GENERAL TERMS OF SALE GENERAL TERMS OF MAINTENANCE GENERAL TERMS OF SERVICE

• Version 1.0 – 01/06/2025 – Version management initialization

GENERAL TERMS OF SALE DEFINITIONS

The words and expressions, whether written herein in the singular or in the plural, shall, within the framework of the General Terms and the Special Terms, have the following meaning:

• BCA: means the company BERCY CONSULTING & ASSOCIES.
• CLIENT: means the natural or legal person who subscribes to the service(s), for

the purposes of its professional activity.

• General Terms: means this document
• Special Terms: means any document specific to each service offered by BCA.
• Services: means the services marketed by BCA and defined in the special

terms.

• Site: means any location where the services to which the CLIENT has

subscribed and which will be provided to it are delivered.

PURPOSE

In the absence of a contract concluded between BCA and its CLIENT, or of specific provisions agreed in writing by BCA, all sales of equipment, licences, and service provision are subject to these general terms of sale, which constitute the law between the parties.

PRICE

Prices invoiced are prices in euros, exclusive of taxes and exclusive of shipping costs, at the rate in force at the time of acceptance of the order. Shipping costs will be invoiced to the CLIENT in addition to the goods.

ORDER

Every order must be the subject of a proposal established by BCA and confirmed in writing (mail or fax) before delivery. Every order is final only after acceptance by

BCA.

Orders taken into account by BCA may neither be modified nor cancelled or postponed, except with BCA's agreement.

Any cancellation, postponement or modification of an order, accepted by BCA, shall be at the CLIENT's expense.

The first order of any new CLIENT must be accompanied by a K-bis extract less than three months old and a bank identity statement.

Due to the rapid evolution of technologies, BCA reserves the right to supply equipment different from that ordered, provided that the characteristics are equivalent.

PAYMENT TERMS

Payment terms are granted and modified by BCA.

The first order giving rise to the opening of an account must be paid in full upon receipt of the invoice.

Failure to pay all or part of an invoice by its due date shall result in suspension of delivery of orders in progress. Any sum unpaid on its due date shall automatically, and without prior formal notice, be increased by late payment interest calculated on a pro rata temporis basis by applying one and a half times the legal interest rate, and shall result in all remaining receivables becoming immediately due and payable.

RETENTION OF TITLE

Pursuant to Law No. 80-335 of 12 May 1980, goods sold remain the property of

BCA until full payment of the sale price, interest and ancillary costs. In this respect, the remittance of cheques, bills of exchange or any other debt instrument creating an obligation to pay does not constitute payment within the meaning of this provision. Payment shall be deemed effected only upon actual collection by BCA.

In the event of total or partial non-payment of the price, BCA shall be entitled to retake possession of the equipment without prior formalities and, independently of any legal proceedings, to suspend performance of its service provision and/or to suspend the licences granted.

To that end, BCA or a person mandated by it of its choice shall be authorised to enter, during business hours and on business days, the premises where the equipment is located in order to recover it.

The CLIENT holding the goods shall personally bear all risks and, in the event of disappearance or destruction of the goods, shall remain liable for the agreed price.

SOFTWARE

Software is supplied and transmitted on various media. It is exclusively the subject of a licence of use; the publisher and/or designer remain the sole owners of the related copyright.

It is non-transferable and may not be reproduced in whole or in part, except by agreement to the contrary, without the prior written consent of BCA; each authorised copy must reproduce all notices appearing on the original, including the "copyright".

The CLIENT may use the software only in accordance with the terms of the licence granted and under its sole responsibility.

SERVICE PROVISION

Unless otherwise agreed, prior installation (connection, interconnection, etc.), commissioning, staff training, technical assistance, consulting, repair and, more generally, any service provision performed for the CLIENT's needs are not included in the prices of the products delivered.

WARRANTY

Goods benefit from the warranty granted by the manufacturer or publisher, which constitutes the limit of the CLIENT's recourse.

RETURNS

No product shall be taken back or exchanged without BCA's prior agreement.

Receipt of products returned without BCA's written agreement may in no case be considered tacit acceptance of a take-back or exchange.

Failing such agreement, the products shall remain at the CLIENT's disposal and BCA shall be released from any liability relating to all risks, losses or damage suffered or caused as a result.

Returns shall be made at the CLIENT's expense and risk.

DELIVERY

BCA may not be held liable on any grounds whatsoever for any delay in delivery.

Delivery shall be deemed effected as soon as the product is made available to the

CLIENT by the carrier, evidenced by delivery of a receipt signed by the CLIENT.

The CLIENT is required to inspect the goods upon delivery and to lodge reservations with the carrier. Reservations must be formalised in writing (registered letter with acknowledgement of receipt) with BCA no later than seven calendar days after delivery. Failure to lodge reservations and failure to notify BCA shall render any subsequent claim inadmissible.

Goods travel at the CLIENT's risk. Delivery times are given for information purposes only. Goods shall be shipped carriage forward by BCA or any other carrier of its choice.

FORCE MAJEURE

The parties shall incur no liability for any failure due to a case of force majeure.

The following shall be considered as such: export prohibitions issued by a government authority, labour disputes resulting in a general or sectoral strike, late delivery by BCA's distributors and disruptions affecting transport.

If the effects of a case of force majeure continue for more than ninety calendar days, each party shall have the right to cancel the order without compensation on either side.

CLIENTS IN RECEIVERSHIP OR LIQUIDATION

In the event of receivership or liquidation of a CLIENT benefiting from Marketing

Wi-Fi services, the following provisions shall apply:

1. Companies in receivership continuing their activity

Where a company enters receivership proceedings but continues its activity, the following rules shall apply:

• Invoices issued prior to the date of the opening judgment for receivership must

be settled. A message will be sent to the appointed judicial administrator in order to obtain payment of the sums due.

• Invoices issued after the date of the opening judgment for receivership, during

the observation period, remain payable by the company.

• Equipment made available to the CLIENT shall remain in place and in operation

for as long as the company continues its activity.

• In the event of non-payment of sums due, BCA reserves the right to suspend

services and to take the necessary steps with the bodies responsible for the collective procedure.

2. Companies ceasing activity (closure)

Where a company is subject to liquidation proceedings or ceases its activity within the framework of receivership, the following measures shall apply:

• All outstanding invoices must be settled. A message will be sent to the judicial

administrator in order to obtain payment.

• BCA shall proceed with recovery of the equipment installed at the CLIENT's

premises. The judicial administrator and/or liquidator shall be informed of this step.

• In the event of difficulty in recovering the equipment, BCA reserves the right to

take any necessary measure, including legal action, to recover the equipment made available.

These provisions apply without prejudice to the other clauses of these General

Terms of Sale, in particular those relating to unpaid amounts and termination conditions.

APPLICABLE LAW AND JURISDICTION

These general terms are governed by French law. Any dispute relating to the interpretation or performance of these general terms shall fall within the exclusive jurisdiction of the courts of BCA's registered office.

GENERAL TERMS OF MAINTENANCE DEFINITIONS

The words and expressions, whether written herein in the singular or in the plural, shall, within the framework of the General Terms and the Special Terms, have the following meaning:

• BCA: means the company BERCY CONSULTING & ASSOCIES.
• CLIENT: means the natural or legal person who subscribes to the service(s), for

the purposes of its professional activity.

• General Terms: means this document
• Special Terms: means any document specific to each service offered by BCA.
• Services: means the services marketed by BCA and defined in the special

terms.

• Site: means any location where the services to which the CLIENT has

subscribed and which will be provided to it are delivered.

PURPOSE OF THE ON-SITE OR WORKSHOP RETURN CONTRACT

BCA undertakes to ensure or to have ensured the repair of the equipment covered by this contract and to maintain it in good mechanical and electronic working condition.

CONTRACT TERM

This contract is concluded for the term specified in the quotation proposed to the client or, failing that, for a term of one year from the date of signature. It shall be renewable from year to year by tacit renewal for a new term of one year from its anniversary date, unless terminated by either party with three months' notice by registered letter with acknowledgement of receipt from the anniversary date.

An identical notice period must be observed by both parties in order to decide to stop maintenance services on one or more items of equipment during the term of the contract.

PERFORMANCE CONDITIONS

THE CLIENT shall have the possibility of calling upon BCA to carry out repairs it deems necessary. The maintenance contract covers the cost of travel (in the case of an on-site maintenance contract), parts, their replacement and labour. Exchanged parts shall become the property of BCA.

Normal intervention hours are between 9:00 a.m. and 5:00 p.m. from Monday to

Friday, except public holidays.

The contractually agreed intervention time is established according to the company's business hours. Failing agreement, the intervention time is defined at best within 48 hours.

Repairs shall be deemed completed when proper operation is accepted by the user, who signs the technical intervention report.

Maintenance visits (on-site maintenance only)

If maintenance visits are stipulated in the special terms, they shall be carried out on

BCA's initiative in agreement with THE CLIENT or during a repair call.

This maintenance includes routine checks, cleaning, dust removal, lubrication, replacement of any defective parts and software updates for the equipment recommended and supplied by the manufacturer.

Interventions started but not completed within BCA's business hours shall be interrupted and resumed when normal hours resume.

Upon a request specifically made by the user and after BCA's agreement, repair may nevertheless be continued outside normal hours, with additional invoicing according to the rate in force.

The outcome of an intervention is categorised according to the following cases:

• Case 1: Material damage, absence of equipment (theft, etc.)
• Case 2: Material malfunction without visible apparent cause but with a strong

probability of internal component degradation

• Case 3: Material malfunction known and identified by airZoon

Billing

ENHANCED MAINTENANCE SERVICES

THE CLIENT shall have the possibility of calling upon BCA within the framework of higher-level maintenance services (also referred to as Premium Maintenance). In that case, the terms defined within that service framework shall supersede those of the standard general maintenance terms only for the scope to which they relate.

Price revision

The price may be revised at least annually according to the formula specified in the general terms of service.

CLIENT RESPONSIBILITY

THE CLIENT must allow free access to the equipment during business hours so that

BCA's technicians may carry out the interventions necessary for the proper operation of the equipment.

To enable remote maintenance and online preventive checks, THE CLIENT undertakes to provide BCA with all information necessary for remote connection and any changes thereto (fixed IP address, username and passwords).

EXCLUSIONS

The following are excluded from the maintenance contract:

1. Reconditioning or replacement due to abnormal wear, hidden defect,

manufacturing defect or accident (malice, sabotage, water damage, modification of the electrical network, fire, fall, computer virus, etc.) of a complete element of the equipment appearing on the CLIENT's equipment list;

2. Maintenance and electrical installation external to the machines;

3. Loss of programs or files and costs incurred for reconstruction of information;

4. Interventions following modification of the electrical network without prior

consultation of BCA;

5. Interventions that would not be due to normal wear of the equipment or to

modifications, connections or repairs carried out by THE CLIENT without BCA's written agreement;

6. Damage due to intervention by persons not authorised by BCA;

7. Interventions caused by THE CLIENT's failure to follow instructions or advice; 8. Painting or external improvement of the machines, changes to specifications, addition or removal of accessories or devices, damage resulting from relocation of equipment;

9. Interventions concerning programming or modification of existing programs,

both in base software and in application software;

10. Maintenance, repair or replacement of accessories or supplies;

11. Damage due to use of supplies not compliant with manufacturer

specifications; 12. Damage due to poor electrical installation outside the standards specified by the manufacturer, or due to poor environment for the equipment; 13. Moves as well as recommissioning that would follow.

OUT-OF-CONTRACT SERVICES

Any intervention not falling within the maintenance service or taking place outside business hours, labour, travel and parts shall be invoiced separately according to the following rate bases (2021 pricing):

• Labour hour: €89 excl. tax
• Labour hour on weekends and public holidays: €159 excl. tax
• Travel flat rate: Martinique (central area: €19 excl. tax / outside central area: €39 excl. tax)
• Travel outside Martinique: at actual cost (upon quotation)

GENERAL TERMS OF SERVICE DEFINITIONS

The words and expressions, whether written herein in the singular or in the plural, shall, within the framework of the General Terms and the Special Terms, have the following meaning:

• BCA: means the company BERCY CONSULTING & ASSOCIES.
• CLIENT: means the natural or legal person who subscribes to the service(s), for

the purposes of its professional activity.

• General Terms: means this document
• Special Terms: means any document specific to each service offered by BCA.
• Services: means the services marketed by BCA and defined in the special

terms.

• Site: means any location where the services to which the CLIENT has

subscribed and which will be provided to it are delivered.

Marketing services mean all features, tools and digital devices made available to the Client within the framework of airZoon services, including in particular, without this list being exhaustive, interaction, communication, content distribution, information collection, loyalty and marketing exploitation mechanisms for user connections. The exact terms and scope are specified in the applicable Special

Terms.

The services include network security mechanisms intended to protect infrastructure, access and usage, without constituting an obligation of result but an obligation of means.

Any subscription, order, invoicing or payment constitutes full and complete acceptance of these General Terms of Sale, Service and Maintenance, available on the website of BERCY CONSULTING & ASSOCIES. The labels appearing on invoices refer to the services defined in these General Terms and, where applicable, in the applicable Special Terms.

MANUFACTURER REQUIREMENTS

THE CLIENT agrees that proper operation of the equipment depends essentially on compliance with the standards and specifications supplied, continuity of the

Maintenance service, upkeep of the equipment in good condition and its use by competent personnel.

Furthermore, it acknowledges that the complexity and technical nature of the supplies require, in its own interest, compliance with the following rules:

• Except with the prior written agreement of BCA and the manufacturer, the

equipment may not be modified. It may be maintained or repaired only by specialised personnel duly mandated by BCA.

• Any connection of equipment not supplied by the manufacturer must be the

subject of BCA's written agreement. Furthermore, equipment performance is closely linked to use of the software exactly suited to the intended processing.

• Any modification of the electrical network or addition of equipment likely to

affect proper operation of the installations must be the subject of written notification by THE CLIENT to BCA for validation and advice.

Non-compliance with any of these conditions shall entirely release BCA from liability.

REQUIREMENTS WITH RESPECT TO THE INTERNET ACCESS PROVIDER

THE CLIENT shall, where applicable, be responsible for obtaining authorisations and signing contracts with the Internet Access Provider for connection of the equipment to the internet telecommunications network.

If the ISP requires modifications to the installation, these shall be carried out at the

CLIENT's expense.

Data transmission speed guarantees on the equipment depend on the conditions set by the internet operator applicable to use of the equipment, according to the speeds indicated and the capacity of the installation to implement them.

EQUIPMENT MAINTENANCE

THE CLIENT shall take care of the equipment, install it in suitable premises under proper conditions, follow all instructions and notices given by the manufacturer in this regard, and observe all directives and advice on use of the equipment.

If additions or reductions are made by THE CLIENT to the system without the manufacturer's written agreement, THE CLIENT shall be responsible for all losses, damage or reduction in performance that BCA may reasonably consider attributable to these modifications and for all costs arising therefrom.

PRICE OF SERVICES

The services corresponding to this contract shall be remunerated by means of a fee, the flat-rate amount of which is defined in the special terms.

The price of a service may be revised in the following cases:

1. at each contract due date;

2. according to increases in the rates of third-party suppliers and service

providers;

3. at least once per year according to a formula taking into account the SYNTEC

index.

For 2., the change observed shall automatically be passed on to the rate for services charged by BCA.

For 3., the formula taking into account the SYNTEC index is established as follows:

P1 = P0 x (S1/ S0)

P1: revised price

P0: original contract price (at month M0)

S0: reference SYNTEC index retained at the original contract date

S1: latest index published at the revision date

The texts in force at the time of each invoicing shall automatically apply.

In the event of a change compared with the initial configuration, where applicable under the client's contract, a maintenance contract amendment shall be indexed; service terms shall be updated; and the fee shall be adjusted.

PAYMENT TERMS

The fee is payable annually, quarterly or monthly, in advance at the beginning of each period (payment in advance) in accordance with the special terms.

Payment is made upon receipt of the invoice.

Any payment delay exceeding 30 days from the invoice date shall automatically justify daily interest at the discount rate increased by three points.

In the event of non-payment, BCA reserves the possibility of suspending any intervention with eight days' notice.

If this measure has no effect, BCA may terminate the contract without notice.

Payment method & processing fees

Payment for services is made primarily by bank card or SEPA direct debit, via the secure payment gateways made available by BCA.

As an exception, payment by bank transfer is authorised.

However, this method entails manual processing and specific accounting reconciliation. To that end, a flat administrative processing fee of €45 incl. tax may be applied for each payment made by transfer.

This amount is payable in addition to the incl. tax amount of the invoice concerned.

It is intended to cover the costs induced by this non-standard method (processing time, risk of error, manual allocation, etc.).

Fees relating to direct debit rejections

In the event of rejection of a bank direct debit or a card payment, administrative and technical fees in a flat amount of €15 excl. tax per rejection and per new direct debit attempt shall be invoiced to the Client.

These fees are intended to cover the costs borne by BCA (bank charges, processing costs and management of rejections).

BCA reserves the right to invoice these fees either:

• by adding them to the next invoice issued,
• or by issuing a separate supplementary invoice.

These fees are payable immediately upon issuance of the corresponding invoice.

The Client acknowledges that these fees constitute legitimate and proportionate consideration for the costs generated by the payment incident, and accepts their application without reservation.

ASSIGNMENT

THE CLIENT may in no case assign the benefit of this contract without BCA's written agreement.

DISPUTES

This contract is governed by French law. This document and any amendment signed by both parties constitute the sole contract binding them.

In the event of material breach by either party of one of the clauses of the contract or of the general maintenance terms, the other party may terminate the contract with immediate effect.

BCA may also terminate the contract with immediate effect in the event of filing for bankruptcy, judicial reorganisation, liquidation of assets or amicable liquidation of the CLIENT.

Where the manufacturer is unable to supply the necessary spare parts, BCA shall not be held liable.

BCA may not be held liable if performance of the contract is delayed or prevented in whole or in part due to social conflicts or force majeure.

RENEWAL

Renewal

This contract is concluded for one year with tacit renewal by periods of one year (unless terminated in accordance with the conditions provided).

ELECTION OF DOMICILE

Whatever the payment method and the place of use of the equipment, the parties assign exclusive jurisdiction to the courts of BCA's registered office.

GENERAL TERMS OF TERMINATION AND EQUIPMENT RETURN

Termination – notification procedures

The Client may notify termination of its contract or subscription at any time subject to the applicable notice period:

Monthly subscription: one (1) month's notice

Annual subscription: two (2) months' notice

The notice period runs from the date of receipt by BCA of the termination request.

The request may be made by:

• Email sent to customer service at the following address:

team@airZoon.com (or the Partner Support email address)

• Via the client area or partner support made available to the Client
• Any other written means enabling proof of the request to be established.

Termination shall be taken into account subject to compliance with the conditions described below.

Equipment return

Termination is conditional upon complete return of the equipment made available, in particular the zapbox and any other equipment supplied under the contract.

Following the termination request, BCA informs the Client of the return procedures, which may consist of:

• either sending the equipment by the Client to the address specified,
• or collection of the equipment by a technician mandated by BCA.

The Client has a period of fifteen (15) calendar days from the effective termination date to return the equipment, in suitable packaging ensuring its protection.

Billing shall cease only after actual receipt and verification of the equipment by

BCA.

Contract end date

The effective contract end date corresponds to the latest of the following dates:

• the expiry date of the applicable notice period (one month or two months), and
• the date of receipt and validation of conformity of the returned equipment.

Depreciation schedule

Upon request, an indicative depreciation schedule may be provided by BCA.

Failing that, the assessment shall be carried out on a case-by-case basis upon return of the equipment.

If the equipment is returned but shows degradation exceeding normal wear, an amount corresponding to the cost of restoration or depreciation shall be invoiced.

By way of indication, the amount may be set after diagnosis upon presentation of a detailed quotation to the Client.

Failure to return or

damaged equipment

In the event of failure to return the equipment within the allotted period, a flat amount of four hundred and ninety-nine (499) euros excl. tax per item of equipment not returned shall be invoiced to the Client.

Specific provision for maintenance

and service contracts (CGM and CGS)

In the event of termination of an annual maintenance or service contract, notification must be made under the same conditions and notice periods (two months) before the annual due date.

Force majeure and supplementary provisions

The provisions relating to force majeure and to other cases of termination (non- payment, non-compliant use, judicial liquidation) remain applicable in accordance with the other clauses of these General Terms.