GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 1 – SCOPE OF APPLICATION

These General Terms and Conditions of Sale constitute, in accordance with Articles L. 441-1 et seq. of the French Commercial Code, the sole basis of the commercial relationship between the parties.

These Legal Notice and General Terms and Conditions of Use apply to the company SNEC, which owns the websites www.odity.com and www.areyounet.com, as well as the platforms pp-www.cxplatform.fr and extranet.surveyminer.com (hereinafter “the Odity Group”).

Their purpose is to define the conditions under which the Odity Group (hereinafter “the Service Provider”) provides professional Clients (hereinafter “the Clients or the Client”) who request it, either directly or via paper-based means, with the following services: multichannel contact centre and digital services, online surveys and panel management, online client conversion, Odity CX Platform (hereinafter “the Services”).

They apply, without restriction or reservation, to all Services provided by the Service Provider to Clients, regardless of any clauses that may appear in the Client’s documents, including in particular its general purchasing conditions.

In accordance with applicable regulations, these General Terms and Conditions of Sale are systematically communicated to any Client who requests them, to enable them to place an order with the Service Provider. They are also available on the website www.odity.com.

They will also be communicated to any Client prior to the conclusion of a single agreement referred to in Article L. 441-3 of the French Commercial Code, within the legal timeframes.

Any order for Services implies the Client’s acceptance of these General Terms and Conditions of Sale, the General Terms and Conditions of Use, and the Privacy Policy of the Odity Group’s websites.

The Service Provider is entitled to make any modifications it deems appropriate.

Information appearing in the Service Provider’s catalogues, brochures and price lists is given for indicative purposes only and is subject to change at any time.

In accordance with applicable regulations, the Service Provider reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, based on negotiations conducted with the Client, by indicating derogatory provisions on contractual documents (quotes and invoices).

ARTICLE 2 – ORDERS

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Sales of Services are only finalised upon the Client’s express written acceptance of the quote.

The Service Provider has electronic ordering means (including acceptance and confirmation) enabling Clients to order services with the utmost convenience and speed.

The Client may verify the details of their order, its total price, and correct any errors before confirming acceptance.

This validation implies full acceptance of these General Terms and Conditions of Sale and constitutes proof of the contract.

Acceptance and signature of the quote constitute a firm commitment by the Client for the entire duration of the agreed service.

Acknowledgement and validation of the order are confirmed by the sending of an email.

Data recorded in the Service Provider’s computer system constitutes proof of all transactions concluded with the Client.

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In the event of a request to modify a Service order, the Client must notify the Service Provider in writing at least eight days before the scheduled date of service delivery, after signing a specific purchase order and with possible price adjustment.

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In the event of cancellation of an order by the Client less than forty-eight (48) hours before the service, a penalty of €250 will be applied.

If the cancellation occurs after the service has commenced, for any reason other than force majeure, a sum equal to 40% of the total pre-tax price of the Services will be retained by the Service Provider and invoiced to the Client as damages in compensation for the loss suffered.

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The contract is concluded for a fixed term. It is tacitly renewed at each expiry date for a period identical to that of the initial subscription.

The Client may not terminate the contract during the period for which they have committed. In the event of early termination, the Client shall pay the Service Provider an amount equal to 40% of the total pre-tax price of the services remaining until the end of the period.

A Client wishing to prevent tacit renewal must notify the Service Provider no later than 30 days before the expiry date, by any written means.

ARTICLE 3 – PRICING

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Services are provided at the Service Provider’s prices in effect on the date the order is placed, in accordance with the quote previously drawn up by the Service Provider and accepted by the Client, as indicated in the “ORDERS” article above.

Prices are quoted net and exclusive of VAT.

An invoice is issued by the Service Provider and sent to the Client each month for the agreed Services.

The Client may benefit from price reductions, discounts and rebates, depending on the number and type of Services ordered, or the regularity of their Service orders, under the conditions and in accordance with the procedures described in the Service Provider’s price list.

ARTICLE 4 – PAYMENT CONDITIONS

4-1. Payment Deadlines

Payment is due upon receipt of the invoice and in accordance with the terms defined with the Client in the quote.

Client subscriptions, in particular those related to the use of the Odity CX Platform, are payable monthly throughout the commitment period defined in the quote and accepted by the Client. The first payment shall be made upon availability of the Services. Subsequent payments shall be made each month, at the agreed time and upon presentation of the invoice.

Each invoice shall be paid by direct debit. Exceptionally, payment by cheque or bank transfer may be accepted.

No additional charges exceeding the costs borne by the Service Provider for the use of a payment method may be invoiced to the Client.

No discount will be applied by the Service Provider for payment before the date shown on the invoice or within a shorter period than that mentioned in these General Terms and Conditions of Sale.

Payment terms may not exceed 60 days end of month or 45 days after receipt of the invoice, unless expressly agreed otherwise in favour of the Client (Article L.441-10 of the French Commercial Code).

4-2. Lateness Penalties (Article L. 441-10, II of the French Commercial Code)

In the event of late payment beyond the agreed deadline, and after a formal notice of payment has remained unsuccessful for 8 days, late payment penalties calculated at the minimum legal rate in force (ECB reference rate plus 10 percentage points, i.e. 12.15% for the first half of 2026, Article L.441-10 of the French Commercial Code), applied to the VAT-inclusive price of the Services shown on the invoice, shall automatically and by right be owed to the Service Provider. A flat-rate recovery fee of €40 per invoice shall also be due (Article D.441-5 of the French Commercial Code), without prejudice to any additional justified costs.

In the event of non-compliance with the above payment conditions, the Service Provider also reserves the right to suspend or cancel the provision of Services ordered by the Client, to suspend the performance of its obligations, and to reduce or cancel any discounts granted to the Client.

For any payment default, a flat-rate recovery fee of €40 per invoice will be applied.

4-3. Absence of Compensation

Unless the Service Provider has given its express, prior and written consent, and provided that the mutual debts and claims are certain, liquid and due, no set-off may be validly made by the Client between any penalties for late delivery of Services or non-conformity with the order, on the one hand, and amounts owed by the Client to the Service Provider for the purchase of said Services, on the other hand.

ARTICLE 5 – MEANS OF PROVIDING SERVICES

5-1. Performance of Services

The Service Provider undertakes to carry out the task(s) specified in the quote, in accordance with best practice and to the best of its ability. This obligation is, by express agreement, a best-efforts obligation only.

The delivery of Services requested by the Client begins upon receipt by the Service Provider of the duly accepted and signed quote.

It continues throughout the duration of the subscription until the agreed end date.

The Service Provider shall not be held liable to the Client for any delay in the provision of Services not exceeding one (1) month. In the event of a delay of more than one month attributable to the Service Provider, the Client may request the termination of the sale.

The Service Provider shall not be held liable for any delay or suspension of service delivery attributable to the Client, or in cases of force majeure.

In the event of a specific request from the Client regarding the conditions of service delivery, duly accepted in writing by the Service Provider, the related costs will be subject to specific additional billing, on the basis of a quote previously accepted by the Client.

In the absence of any reservations or complaints expressly raised by the Client upon receipt of the Services, the Services shall be deemed to comply with the order in terms of quantity and quality.

The Client shall have eight days from the date of service delivery to submit, in writing, any such reservations or complaints, with all relevant supporting documents, to the Service Provider.

No complaint may be validly accepted if these formalities and deadlines are not observed by the Client.

The Service Provider shall reimburse or correct (to the extent possible), at its own expense, in the appropriate manner agreed with the Client, any Services whose non-conformity has been duly demonstrated by the Client.

5-2. Obligation to Collaborate

The Client shall make available to the Service Provider all information that may contribute to the proper execution of the contract.

ARTICLE 6 – SERVICE PROVIDER’S LIABILITY – GUARANTEE

The Services provided by the Service Provider conform to the description set out in the commercial documentation. It is the Client’s responsibility to prove any non-conformity. The Client, acting as a professional, is solely responsible for reviewing and selecting the Services provided by the Service Provider.

The Service Provider warrants, in accordance with legal provisions, that the Client is protected against any non-conformity of the Services arising from a design or delivery defect, excluding any negligence or fault on the part of the Client.

The Service Provider’s liability may only be engaged in cases of proven fault or negligence and is limited to direct damages, excluding any indirect damages of any nature whatsoever.

To exercise their rights, the Client must, under penalty of forfeiture of any related claim, notify the Service Provider in writing of the existence of any defects within a maximum of eight (8) days from their discovery.

The Service Provider shall rectify or have rectified, at its sole expense, in the appropriate manner agreed with the Client, any Services found to be defective. In any event, should the Service Provider’s liability be established, its liability shall be limited to the pre-tax amount paid by the Client for the provision of the Services.

ARTICLE 7 – RIGHT OF WITHDRAWAL

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In accordance with applicable legislation, a professional Client may exercise the right of withdrawal if they meet all three of the following cumulative conditions (Article L. 221-3 of the French Consumer Code):

i. The contract must have been concluded off-premises (Article L. 221-1 I 2° of the French Consumer Code); ii. The subject matter of the contract must not fall within the main activity of the company; and iii. The number of employees of the company must be five (5) or fewer.

In this specific case, a withdrawal period of fourteen (14) days runs from the date of conclusion of the contract, during which the Client may exercise their right of withdrawal with the Service Provider and cancel their order, without having to provide reasons or pay any penalty, for the purpose of a refund, unless performance of the services has begun, with the Client’s consent, before the end of the withdrawal period.

The right of withdrawal may be exercised by any unambiguous declaration expressing the intention to withdraw, and in particular by postal letter addressed to the Service Provider at 6, Place Jean Zay, 92300 Levallois-Perret, or by email to contact@odity.com, stating the order concerned by the withdrawal.

In the event of exercising the right of withdrawal within the above-mentioned period, only the price of the Services ordered will be refunded.

The refund of amounts actually paid by the Client shall be made within fifteen (15) days of receipt by the Service Provider of the Client’s withdrawal notification.

ARTICLE 8 – INTELLECTUAL PROPERTY RIGHTS

The Service Provider retains ownership of all intellectual property rights over studies, designs, models, prototypes, etc., produced (even at the Client’s request) for the purpose of providing Services to the Client. The Client therefore agrees not to reproduce or exploit such studies, designs, models, prototypes, etc., without the express, written and prior authorisation of the Service Provider, which may make such authorisation conditional on financial consideration.

In the event of a breach of the provisions of this article, for each study, design, model, prototype, etc., a penalty of €1,500 shall be payable upon simple formal notice by registered letter with acknowledgement of receipt, without prejudice to the right to claim damages for the benefit of the Service Provider and its partner photographers.

ARTICLE 9 – UNFORESEEABILITY

In the event of a change in unforeseeable circumstances at the time of contract conclusion, in accordance with the provisions of Article 1195 of the French Civil Code, the party that has not agreed to bear the risk of excessively onerous performance may request a renegotiation of the contract from the other party.

If the renegotiation is successful, the parties shall promptly establish a new order formalising the outcome of the renegotiation for the affected Service delivery operations.

If the renegotiation fails, the parties may, in accordance with the provisions of Article 1195 of the French Civil Code, jointly request the court to resolve or adapt the contract.

If the parties fail to reach an agreement to jointly refer the matter to the court within one month of acknowledging the disagreement, the most diligent party may apply to the court for a revision or termination of the contract.

However, if the change in unforeseeable circumstances is permanent or continues beyond one month, the contract shall be automatically terminated in accordance with the procedures defined in the “Termination for Hardship” article.

ARTICLE 10 – FORCED PERFORMANCE IN KIND

In the event of a breach of obligations by either party, the non-defaulting party has the right to seek specific performance of the obligations arising from this contract. In accordance with Article 1221 of the French Civil Code, the creditor of the obligation may pursue such specific performance after a simple formal notice, sent to the debtor by registered letter with acknowledgement of receipt that has remained unsuccessful, unless it proves impossible or there is a clear disproportion between the cost for the debtor acting in good faith and the benefit for the creditor.

By express derogation from the provisions of Article 1222 of the French Civil Code, in the event of a breach of obligations by either party, the non-defaulting party shall not be entitled to have the obligation performed by a third party at the expense of the defaulting party. However, the creditor may request a court order for the defaulting party to advance the necessary funds for such performance. The non-defaulting party may, in the event of non-performance of any obligation incumbent on the other party, request termination of the contract in accordance with the procedures defined in the “Termination of contract” article.

ARTICLE 11 – NONPERFORMANCE EXCEPTION

It is recalled that, pursuant to Article 1219 of the French Civil Code, either party may refuse to perform its obligation, even when that obligation is due, if the other party fails to perform its own obligation and if such non-performance is sufficiently serious, i.e. likely to jeopardise the continuation of the contract or fundamentally disrupt its economic balance.

The suspension of performance shall take effect immediately upon receipt by the defaulting party of the notice of breach sent by the non-defaulting party indicating its intention to invoke the exception of non-performance, until the defaulting party has remedied the identified breach. It shall be notified by registered letter with acknowledgement of receipt or any other durable written medium that provides proof of sending.

This exception of non-performance may also be used as a preventive measure, in accordance with Article 1220 of the French Civil Code, if it is clear that one of the parties will not perform its obligations when due and that the consequences of such non-performance are sufficiently serious for the non-defaulting party.

This right is exercised at the risk of the party taking the initiative.

The suspension of performance shall take effect immediately upon receipt by the presumed defaulting party of the notice of intention to invoke the preventive exception of non-performance, until the presumed defaulting party performs the obligation for which future non-performance is clear. It shall be notified by registered letter with acknowledgement of receipt or any other durable written medium that provides proof of sending.

However, if the impediment is permanent or continues beyond thirty days from the date on which the impediment was noted by registered letter with acknowledgement of receipt, the contract shall be automatically terminated in accordance with the procedures defined in Article 13-4 “Termination for breach of obligations by a party.”

ARTICLE 12 – FORCE MAJEURE

The parties shall not be held liable if the non-performance or delay in the performance of any of their obligations as described herein results from a case of force majeure within the meaning of Article 1218 of the French Civil Code.

The parties agree that, in accordance with the provisions of the Civil Code and the interpretation made by case law, force majeure results from an event beyond the debtor’s control, which could not reasonably have been foreseen at the time of conclusion of the contract and whose effects cannot be avoided by appropriate measures, and which prevents the debtor from performing its obligation.

The parties specifically agree that an epidemic or pandemic constitutes a case of force majeure when such an event presents the aforementioned characteristics.

Each party must inform the other party, without delay and by registered letter with acknowledgement of receipt, of the occurrence of such an event when it considers that it is likely to jeopardise the performance of its contractual obligations.

In the event of a force majeure event, performance of this contract shall be suspended until the force majeure event disappears, ceases or ends.

The suspension of obligations shall in no way constitute a cause of liability for non-performance of the obligation in question, nor give rise to the payment of damages or late payment penalties.

Performance of the obligation is suspended for the entire duration of the force majeure if it is temporary. Consequently, once the cause of the suspension of their respective obligations has ended, the parties shall make every effort to resume normal performance of their contractual obligations as quickly as possible. To this end, the party affected shall notify the other party of the resumption of its obligation by registered letter with acknowledgement of receipt or any extrajudicial act.

During the suspension, the parties agree that any costs incurred as a result of the situation shall be borne by the affected party.

However, if the force majeure event continues beyond thirty (30) days, the parties must discuss a possible amendment to the contract.

The deadlines set out in this contract shall be automatically extended by the duration of the force majeure event.

In the absence of an agreement between the parties within thirty (30) days and if the force majeure event continues, each party shall be entitled to terminate this contract by operation of law, without any indemnity being owed by either party, in accordance with Article 13.3 “Termination for force majeure.” However, if, from the outset of the force majeure event, it appears that the delay justifies the termination of this contract, the contract shall be terminated by operation of law and the parties shall be released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the French Civil Code.

ARTICLE 13- CONTRACT TERMINATION

13-1. Termination for Unforeseeability

Termination due to the impossibility of performing an obligation that has become excessively onerous may not, notwithstanding the “Termination for breach of obligations by a party” clause set out below, occur until fifteen days after receipt of a registered letter with acknowledgement of receipt or any extrajudicial act declaring the intention to invoke this clause.

13-2. Resolution for Nonperformance of a Sufficiently Serious Obligation

The non-defaulting party may, notwithstanding clause 13-4 “Termination for breach of obligations by a party” set out below, in the event of sufficiently serious non-performance of any obligation incumbent on the other party, notify the defaulting party by registered letter with acknowledgement of receipt of the termination for breach, fifteen days after receipt of a formal notice to perform that has remained unsuccessful, pursuant to Article 1224 of the French Civil Code.

13-3. Termination for Force Majeure

Automatic termination for force majeure may not, notwithstanding the “Termination for breach of obligations by a party” clause set out below, occur until fifteen days after receipt of a registered letter with acknowledgement of receipt or any extrajudicial act.

Such formal notice must state the intention to invoke this clause.

13-4. Termination for Failure of a Party to Meet Its Obligations

In the event of non-compliance by either party with the following obligations:

i. Payment by the Client of invoices by the agreed due date; or ii. Provision by the Service Provider of the ordered service within the agreed timeframes;

It is expressly agreed that such termination for breach of obligations shall occur automatically fifteen (15) days after the sending of a formal notice to perform that has remained, in whole or in part, without effect. The formal notice may be sent by registered letter with acknowledgement of receipt or any extrajudicial act.

Such formal notice must state the intention to invoke this clause.

13-5. Shared Provisions in Case of Termination

The services exchanged between the parties from the conclusion of the contract until its termination, having been of mutual benefit throughout its progressive performance, shall not give rise to restitution for the period prior to the last service that has not received its consideration.

In any event, the aggrieved party may seek the award of damages in court.

ARTICLE 14 – PERSONAL DATA

Information collected about the Client is subject to computer processing carried out by the Service Provider and is essential for processing their order. This information and personal data is also retained for security purposes, in order to comply with applicable legal and regulatory obligations.

The Odity Group maintains a register of processing activities in accordance with Article 30 of the GDPR and implements appropriate technical and organisational measures to ensure the security of personal data. The Odity Group also has informational documents available to the Client regarding the processing of their personal data, available upon request (processing mapping, organisational data for data security, data retention periods, etc.).

In accordance with Article 37 of the General Data Protection Regulation (GDPR), the Odity Group has appointed a DPO in the person of Ms Laure PERREARD, Deputy CEO.

The Client has defined, in agreement with the Service Provider, the primary purpose of the processing of personal data in the context of the Services entrusted by the Client to the Service Provider.

Each party undertakes to retain personal data subject to the processing carried out only for as long as necessary for the purposes of the processing, and in any case for the duration necessary for the purposes of the processing, defined on a case-by-case basis in the quote or a specific annex (Article 5.1.e GDPR).

The Odity Group acknowledges that it provides sufficient guarantees, particularly in terms of knowledge, reliability and resources, for the implementation of technical and organisational measures satisfying the legal and regulatory obligations regarding data protection.

The Odity Group undertakes to:

i. Process personal data solely for the purposes of providing the Services; ii. Process personal data in accordance with the Client’s documented instructions; iii. Ensure the confidentiality of personal data processed under the contract; iv. Ensure that persons authorised to process personal data under the contract undertake to respect confidentiality or are subject to an appropriate statutory obligation of confidentiality, and receive the necessary training in personal data protection; v. Provide the Client with an updated list of sub-processors, including those outside the EU, with standard contractual clauses (Articles 28.3 and 46 GDPR); vi. Take into account, with respect to its tools, products, applications or services, the principles of data protection by design and data protection by default; vii. Immediately notify any change that may impact the processing of personal data; viii. Comply with the personal data retention periods with regard to the purposes for which the data was collected or transmitted, and delete personal data upon expiry of the retention period; and ix. Cooperate with the Client to consider circumstances in which anonymisation of personal data may be appropriate.

The Odity Group undertakes to notify the Client of any personal data breach, as defined in Article 4.12 of the Regulation, within a maximum period of forty-eight (48) hours of becoming aware of it, by the following means: sending a message to the email address provided by the Client.

This notification shall be accompanied by all documentation in its possession enabling the Client, if necessary, to notify this breach to the competent supervisory authority. It must, as far as possible, specify the nature and consequences of the data breach, the measures already taken or proposed to remedy it, the persons from whom additional information may be obtained, and, where possible, an estimate of the number of persons likely to be affected by the breach.

Personal data of the Client collected by the Odity Group is intended for the legal entities of the Odity Group, third-party companies or sub-processors (which may operate outside the European Union), exclusively for the purposes of managing the contract, in accordance with applicable legal and regulatory provisions.

In the event of a complaint, the Client may contact the Commission Nationale de l’Informatique et des Libertés (CNIL) directly.

ARTICLE 15 – DISPUTES

With a view to finding a mutually agreed solution to any dispute arising from the performance of this contract, the contracting parties agree to meet within eight days of receipt of a registered letter with acknowledgement of receipt, sent by either party.

This amicable settlement procedure is a mandatory prerequisite to the initiation of legal proceedings between the parties. Any action brought before a court in breach of this clause shall be declared inadmissible.

However, if, after a period of one month, the parties have been unable to reach a compromise or solution, the dispute shall then be submitted to the competent court as designated below.

Pursuant to Article 1540 of the French Code of Civil Procedure, if the parties reach an agreement, it shall be recorded in writing, signed by each of them.

The conciliation shall be drafted in French. If it is translated into one or more languages, only the French text shall prevail in the event of a dispute.

The parties may also agree to request the competent court to approve the agreement in order to give it enforceable effect (Article 1541 of the French Code of Civil Procedure).

ARTICLE 16 – JURISDICTION

All disputes arising from this contract and any agreements resulting from it, concerning their validity, interpretation, performance, termination, consequences and follow-up, shall be submitted to the competent courts under common law conditions.

ARTICLE 17 – CONTRACT LANGUAGE AND APPLICABLE LAW

By express agreement between the parties, these General Terms and Conditions of Sale and the purchase and sale transactions arising from them are governed by French law. They are drafted in French. If they are translated into one or more languages, only the French text shall prevail in the event of a dispute.

ARTICLE 18- CUSTOMER’S ACCEPTANCE

These General Terms and Conditions of Sale are expressly agreed and accepted by the Client, who declares and acknowledges having full knowledge of them, and therefore waives the right to rely on any conflicting document, and in particular their own general purchasing conditions, which shall not be enforceable against the Service Provider, even if the Service Provider has been made aware of them.

ARTICLE 19 – UPDATES TO THE GTCS

The Service Provider will inform Clients by email of any material changes to the General Terms and Conditions of Sale, with effect from the end of the current term.

Updated in February 2026