GENERAL TERMS AND CONDITIONS OF SALE (DEVELOPMENT)

praxinos.coop

Effective date: 21 November 2025

ARTICLE 1. scope

These general terms and conditions of sale (hereinafter "GTC") apply automatically, without restriction or reservation, to all IT development services (hereinafter the "Development Services") offered by Praxinos, a cooperative limited liability company with variable share capital, whose registered office is located at 7 avenue de Blida, 57000 Metz, France, registered with the Metz Trade and Companies Register under number 843 876 764 (hereinafter "Praxinos") to any customer, whether a natural or legal person, private or public, acting for purposes falling within the scope of their commercial, industrial, agricultural, craft or liberal activity, including when acting in the name or on behalf of another professional (hereinafter "Client") via contact on any durable written medium (e-mail or paper) and/or by telephone.

The Client or their representative acknowledges that they have the legal capacity required to enter into a contract with Praxinos on the date of signing the Quotation. Praxinos reserves the right to verify the accuracy of the information and statements provided by the Client or their representative.

The Client undertakes to inform Praxinos without delay of any change in their personal circumstances that may affect the contractual relationship arising from these GTC and/or their ability to continue it (implementation of protective measures: guardianship or trusteeship; dissolution of the legal entity; collective proceedings, etc.).

ARTICLE 2. enforceability – validity of the GTC

These GTC are systematically communicated to all Clients prior to or at the same time as the issue of a Quotation.

These GTC may be subject to subsequent amendments at any time by Praxinos. However, the version applicable to the Client is the one in force on the date of signature of the Quotation.

Unless proven otherwise, the data recorded in Praxinos's computer system constitutes proof of all transactions concluded with the Client.

The Client may access the archived GTC by sending a request by email to: contact@praxinos.coop Confirmation of the order by the Client constitutes acceptance without restriction or reservation of these GTC.

It is specified that these GTC and the Quotation form a contractual whole hereinafter referred to as the "Contract".

In the event that any clause of these GTC is found or declared to be invalid or in violation of a provision of public policy, said clause shall be deemed unwritten and all other clauses shall remain in force, unless the remaining obligations become manifestly unbalanced for either party.

In the event of an ongoing commercial relationship between Praxinos and the Client, these GTC shall apply to all future orders and transactions by the Client, without Praxinos being required to attach or refer to them expressly for each order or transaction, provided that these GTC have been sent to the Client in accordance with Article L441-1 of the French Commercial Code.

ARTICLE 3. ordering process

All requests for Development Services shall give rise to the preparation of a Quotation by Praxinos for the benefit of the Client. Prior to the issuance of the Quotation, the Client is invited to send Praxinos a set of specifications indicating its needs and expectations regarding the Development Services (hereinafter the "Specifications").

The specifications must contain the following information:

• Detailed explanations of deliverables or expected results
• Visuals
• Version of Unreal Engine/Odyssey
• Computer languages to be used
• Deadline or delivery schedule

Unless otherwise stated on the quotation, it is provided free of charge and is valid for a period of thirty (30) days from the date of issue by email.

Any request for additional/complementary Development Services not provided for in the Quotation signed by the Client shall be subject to an amendment to the existing Quotation and a price adjustment, if applicable, or shall be subject to a new separate quotation to be accepted by the Client under the terms and conditions set out in these GTC.

Requests for quotations can be made by correspondence with Praxinos via email.

Prior to signing the Quotation, it is the Client's responsibility to verify the accuracy of the Quotation and to report any errors to Praxinos immediately.

The Order shall only be considered final after receipt of the unmodified Quotation, dated and signed by the Client, sent to Praxinos by email and after receipt by the latter of the full deposit due, if applicable.

For the Order to be validated, the Quotation signed by the Client must be received by Praxinos before the expiry of the Quotation's validity period.

If the Client makes one or more changes before accepting the Quotation, Praxinos reserves the right to refuse them or to propose a new Quotation which will specify its period of validity again.

In any event, any deposits that Praxinos may require from its Clients shall not be considered as earnest money. The Order placed by the CusClienttomer under the above conditions constitutes unconditional and unreserved acceptance of these GTC and results in the formation of the Contract.

Praxinos reserves the right to suspend or cancel any order, regardless of its nature and level of execution, in the event of non-payment or partial payment of any amount owed by the Client, in the event of a payment incident, including in relation to previous orders.

ARTICLE 4. rates

4.1. Applicable rates

The rates for Development Services are expressed in Euros, excluding VAT (Value Added Tax), unless the Client expressly requests pricing in their local currency. Value Added Tax (VAT) is added at the rate in force for Clients in mainland France and its overseas departments and regions.

Praxinos reserves the right to modify its rates at any time. However, it is specified that Development Services will be invoiced based on the rates in effect on the date the Quotation is signed.

4.2. Additional services

Any additional services requested by the Client shall be subject to a separate agreement.

ARTICLE 5. invoicing – deposit

One or more advance payments corresponding to a partial amount of the total price of the Development Services ordered may be requested by Praxinos at the time of ordering. The amount of the advance payment and its due date are specified in the Quotation, where applicable.

When one or more advance payments are required, Praxinos shall provide the Client with an advance payment invoice corresponding to the amount of each advance payment due, as specified in the Quotation.

A balance invoice (amount specified in the Quotation minus any deposits paid by the Client) shall be issued by Praxinos and delivered to the Client upon provision of the Development Services ordered.

Invoices will be sent electronically to the Client's email address as provided to Praxinos.

Upon express written request from the Client, these invoices may be sent exclusively in paper format to the postal address provided to Praxinos.

ARTICLE 6. payment terms

6.1. Payment process

Unless otherwise specified in the terms and conditions of Article 5 above, the price of the order is payable in full and in a single instalment.

In the case of orders placed via email correspondence, the terms of payment are indicated on the quotation issued by Praxinos.

6.2. Payment methods

For all types of orders, the Client shall pay by bank transfer. Information relating to the bank transfer shall be provided to the Client on the Quotation and on the invoice. The Client must pay the full amount of the invoice within the specified time limit.

6.3. Default on payment – penalties

In accordance with legal provisions, any delay in payment of an invoice by its due date shall result, without prior notice, the payment of a late payment penalty at a rate equal to that applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, as well as a fixed compensation fee of forty (40) euros for recovery costs. If the actual collection costs exceed the above lump sum, Praxinos reserves the right to charge the Client any amount due for the collection of the unpaid invoice, in whole or in part, upon presentation of supporting documents.

In the event of non-compliance with the above payment terms, Praxinos also reserves the right to suspend the performance of its obligations under this Contract and/or to reduce or cancel any discounts granted to the Client, after sending a registered letter with acknowledgement of receipt to the Client requesting compliance, which has remained wholly or partially ineffective within eight (8) working days of the first presentation of the letter.

Unless expressly agreed in advance and in writing by Praxinos, and provided that the reciprocal claims and debts are certain, liquid and due, no valid compensation may be made between any penalties for delay in the provision of the Development Services ordered by the Client on the one hand, and the sums owed by the latter to Praxinos under the Contract on the other.

In the event that, for any reason whatsoever, the sums owed by the Client are not received by Praxinos on the due date, the order shall be automatically and immediately cancelled, after formal notice has been sent to the Client by registered letter with acknowledgement of receipt and has remained unsuccessful for a period of fifteen (15) days from its receipt by the Client. The formal notice shall refer to this clause in order to be fully effective.

ARTICLE 7. terms and conditions for the provision of development services

7.1. Development Services Implementation

Praxinos freely chooses the practical and organisational terms and conditions under which it performs the Development Services, provided that it performs them in accordance with best practice and according to a schedule agreed with the Client, specified in the Specifications where applicable.

Praxinos is therefore solely responsible for deciding on the material resources to be allocated to their implementation. It is entirely and exclusively responsible for these resources and, more generally, for the practical arrangements for their implementation, over which it has complete control.

For the purposes of performing the Development Services, Praxinos may need to use specific equipment, the use of which shall be decided by mutual agreement between the Parties.

The Parties agree to meet regularly by any appropriate means to monitor the performance of the Development Services.

Praxinos undertakes to ensure the highest possible level of quality in its Development Services so as not to tarnish the Client's brand image through its actions.

Praxinos undertakes to manage its assignments from its professional premises, or possibly from the Client's premises when necessary, in particular in order to gather all the necessary information from the Client's teams and thus facilitate the performance of its assignment.

Praxinos undertakes to keep a detailed record of the tasks performed and the time taken to complete them by any written means, in particular by email.

7.2. Specific obligations of Praxinos

Without prejudice to the other obligations set out in the Contract, Praxinos undertakes to comply strictly with the following obligations:

• Praxinos undertakes to perform the Development Services with all due care, diligence and skill, in accordance with best practice, and to provide high-quality Development Services that comply with industry standards and the Specifications and enable the Contract to be performed in full;
• Praxinos undertakes to comply with the schedule and terms and conditions for the performance of the Development Services agreed between the Parties;
• Praxinos therefore undertakes to advise the Client on any choice or request made by the latter of which it is aware, which could affect the objectives of the Development Services or have an impact on the conditions for their implementation.
• Praxinos undertakes to comply with all internal standards or rules of conduct (particularly with regard to security or access) that have been notified to it in advance by the Client, in the event of a one-off or prolonged intervention on its premises;
• Praxinos undertakes to use the information, documents, data and, more generally, all elements that may be transmitted to it within the framework of this agreement solely for the purposes of executing this agreement. It expressly acknowledges and accepts that these documents, elements, data and information are confidential information subject to the provisions of the "Confidentiality" article;
• Praxinos indemnifies the Client against any complaints, claims, actions and/or demands that it may suffer as a result of Praxinos breach of any of its obligations under the Contract.

7.3. Obligations common to the Parties

Each Party undertakes, in the performance and use of the Development Services, to comply with the laws and regulations in force and not to undermine public order.

They further undertake to provide each other with all documents, elements, data and information necessary for the proper performance of the Contract. More generally, they undertake to cooperate actively and in good faith with each other for the proper performance of the Contract and to inform each other of any difficulties related to such performance.

The Parties declare that they are and will remain, throughout the term of this contract, independent commercial and professional partners, each assuming the risks of its own operations.

Similarly, each Party shall act in its own name and under its sole responsibility in its relations with its staff and, in general, with third parties, so that its co-contractor may never be held liable for any reason whatsoever.

7.4. revenue clause

The Quotation and/or Specifications may provide for an acceptance procedure for deliverables that are the subject of the Development Services, possibly in several phases.

As such, Praxinos may be required to present the Client with an acceptance report. If this report does not contain any reservations on the part of the Client regarding apparent defects in the performance of the Development Services, the Client's signature shall constitute final and definitive acceptance of the Development Services.

No acceptance of the Development Services and/or associated deliverables may be considered to have been tacitly granted. Unless otherwise agreed between the Parties, acceptance, approval or verification of the conformity of the Development Services must be carried out within fifteen (15) days of delivery of the associated deliverables.

In the event of a deliverable that does not comply with the contractual documents, the Client shall inform Praxinos so that it can verify this non-compliance within thirty (30) days of notification by the Client.

If, at the end of the period indicated above, Praxinos has not resolved and had all reservations expressed by the Client resolved by signing a final acceptance report, it may be held liable under the terms and conditions set out in these GTC.

ARTICLE 8. subcontracting

This Contract is concluded "intuitu personae", in consideration of Praxinos's specific expertise and skills. Consequently, Praxinos undertakes to perform this Contract personally and expressly agrees not to use subcontractors without the Client's prior written authorisation.

ARTICLE 9. 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.

ARTICLE 10. intellectual property

The Contract shall not affect the pre-existing intellectual property rights of either Party.

10.1. Intellectual property of the Client

The systems, software, structures, infrastructures, databases and content of any kind used by the Client in the course of its business and communicated to Praxinos for the purpose of providing Development Services are protected by all intellectual property rights or database producer rights in force.

Any disassembly, decompilation, decryption, extractions, reuses, copies and, more generally, any acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, when such acts are not necessary for the performance of the Contract or have not been previously authorised by the Client, are strictly prohibited and may be subject to legal proceedings.

Praxinos shall only be granted a licence under these terms and conditions to use the elements to which it may have had access or which will be sent to it by the Client for the purpose of performing the Development Services.

10.2. Intellectual property of Praxinos

In the event that Praxinos is required to create works that may be protected by copyright or, more generally, by intellectual property rights in the course of performing the Development Services (the "Creations"), it shall retain all intellectual property rights thereto, unless otherwise agreed in writing between the parties.

ARTICLE 11. personal data

Pursuant to Regulation (EU) 2016/679 of 27 April 2016, known as the "GDPR", and Law No. 78-17 of 6 January 1978, amended by Law No. 2018-493 of 20 June 2018, it is hereby reiterated that certain personal data relating to the Client, its partners, legal representatives and/or staff (hereinafter referred to as "Data Subjects") requested by Praxinos are necessary in particular for the processing, payment and execution of the Training, for any related complaints and invoicing, as well as for the communication of newsletters from Praxinos relating to services similar to those already ordered.

In accordance with the regulations in force, the personal data of the Data Subjects may be communicated to any Praxinos partners responsible for the execution, processing, management and payment of the Training Courses.

In all cases, the personal data of Data Subjects shall not be transferred outside the European Union without the prior written consent of the Data Subjects.

The processing of information provided by Data Subjects complies with legal requirements regarding the protection of personal data, as the information system used by Praxinos ensures optimal protection of such data.

In accordance with current regulations, Data Subjects have the right, at any time and under certain conditions, to information, access and rectification, opposition, erasure, restriction of processing and portability of all their personal data by writing to Praxinos either using the contact form available on the Website or at the following contact email address: legal@praxinos.coop or to the following mail address: Praxinos, 7 AVENUE DE BLIDA, 57000 METZ, FRANCE

PLEASE NOTE: Processing times will be longer if the application is submitted by mail.

Data subjects also have the right to lodge a complaint regarding the use of their personal data with the CNIL (French Data Protection Authority): Commission Nationale de l'Informatique et des Libertés, 3 Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07 - Tel: 01 53 73 22 22 - Fax: 01 53 73 22 00

Data subjects are invited to consult Praxinos personal data privacy policy upon request.

ARTICLE 12. complaints

In the event of a complaint, the Client may submit their complaint within a maximum period of eight (8) days following the Development Service if the complaint concerns the Development Service, or within a period of eight (8) days following the date of dispatch of the invoice if the complaint concerns invoicing by email: contact@praxinos.coop. Praxinos shall have eight (8) days from receipt of the complaint to respond.

ARTICLE 13. responsibility

In any event, Praxinos shall only be held liable following a final court ruling.

The Client uses the deliverables and the results obtained through the implementation of the deliverable under its sole responsibility, without any recourse against Praxinos. In particular, Praxinos cannot be held liable for any errors, whatever their cause, in the results obtained, which it is the Client's responsibility to verify.

Praxinos shall only be liable for the consequences of its own actions under the Contract and shall not be liable for any indirect damages that may result from the use of the Development Services, including the accidental destruction of data (whether personal or not), which it is the Client's responsibility to back up, loss of profits, image, customers, business, reputation or expected gains, time spent by the Client's employees or service providers, or loss of opportunity. Praxinos shall not be liable for content of any kind produced or rendered by the Client and its users via the Development Services.

The submission of a claim of any kind by the Client does not entitle the Client to refuse or defer payment of any sum arising from the Contract and which has become due and payable.

The Client shall only be liable following a final court decision resulting directly or indirectly from the fraudulent use of a Development Service or a breach of any provision of the Contract by the Client or its users, and shall not be liable for any indirect damages that may result from the use of the Development Services, including loss of profits, image, customer base, business, reputation or expected gains, time spent by employees or service providers, or loss of opportunity.

ARTICLE 14. disputes

These GTC are subject to French law.

Any dispute arising between the parties concerning the validity, performance, non-performance or termination of these GTC, or which may be linked to these elements directly or indirectly, shall require the parties to seek an amicable settlement before taking legal action.

If a party initiates such an action or claim without first attempting to reach an amicable settlement, that action or claim shall be inadmissible, and the judge hearing the case shall stay proceedings until such time as the parties prove to the judge that they have sought an amicable settlement of their dispute.

If the attempt at amicable settlement fails within one (1) month of the dispute arising, it shall be submitted to the jurisdiction of the courts of Metz (57), at the request of the most diligent Party, notwithstanding multiple defendants, the introduction of third parties or emergency proceedings.

ARTICLE 15. loyalty – good faith

In accordance with Article 1112 of the French Civil Code, the parties declare that the initiation, conduct and termination of pre-contractual negotiations have satisfied the requirements of good faith.

Similarly, and in accordance with Article 1104 of the French Civil Code, which is a matter of public policy, the parties acknowledge and agree that this contract shall be performed in good faith.

The parties undertake to always behave towards each other as loyal partners acting in good faith and, in particular, to promptly inform the other party of any dispute or difficulty that may arise in connection with the performance of this contract or their relations with any third parties.

ARTICLE 16. nullity – severability

In the event that any clause of this contract is found or declared to be invalid or in violation of a provision of public policy, said clause shall be deemed null and void and all other clauses shall remain in force.

ARTICLE 17. temporary waiver of a right

The fact that one of the parties does not exercise, on one or more occasions, the rights, options, claims or actions reserved to it under this contract shall not be interpreted as a waiver or refusal to avail itself of said right, exercise said option, make said claim or take said action.