Preamble

Urban Radar SAS, whose registered office is located at 58 avenue du Général Eisenhower, 51100 Reims, registered with the Reims Trade and Companies Register under SIRET number 880 373 014, offers professional digital services and products via online platforms. Urban Radar invites CLIENTS to read these General Terms and Conditions of Sale (GTCS) carefully. Any subscription to or use of the services implies full and unconditional acceptance of these GTCS.

Article 1 – Definitions

● SUBSCRIPTION : means any contract entered into between the SERVICE PROVIDER and the CLIENT for access to the TOOLS and SERVICES, in return for a periodic payment.

● CLIENT : means any natural or legal person benefiting from a SERVICE provision or subscribing to a SUBSCRIPTION or benefiting from a PROJECT LICENCE.

● CONTRACT : means the contractual whole including the subscription to the SERVICES and/or SUBSCRIPTION and/or PROJECT LICENCE, as well as these GTCS.

● TOOLS : means the suite of digital tools developed by Urban Radar and made available to the CLIENT.

● SERVICE PROVIDER : means the company Urban Radar SAS, managed by Philippe RAPIN, whose registered office is located at 58 avenue du Général Eisenhower, 51100 Reims, registered with the Reims Trade and Companies Register under SIRET number 880 373 014, operating in particular the Urban Radar, Insights and LogEHubs brands, etc.

● SERVICES : means all services of any nature carried out by the SERVICE PROVIDER on behalf of the CLIENT, including access to the TOOLS, development, training and support.

● WEBSITE : means the website https://urbanradar.io

● COOKIES : means files stored on the CLIENT's device, necessary for the proper functioning of the TOOLS. Certain features require their activation.

● USER : means any natural person authorised by the CLIENT to access the TOOLS.

● SPECIFIC DEVELOPMENT : means the bespoke development service carried out at the CLIENT's request.

● PROJECT LICENCE : means access to the TOOLS and SERVICES granted for a fixed period defined in the quotation (expressed in months), without tacit renewal, linked to a defined project scope. The PROJECT LICENCE is granted for a fixed one-off fee.

● SUPPLIER DATA : means mobility data, vehicle trajectory data or other digital data acquired by the SERVICE PROVIDER from third-party licensors, and integrated into the TOOLS or SERVICES. These data are provided in anonymised form within the meaning of the GDPR and remain the exclusive property of their respective rights holders.

Article 1bis – Hierarchy of contractual documents and special conditions

1bis.1 Hierarchy of documents :

The CONTRACT is formed by the following documents, in descending order of precedence in the event of any contradiction: (1) the Special Conditions, where they exist, formalised by an accepted quotation or an agreement signed by both parties; (2) these GTCS. The Special Conditions prevail over the GTCS only to the extent and within the limits of the contradiction identified. The GTCS apply in full to anything that is not expressly waived by the Special Conditions.

1bis.2 Special Conditions :

The Special Conditions may in particular depart from these GTCS on the following points, by way of example and without limitation: duration of the CONTRACT or the PROJECT LICENCE; geographical or sectoral scope of the SERVICES; volume of data or number of authorised users; delivery schedule and contractual milestones; enhanced or bespoke service levels (SLA); payment terms (schedule, deposits, degressive pricing conditions); project-specific confidentiality conditions; specific reporting or handover obligations; intellectual property regime adapted for SPECIFIC DEVELOPMENTS funded by the CLIENT; training and support included. Any special condition must be expressly mentioned in the quotation or signed agreement in order to be enforceable.

Article 2 – Purpose of the services

These GTCS have the purpose of defining the terms, conditions, rights and obligations of the parties in the context of the provision of the SERVICES. The SERVICES are services of any nature carried out by the SERVICE PROVIDER on behalf of the CLIENT. Any order placed by the CLIENT for one or more of the SERVICE PROVIDER's SERVICES implies acceptance without reservation of these General Terms and Conditions of Sale. The TOOLS are designed according to a privacy by design approach, ensuring data security. The SERVICE PROVIDER reserves the right to modify the SERVICES. In the event of a modification significantly affecting use, the CLIENT may terminate the contract within thirty (30) days.

Article 3 – Subscription and types of licences

3.1 Subscription :

The subscription takes effect upon signature of a quotation. The information provided must be accurate and up to date. The quotation is prepared free of charge by the SERVICE PROVIDER based on exchanges between the CLIENT and the SERVICE PROVIDER and is made without commitment for the CLIENT, except in a specific case mentioned in writing by email to the CLIENT, notably when the quotation requires research work. The quotation is sent to the CLIENT by email in PDF format.

3.2 Confirmation :

The quotation is valid for one month from its date of issue and does not bind the CLIENT until the latter has confirmed acceptance of the proposed offer. In the event of acceptance, the CLIENT validates the quotation by electronic signature or by any other equivalent written means (express acceptance by email, digital signature). Any quotation thus validated by the CLIENT constitutes a purchase order. The quotation accepted and signed by the CLIENT binds both parties. The SERVICE PROVIDER sends confirmation by email once the quotation has been signed, marking the start of the CONTRACT.

3.3 Amendment :

The CLIENT may amend the subscription by email. The change will take effect at the next billing period.

3.4 Project Licence :

Where the quotation expressly specifies a PROJECT LICENCE regime, the following provisions apply in addition to or by way of derogation from articles 3.1 to 3.3: (a) the licence term is fixed in the quotation and runs from the date the TOOLS are first made available to the CLIENT; (b) the price is fixed, paid in one or more instalments according to the schedule indicated in the quotation, and non-refundable; (c) upon expiry, access is automatically suspended and the CLIENT's data returned in accordance with article 11; (d) conversion to a recurring SUBSCRIPTION may be proposed before expiry on a separate quotation. The PROJECT LICENCE regime is not subject to tacit renewal. Article 4 – Term and termination 4.1 Term: the CONTRACT takes one of the following two forms depending on the accepted quotation: (a) monthly or annual SUBSCRIPTION, renewed tacitly under the conditions of article 4.2; (b) PROJECT LICENCE for a fixed duration expressed in months, without renewal, governed by article 3.4. The applicable form is expressly mentioned in the quotation. 4.2 Termination by the CLIENT: thirty (30) days' notice by email. Effective at the end of the current period. No refund of sums paid. Data accessible for 30 days, in accordance with article 11. 4.3 Material breach: either party may terminate the CONTRACT in the event of a material breach not remedied within 30 days after notice. 4.4 Non-payment: in the event of a delay of more than 15 days, the SERVICE PROVIDER may suspend and then terminate the subscription. 4.5 Termination by the SERVICE PROVIDER: the SERVICE PROVIDER reserves the right to terminate the CONTRACT at any time, subject to thirty (30) days' notice given in writing to the CLIENT, in particular in the event of discontinuation of marketing of the relevant SERVICE or business reorganisation. Such termination gives rise to no compensation. In the event of a material breach by the CLIENT of these GTCS, termination may take place without notice after written notice remains ineffective for thirty (30) days. Article 5 – Financial conditions and payment terms 5.1 Scope: In return for the SERVICES provided, the CLIENT undertakes to pay the SERVICE PROVIDER the amounts specified and according to the due date set out in the quotation. 5.2 Prices: Any payment terms and conditions must be specified in the purchase order. The prices for these SERVICES are those mentioned in the paper or electronic purchase order. They are exclusive of tax (ex VAT) and payable in euros (€). They are payable according to the due dates mentioned in the quotation. Any failure or delay in payment will result in a fixed surcharge equal to the ECB base rate in force increased by 10 percentage points applied to the total amount including VAT of the invoice or the remaining balance due, immediate suspension of the SERVICE PROVIDER's Services pending regularisation by the CLIENT, as well as a €40 indemnity for recovery costs. The SERVICE PROVIDER reserves the right to change its prices at any time subject to one month's notice, without this affecting quotations accepted and returned to the SERVICE PROVIDER. Quotations providing in particular for an annually renewable service by tacit renewal may be affected by these pricing changes. In the event of refusal of this notice, the CLIENT must, by registered letter with acknowledgement of receipt, request termination of its contract before its expiry, under the conditions of article 4. Failing this, the new prices are deemed to have been irrevocably accepted and will apply to the invoicing following expiry of the aforementioned period. 5.3 Payment: upon subscription and then at each due date, by bank transfer, card or direct debit. A 30-day period for regularisation in the event of failure. Article 6 – Use of the services 6.1 Access: the CLIENT is responsible for access to the TOOLS. Updates may be carried out regularly to improve the services. 6.2 Responsibility: the CLIENT is responsible for the data provided and for compliance with applicable laws. 6.3 Correction of faults: the SERVICE PROVIDER shall use reasonable efforts to correct any fault significantly affecting the TOOLS, as soon as it is reported by the CLIENT. 6.4 Restrictions relating to SUPPLIER DATA: in the context of a SUBSCRIPTION or PROJECT LICENCE incorporating SUPPLIER DATA, the CLIENT undertakes not to: (a) resell, sub-licence, market or redistribute these data in any form whatsoever, including in raw or derived form; (b) reverse engineer, decompile or disassemble them; (c) make them publicly accessible; (d) combine them with other datasets, whether its own data or third-party data, in such a way as to allow the re-identification of natural persons or to call into question their anonymised nature. The CLIENT shall notify the SERVICE PROVIDER without delay if it finds that SUPPLIER DATA appear to contain personal identifiers. 6.5 Public and third-party data sources: where the SERVICES integrate data from public or third-party sources (open data, administrative databases, national or local reference datasets), the SERVICE PROVIDER cannot be held responsible for their incompleteness, obsolescence or inaccuracy. Such data are integrated as is and identified as such in the deliverables. The CLIENT is invited to communicate any relevant additional source in its possession before the work begins. 6.6 Restriction on analytical use: the results, analyses and visualisations produced by the TOOLS or in the context of the SERVICES constitute decision-support tools of a statistical and aggregated nature. The CLIENT undertakes not to use them for control, individual monitoring or sanctioning of identifiable private economic operators, without the SERVICE PROVIDER's prior express agreement and prior legal review. Any use for such purposes without agreement constitutes a breach of this CONTRACT. Article 7 – Personal data protection and security 7.1 Compliance with the GDPR: the SERVICE PROVIDER undertakes to process personal data in compliance with the General Data Protection Regulation (GDPR). The data are hosted within the European Union. In the event of a change of host or transfer of data outside the EU, the CLIENT shall be informed in writing within thirty (30) days and shall have the right to terminate without charge if it refuses. The technical subcontractors used by the SERVICE PROVIDER are subject to confidentiality and security obligations at least equivalent to those in these GTCS. 7.2 Access to data: the SERVICE PROVIDER may not access the CLIENT's data without its explicit agreement, except for maintenance reasons or technical assistance requested by the CLIENT. 7.3 Login credentials: the CLIENT is responsible for the confidentiality of its credentials. In the event of loss or theft, it must immediately request a reset by email. 7.4 Anonymised mobility data: certain SUPPLIER DATA integrated into the SERVICES are anonymous in nature within the meaning of the General Data Protection Regulation (GDPR). The CLIENT expressly acknowledges this anonymous nature and undertakes not to combine them with other datasets in such a way that they are no longer considered anonymous. If there is any doubt about the presence of personal identifiers in the data received, the CLIENT undertakes to inform the SERVICE PROVIDER immediately and not to exploit the elements concerned until the situation has been dealt with. 7.5 Data breach: in the event of a personal data breach within the meaning of article 4.12 of the GDPR, the SERVICE PROVIDER undertakes to notify the CNIL under the conditions and within the time limits laid down by article 33 of the GDPR, and to inform the CLIENT without delay as soon as the breach is likely to affect its data. The CLIENT undertakes in turn to report without delay to the SERVICE PROVIDER any anomaly or unauthorised access that it identifies in its space. Article 8 – Liability Delivery times: the SERVICE PROVIDER undertakes to do everything possible to carry out the SERVICES ordered by the CLIENT, but assumes no obligation as to time. Force majeure: Neither party shall be liable to the other for non-performance or delays in the performance of an obligation under this contract that are due to the act of the other party following the occurrence of a force majeure event usually recognised by case law. Confidentiality: the SERVICE PROVIDER undertakes to do everything possible to ensure the confidentiality of the information transmitted to it. However, the SERVICE PROVIDER cannot be held liable for any disclosures occurring on the Internet or with third parties. Documents transmitted: under no circumstances may the SERVICE PROVIDER be held responsible for the loss of documents required for the performance of the SERVICES ordered. The CLIENT must send only copies or documents without replacement value. Ethics: the SERVICE PROVIDER reserves the right to refuse any document, text or image contrary to its ethics, to good morals or not compliant with the legislation in force. Security: the SERVICE PROVIDER cannot be held liable in the event of malicious intrusion into the CLIENT's WEB SPACE or for hacking of the CLIENT's email boxes, notwithstanding all security measures taken by the SERVICE PROVIDER and its SUPPLIERS. Indemnity: The CLIENT agrees to defend, indemnify and hold the SERVICE PROVIDER harmless from any loss, damage or claim concerning the use of the SERVICES provided by the SERVICE PROVIDER to the CLIENT under these terms, including without limitation: any false advertising, liability of any kind arising from any product or service sold or offered by the CLIENT, "copyright" or registered trademark, interruption or malfunction of the SERVICES or any content submitted or offered by the CLIENT. The SERVICE PROVIDER cannot be held liable: ● for indirect damage linked to the use of the TOOLS; ● for access problems due to the CLIENT's technical environment; ● for temporary unavailability of the SERVICES. Warranty period: the CLIENT has a period of one month from the delivery of a service to invoke this warranty in the event of a malfunction observed. The SERVICE PROVIDER's total liability under this CONTRACT is capped, for all causes combined, at the amount of the sums actually paid by the CLIENT during the month preceding the event giving rise to the claim. For a PROJECT LICENCE, this cap is calculated on the basis of the total fixed price divided by the duration of the licence in months. This clause is essential to this CONTRACT. 8.4 Exclusion of indirect damages: under no circumstances may either party be held liable for indirect damages, including without limitation: loss of profit, loss of turnover, loss of data, damage to image, commercial prejudice or loss of market. This exclusion applies regardless of the nature of the liability invoked, whether contractual or tortious, even if the party in question has been informed of the possibility of such damages. This clause is essential to this CONTRACT. 8.5 Decision support: the TOOLS and SERVICES provided by the SERVICE PROVIDER constitute decision-support tools. The results, analyses and visualisations produced are provided for information only and cannot constitute certification, operational advice or a guarantee of results. The CLIENT remains solely responsible for the decisions it makes on the basis of these elements. The SERVICE PROVIDER cannot be held responsible for the consequences of a decision taken by the CLIENT based on the information provided by the TOOLS. Article 9 – Intellectual property The SERVICE PROVIDER holds the rights to the TOOLS and developments. The CLIENT remains the owner of the injected data. SPECIFIC DEVELOPMENTS fully funded by the CLIENT are subject to an assignment of exploitation rights in the deliverables in favour of the CLIENT, under the conditions defined in the quotation. This assignment does not cover the SERVICE PROVIDER's pre-existing generic components, libraries or technical building blocks, which remain its exclusive property and over which the CLIENT benefits from a simple non-exclusive licence to use. The CLIENT has a non-exclusive, non-transferable right of use limited to the duration of the subscription. Intellectual property rights in the SUPPLIER DATA remain the exclusive property of their respective holders and are not transferred to the CLIENT under these terms. The CLIENT cannot acquire any rights in such data beyond use strictly authorised by this CONTRACT, in particular any right of resale, reproduction or stand-alone commercial exploitation. 9.3 White labelling and distribution of deliverables: unless otherwise expressly stated in the Special Conditions, the CLIENT is authorised to reproduce, integrate and distribute the deliverables produced by the SERVICE PROVIDER under its own visual identity (white label), including in the context of its own services to local authorities or other third parties. This assignment is granted on a non-exclusive basis. In the event of publication in a public document (resolution, diagnostic report, study accessible online), the CLIENT undertakes to mention Urban Radar as the source of the data, unless otherwise requested in writing by the SERVICE PROVIDER within fifteen (15) working days following notification of publication. This assignment does not transfer ownership of the methods, algorithms, data processing models and analytical tools developed by the SERVICE PROVIDER, which remain its exclusive property. The CLIENT may in no event claim authorship of these elements, reproduce them outside the framework of this assignment, or pass them on to a third party for competitive development purposes. 9.4 Right of reference: the SERVICE PROVIDER reserves the right to cite the assignment as a commercial reference and to publish anonymised or aggregated elements arising from the analyses, for institutional or commercial communication purposes. The CLIENT may object in writing within fifteen (15) working days following delivery of the final report. In the absence of objection within that period, the right of reference is deemed accepted. In the event of objection, the SERVICE PROVIDER undertakes not to disclose the CLIENT's name or any elements allowing it to be identified. Article 10 – Service availability guarantee (SLA) 10.1 Availability commitment: the SERVICE PROVIDER undertakes to ensure continuous access to the TOOLS, excluding scheduled maintenance or force majeure. The SERVICE PROVIDER implements reasonable technical means to ensure high availability of the TOOLS, assessed with regard to market standards for equivalent services, excluding maintenance periods. A prior 48-hour notice is sent to the CLIENT. 10.2 Restoration time: in the event of an unscheduled interruption, services are restored within 72 hours. This period may be extended in the event of force majeure. 10.3 Compensation measures: if the interruption exceeds 72 hours, the CLIENT may request a pro rata reduction on the next invoice. The request must be made within 30 days following resolution of the problem. 10.4 Exclusions: interruptions due to misuse or to the CLIENT's technical environment are excluded. 10.5 Limitation of liability: the SERVICE PROVIDER's liability is limited in accordance with the cap defined in article 8 in the event of direct damage linked to unjustified unavailability. 10.6 Major updates: the SERVICE PROVIDER may deploy major updates to the TOOLS likely to significantly alter functionalities or interfaces. The CLIENT is informed in writing at least fifteen (15) working days before production deployment. In the event of demonstrable impact on the CLIENT's existing integrations, the SERVICE PROVIDER shall use reasonable efforts to support the transition. Corrective and security updates may be deployed without notice. Article 11 – Data reversibility In the event of termination, the CLIENT's data may be retrieved in an open and usable format (CSV, JSON or equivalent) within 30 days. Assistance may be offered on quotation. In addition, the CLIENT undertakes to destroy, on the date of termination or expiry of the CONTRACT, any copy of the SUPPLIER DATA that it may have obtained in the context of the SERVICES, and to confirm such destruction in writing to the SERVICE PROVIDER upon the latter's express request. Article 12 – Force Majeure The SERVICE PROVIDER cannot be held liable in the event of force majeure, that is to say any external, unforeseeable and irresistible event within the meaning of article 1218 of the Civil Code, such as natural disaster, war, blocking of communications networks by a competent authority or any other cause beyond the SERVICE PROVIDER's reasonable control. Article 13 – Applicable law and jurisdiction 13.1 The CONTRACT is governed by French law. 13.2 In the event of a dispute, the parties shall endeavour to find an amicable solution. They may, if they wish, have recourse to professional mediation (e.g. CMAP – Paris) before any legal action. Failing agreement, the dispute shall be brought before the competent courts of Paris. Article 14 – Compliance and ethics Each party declares that it complies with the applicable legislation on combating corruption and influence peddling, in particular the Sapin II law (Law No. 2016-1691 of 9 December 2016). Neither party shall pay, offer or accept, directly or indirectly, any benefit whatsoever in order to obtain or retain a contract or commercial advantage. Any breach of this obligation constitutes grounds for immediate termination at the fault of the defaulting party, without compensation. Article 15 – Assignment of the contract The CLIENT may not assign the CONTRACT without the SERVICE PROVIDER's prior written consent. In the event of a merger, acquisition or transfer of business affecting the SERVICE PROVIDER, the ongoing CONTRACTS shall be maintained on the same terms for the remaining duration. The CLIENT shall be informed in writing within thirty (30) days and shall have the right to terminate without charge if it objects within that same period. Article 16 – Amendment of the GTCS Urban Radar reserves the right to amend these GTCS for legal or technical reasons. The CLIENT is informed of any amendment by email within thirty (30) days before it takes effect. The CLIENT may terminate without charge within that thirty (30) day period in the event of disagreement.