GENERAL TERMS AND CONDITIONS OF SALE AND USE
I.DEFINITIONS

UBIX: a web application acting as a project management system, made available to professionals by UBITIK.


UBITIK: the company that owns the UBIX application.

A French simplified joint-stock company (SAS) with share capital of €10 000, registered with the Aix-en-Provence Trade and Companies Register under number 753 772 755 00017 – NAF code : 6312Z, 849 bis avenue Jean-Moulin, 13480 Cabriès, France.


Partner: refers to the company that purchases UBIX licences or uses UBIX.


User: refers to any individual duly authorised by the Partner or UBITIK to use UBIX.


Project Licence: a licence to use UBIX on a given project.

II.SCOPE OF APPLICATION

These general terms and conditions apply to all services provided by UBITIK to its Partners. Ordering licences through the application constitutes the Partner's unreserved acceptance of these General Terms and Conditions; the Partner states and acknowledges having read them before committing and consequently waives the right to rely on any conflicting document.

III.CHANGES TO THE WEBSITE, SOFTWARE, SERVICES AND TERMS AND CONDITIONS

The User acknowledges that UBITIK may evolve, update, or modify the Website, the Software, and the Services offered at any time. These adaptations may notably involve technical, functional, or security improvements, provided that they do not substantially alter the essential features made available to the User or the nature of the subscribed Services.

These changes do not require the User's prior consent and shall not, on their own, constitute grounds for terminating the Subscription.

UBITIK also reserves the right to modify these Terms and Conditions of Sale. Any new version will be brought to the User's attention by any appropriate means and will take effect after a reasonable period following such notice. If the User does not accept the modifications made, they may terminate their subscription during this period, under the conditions provided herein.

IV.SERVICES

UBITIK provides the Partner with a digital interface. The terms of use of the solution are set out on the UBIX-SOFTWARE.com website, in the UBIX mobile application, and in these terms and conditions.

V.IDENTIFICATION

The Partner accesses UBIX by registering. Login credentials are unique, personal and strictly confidential.

The Partner is solely responsible for their use. Any use of the login credentials is irrefutably deemed to constitute use of the UBIX solution by the Partner.

VI.PRICING
VI.1. Subscription Pricing

The rates applicable to UBIX-SOFTWARE services are those displayed on the website or in the application at the time of subscription.

Unless stated otherwise, all prices are expressed in euros excluding tax (VAT excluded).

Partners unable to complete their subscription directly online may submit a quote request or contact UBIX.

UBIX will then contact the Partner to collect the information required for subscription and billing, including their professional and billing details.

VI.2. Taxes and VAT

Any applicable taxes, including Value Added Tax (VAT), are determined based on the information provided by the Partner, particularly their billing address, country of establishment, and, where applicable, their tax status and EU VAT number.

The Partner undertakes to provide accurate, complete, and up-to-date billing information. The Partner remains responsible for the accuracy of the information provided during subscription and throughout the duration of their subscription.

The total amount due, including applicable taxes where relevant, is communicated to the Partner before the final confirmation of their subscription or, when direct online subscription is unavailable, before the approval of the quote or corresponding commercial proposal.

VII. MAINTENANCE AND SUPPORT

UBITIK carries out corrective and evolutive maintenance of UBIX at no extra cost to the Partner. Maintenance of UBIX may result in a suspension of access to the service. UBITIK undertakes to correct any malfunctions affecting UBIX as soon as reasonably possible and to make any improvements it deems useful. The Partner benefits from updates and functional developments to UBIX. Any modification made to the UBIX software is irrefutably presumed to be for the improvement of its operation and/or the expansion of its functions. Corrections and developments to the software are therefore expressly subject to these General Terms and Conditions. UBITIK undertakes to inform the Partner of any changes made to UBIX. The Partner also benefits from access to the

support service via the online form or the dedicated email address for online help: contact@ubix-software.com. The Partner undertakes to report any malfunction of UBIX to UBITIK without delay.

VIII.LIABILITY

The parties agree that UBITIK cannot be held liable, whether towards the Partner, its clients or any other User, for any indirect damages such as loss of business, loss of custom, commercial harm, loss of investment, loss of data and/or files, damage to brand image, or for any incident and/or unavailability that may occur on the application.

UBITIK may include hyperlinks to certain third-party websites. UBITIK cannot be held liable for the quality of the information provided on these sites.

UBITIK may use cookies to improve its service. The information collected in this way is anonymous. Users may disable these cookies in their web browser settings.

IX. PARTNER'S LIABILITY

The Partner shall in particular ensure the confidentiality of its login credentials.

The Partner undertakes to notify UBITIK without delay of any compromise of its login credentials.

Unless refused in writing, the Partner is deemed to agree to be included among UBITIK's Partner references.

X.SITE ACCESS AND SLA CLAUSE

UBITIK endeavours to allow access to the application 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond UBITIK's control, and subject to any outages and maintenance work required for the proper functioning of the site and services.

The solution is provided with a commitment of 99.5% annual availability, measured over business hours, excluding cases of force majeure, third-party network failures, or actions by the Client.

UBITIK cannot be held liable in the event that access to the application is not possible. In addition, UBITIK may temporarily interrupt the application for maintenance purposes, which it will endeavour to carry out within the shortest possible time and outside peak hours. Such interruptions may nevertheless occur at any time without notice, with no right to compensation. The Partner acknowledges and accepts that UBITIK shall not be liable for such interruptions, nor for any resulting consequences for the user or any third party.

Incident classification

Incidents are classified into three levels of criticality, based on their actual impact on the use of the solution.

Level
Criticality
Description
Level 1
Critical
Total loss of access to the platform with no workaround. Blocking impact for several users.
Level 2
Major
Important feature inaccessible, but with a possible workaround. Moderate impact or limited to certain users.
Level 3
Minor
Minor malfunction that does not prevent use of the solution.

The final classification of the criticality level is at UBITIK's discretion, based on the technical analysis of the incident.

Response times and resolution objectives
Level
Response time (business hours)
Resolution objective
Level 1
< 2 hours
2 business days
Level 2
< 4 hours
5 business days
Level 3
< 1 business day
Next minor release

These timeframes are best-effort commitments, not obligations of result. They may be adjusted depending on the complexity or origin of the incident.

Reporting procedure

The Client must submit their request via email, chat or phone, providing a clear description, screenshots or logs, and a reference contact. No request received through unauthorised channels will be taken into account within the SLA timeframes.

Limitations and exclusions

SLA commitments do not apply:

  • • In the event of non-compliant use of the service or unauthorised modification by the Client.
  • • In the event of third-party system failure (e.g. browsers, third-party cloud services, hosting provider).
  • • In the event of an incident arising from a custom configuration not approved by the client.
  • • Outside the defined support hours.
Best-effort commitment

The timeframes and commitments mentioned in this SLA clause constitute service objectives based on good industry practice. They may in no way be interpreted as obligations of result.

UBITIK undertakes to provide its best efforts to achieve the service levels described, within the limits of its human, technical and organisational resources.

XI.SUSPENSION OF OBLIGATIONS

In the event of force majeure, the parties' obligations shall be automatically suspended in the event of circumstances beyond their reasonable control preventing the normal operation of the application.

The party noting the event must inform the other party without delay of its inability to perform its obligations and justify this to the other party.

XII.WARRANTY AGAINST EVICTION

UBITIK warrants that UBIX is original software within the meaning of the French Intellectual Property Code and that it holds all intellectual property rights therein.

XIII.REVERSIBILITY

At the end of the contractual relationship, the Partner or its clients may retrieve their data or request its permanent destruction. Data shall only be returned at the express written request of the Partner or its clients. Such data shall be returned in the form of one or more files in a standard format readable in an equivalent technical environment.

At the end of the business relationship, UBITIK reserves the right to restrict the Partner's access to certain critical functions only, with the Partner nonetheless retaining access to all of its clients' data, including data exports.

XIV. TERMINATION FOR BREACH OF OBLIGATIONS BY A PARTY

In the event of non-compliance by either party with its obligations under these terms, the service may be terminated at the discretion of the aggrieved party.

It is expressly agreed that such termination shall take place automatically, without formal notice or the completion of any formalities.

XV. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS

UBITIK may amend the general terms and conditions at any time. Any use of the site after such an amendment shall be deemed to constitute acknowledgement of the amended terms and conditions.

XVI. INTELLECTUAL PROPERTY

UBIX is a trademark. UBITIK is the exclusive holder of the intellectual property rights relating to the application. Accordingly, the user undertakes not to use or misappropriate, in any way or form whatsoever, all or part of the elements comprising the application, including in particular the text, forms, names, acronyms, logos, graphics, illustrations, or any other form of distinctive design. Any breach of this rule or any unauthorised use of the site constitutes an infringement punishable under Articles L.335-2 et seq. of the French Intellectual Property Code and renders the user liable within the meaning of Articles L.713-2 and L.713-3 of the French Intellectual Property Code.

XVII.USE OF THE PARTNER'S BRAND AND LOGO

By using the UBIX solution, the partner acknowledges UBITIK's right to use its brand and logo for the purposes set out below:

- within the UBIX software (UBIX being marketed under a white-label model) - For client reference purposes on the www.ubix-software.com website or in commercial communications.

This authorisation is not valid for any other use. Any new use shall require a new request from UBITIK to the partner.

UBITIK undertakes to faithfully reproduce the graphic characteristics of the logo.

XVIII.DISPUTES

These general terms and conditions of sale are governed by French law. Any dispute with a Member acting in a professional capacity arising from its interpretation and/or performance shall fall within the jurisdiction of the Aix-en-Provence Court.