information systems constitute evidence between them of the facts which they record, until proof to the contrary. Odres implements reasonable measures as to the integrity and retention of those records. The Client may obtain communication of them, as regards what concerns it, upon written request stating the grounds. The present agreement as to evidence deprives the Client of no right to adduce evidence to the contrary by any means.

45.8. Electronic signature. The Parties accept that the Contract and its amendments be signed by electronic means in accordance with Regulation (EU) No 910/2014 (eIDAS) and with Articles 8.1, 8.18 et seq. of the Civil Code. The qualified electronic signature is treated as equivalent to the handwritten signature. The Parties recognise the validity and the probative force of the advanced electronic signatures implemented by the electronic signature provider selected by Odres, whose identity and level of assurance are brought to the Client's attention upon signature, without prejudice to the right to dispute their attribution.

45.9. Commercial references. The Client authorises Odres to mention its name and to reproduce its logo, in their official form, by way of a commercial reference, on its website, its communication materials and its responses to invitations to tender. That authorisation is revocable at any time by simple written notification, Odres having a period of thirty (30) days in which to withdraw the reference from its updatable materials. Any other communication (testimonial, case study, press release) requires the prior written agreement of the Client.

45.10. Language of the Contract and translations. The language of the Contract is French. Any translations made available by Odres are made available by way of facility; in the event of any discrepancy in interpretation, the French version prevails, save where mandatory law in the Client's country of establishment requires another language, in which case the version in that language prevails for that Client. The language of operational exchanges and of support is that indicated in the SLA.

45.11. Election of domicile. For the performance of the Contract, each Party elects domicile at the address set out at the head of these Terms or in the Order Form.

45.12. Interpretation. The Contract is interpreted according to the common intention of the Parties. No provision confers on either Party any discretionary power of interpretation; in the event of persisting doubt as to the meaning of a provision drafted unilaterally by Odres, that provision is interpreted in favour of the Client, in accordance with Article 5.66 of the Civil Code.

Article 46. International provisions

46.1. Field. This Article applies to Clients established outside Belgium. It supplements the foregoing provisions and prevails over them in the event of a contradiction, for those Clients alone.

46.2. Reservation as to local mandatory provisions. The provisions of the Contract apply subject to the mandatory provisions and the overriding mandatory rules of the Client's country of establishment, where these cannot be set aside by agreement. Where a provision is contrary to such a provision, it is deemed not written for that Client alone and replaced by the applicable local rule, the remainder of the Contract remaining in force.

46.3. Clients established in the European Union. (a) VAT: application of the reverse charge regime on the conditions of Article 23.2. (b) Data Act: Title VIII applies without restriction. (c) GDPR: the DPA applies without restriction; the Client shall inform Odres of the lead supervisory authority to which it is subject. (d) Employment law: references to the Belgian obligations (Dimona, Checkin@Work, joint committee) are to be understood, for those Clients, as references to the equivalent obligations of local law, for which the Client remains solely responsible. (e) Equipment leasing: Annex 3 is offered only to Clients established in Belgium, save for the express agreement of Odres as to the arrangements for delivery and return.

46.4. Clients established outside the European Union. (a) Taxation: billing takes place without Belgian VAT; the Client shall deal with any reporting obligation, withholding tax or local tax, on the conditions of Article 23. (b) Transfers of data: transfers of Personal Data to a third country are framed in accordance with Chapter V of the GDPR and with the DPA: an adequacy decision where one exists, failing which the standard contractual clauses of the Commission (Implementing Decision (EU) 2021/914) accompanied by a transfer impact assessment and the appropriate supplementary measures. The transfers carried out by Odres under the processing chain of Article 13.2 — push notifications, online reviews, artificial intelligence features, video players of the Training module and functions of the Stripe group performed from the United States — are based, in the first place, on the standard contractual clauses of the Commission (Implementing Decision (EU) 2021/914) and, only thereafter, where the provider is certified thereunder, on the EU–US Data Privacy Framework, relied upon by way of an additional safeguard. The corresponding transfer impact assessment is annexed to the DPA. (c) Compliance: Article 44 applies with heightened vigilance; Odres may request additional information on the Client's beneficial owners. (d) Arbitration option. By way of derogation from Article 47.2, the Parties may agree, in the Special Conditions or in the Order Form, that any dispute shall be settled definitively in accordance with the CEPANI Arbitration Rules (Belgian Centre for Arbitration and Mediation), by one (1) arbitrator appointed in accordance with those rules, save for a contrary agreement of the Parties bringing the number of arbitrators to three (3), the seat of the arbitration being fixed in Brussels (Belgium), the language of the proceedings being French, or English if the Parties so agree, and the law applicable to the substance remaining Belgian law. The award is final and enforceable; the Parties waive any appeal on the substance to the extent permitted by law. Notwithstanding this clause, each Party retains the option of applying to any court having jurisdiction for the purposes of urgent interim or protective measures. (e) Exequatur: in the absence of an arbitration option, the Parties acknowledge that they have been informed that the enforcement of a decision of a Belgian court in the Client's country may require exequatur proceedings, the outcome of which is not guaranteed.

46.5. Location of the data. The Client established outside the EEA acknowledges that its Client Data are hosted in the European Union — application server in the Netherlands, database in Germany, uploaded files in the provider's European data centre, in accordance with Article 13.2 —, which it expressly accepts.

It also acknowledges that three ancillary functions make use of providers established in the United States — the routing of push notifications, the reading of and replying to online reviews and the artificial intelligence features —, to which are added the video players of the Training module and certain functions of the Stripe group performed from the United States, and that those transfers are based, in the first place, on the standard contractual clauses of the European Commission (Implementing Decision (EU) 2021/914) and, only thereafter, where the provider is certified thereunder, on the EU–US Data Privacy Framework, by way of an additional safeguard. The Client further acknowledges that Railway, Neon and Cloudinary have their registered offices outside the European Union, although the Processing takes place within the Union.

Any particular localisation requirement must be the subject of Special Conditions and, where appropriate, of specific pricing.

46.6. Currency. Save for a contrary provision of the Order Form, prices are expressed and payable in euros. The exchange risk is at the Client's charge.

Article 47. Applicable law and jurisdiction

47.1. Amicable settlement. The Parties shall first attempt, in good faith, an amicable settlement for thirty (30) days from the written notification of the dispute. That attempt is not a condition of admissibility of any urgent, interim or protective action.

47.2. Applicable law and jurisdiction.

The Contract is governed by Belgian law, to the exclusion of its conflict-of-laws rules and of the Vienna Convention of 11 April 1980 on the international sale of goods. Any dispute falls within the exclusive jurisdiction of the courts and tribunals of the judicial district of Hainaut, Charleroi division, without prejudice to Odres' right to bring proceedings before any other court having jurisdiction.

47.3. Reservation. Article 47.2 applies subject to Article 46 for Clients established outside Belgium and subject to the mandatory rules of jurisdiction.

Signatures

Executed in as many counterparts as there are Parties, or signed electronically in accordance with Article 45.8.

Recommended handwritten or electronic statement of the Client: "The undersigned declares that it acts for professional purposes, that it has acquainted itself with the General Subscription Terms, with their Annexes 1, 2 and 3, with the SLA and with the DPA, that it has received a copy thereof and that it accepts them without reservation."

Annex 1 — Price Schedule

Annex to the General Subscription Terms — DOC 06 Version of the Price Schedule: V4.0 — Effective date: 25 September 2026 — Supersedes: version V3.0 of 21 September 2026

This Annex is a contractual document within the meaning of Article 6.4.5. It is communicated to the Client prior to subscription, reproduced in the Order Form and permanently accessible from the Account. The Flat Fee is determined by the combination of the two cumulative Tier Criteria of Article 6.4.3 — the Pack subscribed to and the Optional Modules activated on the one hand, the number of Establishments covered on the other —, in accordance with the calculation formula of point A.1.3. The number of Active Users is not a Tier Criterion: it constitutes one of the five counters of Metered Services (Article 21 bis). The amounts are expressed exclusive of tax (excluding VAT), in euros. They are indexed in accordance with Article 24, within the limit of the cap of three per cent (3%) per year, and revisable in accordance with Article 25.

A.1.1. Packs and prices

Price per Establishment covered and per month, excluding VAT, before Volume Discount, for a twelve (12) month commitment. The Foundation — Communication, employee records, time clock by PIN code and photograph, time recording report — is comprised in all Packs.

A.1.2. Optional Modules

An Optional Module is subscribed to in addition to a Pack. Its activation requires a positive act of the Client (Article 8.7.1), preceded by the display of the price and of the new Flat Fee. Each module has its own price.

A module already comprised within the scope of the Pack subscribed to may not be the subject of a subscription as an Optional Module and is not billed a second time.

A.1.3. Flat Fee calculation formula

Monthly Flat Fee excluding VAT = [ (Price of the Pack × Number of Establishments covered) + (Sum of the prices of the Optional Modules × Number of Establishments concerned) − Volume Discount ] × (1 + No-Commitment Surcharge)

The Establishment is not billed separately and is not the subject of any distinct Subscription: the number of Establishments covered is a parameter for calculating the Flat Fee, fixed by the present Price Schedule accepted upon subscription (Article 6.4.4).

A.1.4. Volume Discount

The Volume Discount applies as of right, without any request by the Client, and is recalculated upwards as well as downwards upon each development of the number of Establishments covered (Article 8.6.4).

The Volume Discount relates to the price of the Packs and to that of the Optional Modules. It relates neither to the Metered Services, nor to the Overages, nor to the Set-up Fees, nor to the rent for the Leased Equipment. Any subsequent reduction of that scale is treated as an upward price revision and subject to Article 25.

A.1.5. No-Commitment Surcharge

The prices of points A.1.1 and A.1.2 are to be understood as applying to a twelve (12) month commitment. They constitute the first of the two price schedules.

The No-Commitment Surcharge is neither a penalty nor an indemnity: it constitutes a second price schedule, corresponding to a different consideration (Article 6.4.9). The Client which switches during the Contract to the regime with a commitment ceases to be subject to it on the first day of the following calendar month.

A.1.6. Set-up Fees

Content of the service: Article 21 ter.2. Regime of the conditional waiver and consequence of an early termination: Articles 21 ter.3, 21 ter.5 and 26.6.

A.1.7. Equipment leasing

The complete conditions of the lease — obligations of the Parties, exchange warranty, return regime and Residual Value scale — are set out in Annex 3. The consumables are not comprised within the lease.

A.1.8. Included Allowances per counter and per Pack

The Included Allowances are expressed per Establishment covered and per month and are pooled at the level of the Client (Article 21 bis.1.2): Client's total allowance = Unit allowance of the Pack × Number of Establishments covered. They are to be understood per counter taken separately and are neither carried over, nor refundable, nor capable of being set off between counters (Article 21 bis.2). Any consumption exceeding the total allowance is billed at the Unit Rate Card of Annex 2, with the exception of the AI Credits, which are governed by the top-up at the Client's initiative regime of Article 21 bis.9.

The connection of bank accounts does not appear in the present table: it does not constitute a Metered Service and falls under Article 18 bis, which organises the re-invoicing of the cost of the authorised provider euro for euro, on production of supporting documents and without mark-up.

A.1.9. Version history of the Price Schedule

Annex 2 — Unit Rate Card and AI Credit conversion table

Annex to the General Subscription Terms — DOC 06 Version of the Unit Rate Card: V4.0 — Version of the AI Credit conversion table: V1.0 — Effective date: 25 September 2026 — Supersedes: version V3.0 of 21 September 2026

This Annex is a contractual document. The amounts are expressed exclusive of tax (excluding VAT), in euros. The Unit Rate Card is indexed in accordance with Article 24, within the limit of the cap of three per cent (3%) per year, and revisable in accordance with Article 25, subject to the derogating regime for the passing on of third-party provider costs of Article 21 bis.7.2. It is increased by fifteen per cent (15%) for the Client having subscribed without a commitment (Article 6.4.9).

A.2.1. Unit Rate Card for the Metered Services

The Unit Rate Card applies to each unit consumed beyond the pooled Included Allowance (Article 21 bis.1.3). Billing takes place monthly, in arrears, on a detailed statement annexed to the invoice. The Metered Services comprise five counters.

Additional Connected POS — justification of the rate. That amount corresponds to the re-invoicing of the cost billed to Odres by the supplier of the point-of-sale system in respect of each additional connection, increased only by the costs of implementing and supervising the interface (Article 21 bis.1.5). The scenario is residual, only one cash register system being installable per Establishment.

Indispensable third-party providers within the meaning of Article 21 bis.7.2:

• Processed Accounting Documents counter: the document recognition service, internal or third-party, the identity of which is to be settled by the publisher and, if it is a third party, entered in Annex 2 to the DPA.
• AI Credits counter: the supplier of artificial intelligence models — Anthropic Ireland Limited / Anthropic PBC, Processing in the United States —, entered in Annex 2 to the DPA as a sub-processor, together with the basis of the transfer (Article 13.2).
• Connected POS counter: the supplier of the point-of-sale system connected by the Client.

Connection of bank accounts — outside the Unit Rate Card. The connection of bank accounts does not constitute a Metered Service and appears in no rate card. The cost of the authorised provider is re-invoiced euro for euro, on production of supporting documents and without mark-up, on the conditions of Article 18 bis.9.

A.2.2. Overage cap

No monthly Overage cap is applied by default (Article 21 bis.5.5). The Client may, at any time, free of charge and from its Account, set, modify or remove a monthly Overage cap per counter, expressed in units or in euros excluding VAT. The cap takes effect immediately; upon its being reached, the counter concerned alone is suspended and ceases to be billed.

A.2.3. AI Credit top-ups

The AI Credits are never billed as an Overage (Article 21 bis.9.1). Upon the exhaustion of the balance, the artificial intelligence features are simply suspended, without any other consequence, until the top-up or until the opening of the following billing period.

Any top-up presupposes a positive, express and prior act of the Client from its Account. No automatic or tacit top-up, or top-up triggered by Odres, is possible (Article 21 bis.9.3).

A.2.4. AI Credit conversion table

The conversion table, which indicates the number of AI Credits consumed by type of processing, is public, stable and versioned (Article 18.8.1). The applicable version is that in force on the first day of the billing period under consideration. Any modification increasing the number of AI Credits consumed for identical processing constitutes a price increase subject to Article 25; any favourable modification takes effect as of right upon its publication.

State of the table as at the date of these Terms. The conversion table is to be settled and published by Odres in the Documentation, together with its version number and its effective date, prior to any marketing of the artificial intelligence features. For as long as it is not published, no consumption of AI Credits may be relied upon against the Client.

A.2.5. Version history

Annex 3 — Equipment leasing

Annex to the General Subscription Terms — DOC 06 Version: V1.0 — Effective date: 25 September 2026 — New annex

This Annex implements Article 21 quater of the General Subscription Terms. It governs the making available, under a simple lease, of the use-by date label printer and of any other Leased Equipment mentioned in the Order Form. The amounts are expressed exclusive of tax (excluding VAT), in euros.

A.3.1. Purpose, eligibility and term

The lease is optional and results from a positive act of the Client in the Order Form or from its Account. The Client remains free to acquire compatible equipment from the supplier of its choice; the Documentation specifies the technical characteristics required.

The Client may bring the lease alone to an end, without bringing the Subscription to an end, subject to thirty (30) days' notice, the return then taking place on the conditions of point A.3.4.

A.3.2. Odres' obligations

(a) To make available equipment in working order, complete and in conformity with its intended purpose, together with its documentation. (b) To provide the exchange warranty: any breakdown occurring in normal and compliant use gives rise to the replacement free of charge of the equipment, dispatched within five (5) Business Days of the finding. The age counter used to determine the Residual Value continues to run on the replacement equipment and is not reset to zero. (c) To record the condition of the equipment on an adversarial basis, by photographs, upon delivery, and to archive that record in the equipment record of the Quality & HACCP module, accessible to the Client. (d) To communicate to the Client, upon its request, the cumulative age of the equipment and the Residual Value applicable as at the date of the request.

A.3.3. Client's obligations

(a) To use the equipment in accordance with its intended purpose and its documentation, on the premises of the Establishment declared. (b) To ensure its custody and preservation and to cover it by its operating insurance against theft, fire and water damage. (c) To retain the original box and all the accessories until the end of the lease. (d) Not to assign, lend, sub-let, pledge, or modify, dismantle or have it repaired by a third party. (e) To report any breakdown without delay to Odres' support. (f) To acquire the consumables — use-by date label rolls — which are not comprised within the lease and remain at its charge. (g) To return the equipment on the conditions of point A.3.4.

A.3.4. Return — three outcomes

At the end of the lease, the Client has a period of fifteen (15) calendar days in which to return the equipment. The condition is recorded on an adversarial basis by photographs upon return and archived in the equipment record.

Upon the expiry of the period of fifteen (15) calendar days, the Residual Value is billed automatically, on a separate invoice stating the age adopted and the corresponding line of the scale of point A.3.5. The Client has the right of dispute of Article 21.6.

The normal wear and tear of equipment used in accordance with its intended purpose does not constitute damage within the meaning of case (c) and gives rise to no entitlement to any billing.

A.3.5. Residual Value scale

The Residual Value is determined by the number of months of lease actually billed as at the date of the end of the lease, all replacement equipment taken together (point A.3.2 (b)).

The Residual Value is billed exclusive of tax; VAT is payable in addition at the rate in force (Article 23.1). The present scale is not affected by the indexation of Article 24 during the term of the current lease (Article 24.7).

A.3.6. No automatic transfer of ownership

The Leased Equipment remains the exclusive property of Odres throughout the term of the lease. The present Contract entails no automatic transfer of ownership, at no point, for no amount and on no condition. The transfer of ownership occurs only in case (b) of point A.3.4, and only after the billing and full payment of the Residual Value. The transaction constitutes a simple lease and not a finance lease.

A.3.7. Balance of the clause

The Parties expressly agree that the Residual Value regime constitutes neither a penalty clause nor a flat-rate indemnity within the meaning of Article VI.91/5, 6° of the Code of Economic Law, but the price of the sale of a tangible item of property not returned, on the following cumulative grounds:

(a) the amount is degressive with the age and reflects the residual market value of the equipment, and not an invariable punitive amount; (b) the Client which returns the equipment on the conditions of point A.3.4 (a) owes no amount; (c) the Client which pays the Residual Value becomes the owner thereof and therefore receives a consideration; (d) the lease is accompanied by an exchange warranty free of charge in the event of a breakdown in normal use, the age not being reset to zero; (e) normal wear and tear is not billed; (f) the condition of the equipment is recorded on an adversarial basis upon delivery and upon return, by means of photographs archived and accessible to the Client; (g) the Client is informed, at any time and upon simple request, of the applicable Residual Value.