Terms and Conditions of Service (CGV)

Article 1. Identity of the Service Provider

These terms and conditions of service (the "CGV", conditions générales de prestation de services) are those of:

LIVA Holding SAS, a French simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 1,000, registered with the Trade and Companies Register (RCS) of Amiens under number 106 188 980, whose registered office is located at 2 rue des Chenevières, 80110 Thennes, France (SIRET: 106 188 980 00010), providing technology services under the trade name "JetStream Technologies" (the "Provider").

Contact: [email protected] · Website: jetstream-tech.com

Article 2. Purpose and Scope

2.1. The CGV govern all services provided by the Provider to its business clients (the "Client"), including: design and development of specialised software for the aviation industry, dashboards and data analytics solutions, information system migrations, data integration and synchronisation between platforms, and maintenance and related consulting services (the "Services").

2.2. The CGV apply, without restriction or reservation, to any Service covered by a quotation issued by the Provider and accepted by the Client. They prevail over any document issued by the Client, including its general terms of purchase, unless the Provider has agreed otherwise in writing beforehand.

2.3. The special conditions set out in the quotation (scope, deliverables, schedule, invoicing schedule, specific conditions) supplement these CGV and prevail over them in the event of a conflict.

2.4. The Services are intended exclusively for professionals within the meaning of the French Consumer Code. The Client acknowledges that it is contracting for purposes falling within the scope of its professional activity.

Article 3. Quotation, Order and Down Payment

3.1. Each Service is the subject of a written quotation specifying the scope, deliverables, indicative schedule and price. Unless otherwise stated, the quotation is valid until the date indicated on it or, failing that, for ninety (90) days from its issue.

3.2. The order is formed when the Client returns the quotation signed with the words "Bon pour accord" (agreed and approved), or by any other written means expressing its unreserved acceptance.

3.3. Unless otherwise stipulated in the quotation, an acompte (down payment) of thirty per cent (30%) of the total amount is due upon ordering and is invoiced as a down-payment invoice. The start of the Services is conditional upon its receipt in cleared funds.

3.4. Any request to change the scope during performance is the subject of an amendment or an additional quotation. Out-of-scope requests are invoiced at the current hourly rate stated in the quotation.

Article 4. Prices

4.1. Prices are expressed in euros and exclusive of tax. They cover all Services described in the quotation, to the exclusion of anything not expressly mentioned in it (in particular third-party software licences, hardware, hosting and the Client's infrastructure costs).

4.2. Services not covered by a fixed price and additional out-of-scope requests are invoiced on a time-and-materials basis at the hourly rate stated in the quotation.

4.3. Discounts and commercial gestures granted in a quotation are specific to the order concerned and create no acquired right for subsequent orders.

Article 5. VAT

Prices are expressed exclusive of tax. VAT is applied in accordance with the regulations in force on the invoicing date; the applicable VAT regime is stated on each invoice.

Article 6. Invoicing and Payment Terms

6.1. Unless a specific schedule is provided for in the quotation, invoicing takes place as follows: a down payment upon ordering, then invoicing as phases are delivered, each delivery being recorded in a procès-verbal de réception (acceptance report) signed by both parties, which triggers invoicing of the corresponding instalment.

6.2. Invoices are payable by bank transfer, within thirty (30) days end of month from their date of issue, to the account whose details appear on the invoice.

6.3. No discount is granted for early payment.

Article 7. Late Payment

7.1. Any late payment automatically gives rise, without prior formal notice, to: (i) late-payment penalties calculated at three (3) times the statutory interest rate in force, due from the day following the due date; and (ii) a fixed recovery-cost indemnity of forty euros (EUR 40) per unpaid invoice, in accordance with Articles L441-10 and D441-5 of the French Commercial Code, without prejudice to additional compensation upon supporting evidence if the costs actually incurred are higher.

7.2. If payment is more than fifteen (15) days overdue after a formal notice has remained without effect, the Provider reserves the right to suspend performance of the Services in progress until full payment, without such suspension being deemed a termination of the contract or entitling the Client to compensation, the performance deadlines being extended accordingly.

Article 8. Performance of the Services and Deadlines

8.1. The Provider undertakes to deploy the skills and the human and technical resources reasonably necessary for the proper performance of the Services, which it performs in accordance with best professional practice and the scope defined in the quotation. Unless expressly agreed otherwise, the Provider is bound by a best-efforts obligation (obligation de moyens).

8.2. The deadlines and schedules stated in the quotation are indicative. The Provider is not responsible for delays resulting from: (i) the Client's failure to cooperate (Article 9); (ii) the unavailability of access, environments, data or contact persons under the Client's responsibility; (iii) the actions of third parties (software vendors, suppliers, the Client's service providers); or (iv) force majeure. Deadlines are then extended by the duration of the impediment.

8.3. The Provider may, for the performance of the Services, use selected technical subcontractors offering appropriate guarantees (in particular hosting and infrastructure services). It remains liable to the Client for the performance of the Services so subcontracted.

Article 9. Obligations of the Client

9.1. The Client shall actively cooperate in the performance of the Services and undertakes in particular to: provide, within timeframes compatible with the schedule, the information, data, access, accounts and environments required; designate a contact person authorised to take decisions; and take part in progress meetings and acceptance operations.

9.2. The Client is responsible for the licences, subscriptions and contracts relating to third-party software and services used in the project (in particular business platforms, management tools and hosting), as well as for their costs.

9.3. Where the quotation provides that processing is carried out on infrastructure supplied by the Client (a dedicated server within its own network), the Client is responsible for the supply, availability, security and backup of that infrastructure.

9.4. Business regulatory compliance of the Client's processes and content (in particular with the requirements of civil aviation authorities such as EASA) remains the Client's sole responsibility, unless a compliance assignment is expressly entrusted to the Provider in the quotation.

Article 10. Acceptance of Deliverables

10.1. Each phase or deliverable identified in the quotation goes through an acceptance procedure: the Provider notifies the Client of the delivery, and the Client has ten (10) business days to verify it and either sign the procès-verbal de réception (acceptance report) or give reasoned notice of its reservations.

10.2. If no reservations are notified within that period, or if the Client uses the deliverable in production, acceptance is deemed to have occurred and invoicing of the corresponding instalment is triggered.

10.3. Reasoned reservations relating to non-conformities with the scope of the quotation are corrected by the Provider within a reasonable time, at no additional cost. A new acceptance procedure is then carried out on the corrected items.

Article 11. Warranty

The Provider warrants the correction of reproducible defects relative to the specifications of the quotation that are reported by the Client, for a period of three (3) months from acceptance of the deliverable concerned. This warranty does not cover: defects resulting from a modification of the deliverable by the Client or a third party, from non-conforming use, or from changes to third-party systems, software or APIs with which the deliverable interfaces, nor requests for enhancements. Any work outside the warranty is invoiced at the current hourly rate.

Article 12. Maintenance and Support

12.1. Maintenance and support services (correction of defects beyond the warranty period provided for in Article 11, corrective maintenance, enhancement maintenance, user assistance) are owed only where they are expressly provided for in the quotation or in a separate maintenance contract, which defines their scope, the service levels (response and recovery times), the support hours and the rates.

12.2. In the absence of such a commitment, maintenance and assistance work is carried out on request, subject to the Provider's availability, and invoiced on a time-and-materials basis at the current hourly rate.

12.3. Enhancement maintenance (maintenance évolutive: new features, adaptations to new requirements) is the subject of an additional quotation.

Article 13. Confidentiality

13.1. Each party undertakes to keep confidential the information, documents and data of the other party of which it becomes aware in connection with the contract, to use them only for the purposes of performing the Services, and not to disclose them to any third party without prior written consent, throughout the term of the contract and, after its end, for as long as such information has not entered the public domain through no fault of the party that received it.

13.2. These provisions constitute a confidentiality undertaking between the parties. If a separate non-disclosure agreement were to be concluded between them, its provisions would prevail over this article.

Article 14. Personal Data

14.1. Each party undertakes to comply with the applicable regulations on the protection of personal data, in particular Regulation (EU) 2016/679 (the "GDPR") and French Law No. 78-17 of 6 January 1978, as amended.

14.2. Where the Provider processes personal data on behalf of the Client in connection with the Services, it acts as a processor within the meaning of Article 28 of the GDPR: it processes the data only on the Client's instructions and solely for the purposes of the Services, implements appropriate technical and organisational measures, preserves the confidentiality of the data and, at the end of the Services, deletes or returns the data as the Client chooses. Unless otherwise stipulated in the quotation, the Client's data are processed on the infrastructure designated by the Client and are neither stored nor hosted outside it.

14.3. The Client warrants that it holds all the rights, authorisations and legal bases required for the processing of the data it entrusts to the Provider in connection with the Services, and indemnifies the Provider against any claim in that respect.

Article 15. Intellectual Property

15.1. Principle. The Provider's methods, know-how, tools, libraries and generic components, whether pre-existing or developed on a cross-project basis, remain in all circumstances the exclusive property of the Provider. Only the specific developments carried out for the Client under the quotation may be the subject of an assignment of rights, where the quotation expressly so provides.

15.2. Default licence. Unless otherwise stipulated in the quotation, the Provider grants the Client, subject to full payment of the price, a non-exclusive, non-transferable licence to use the deliverables for its own needs, for the entire statutory term of protection of the rights. Where generic components of the Provider are incorporated into the deliverables, this licence covers their use as part of the deliverables.

15.3. Assignment of specific developments. Where the quotation expressly provides for an assignment, that assignment covers, subject to full payment of the price, all economic rights (reproduction, representation, adaptation, exploitation) attached solely to the specific developments, including their source code, for the entire statutory term of protection and for the whole world. It does not under any circumstances extend to the elements referred to in Article 15.1.

15.4. Data and third-party components. The Client retains in all circumstances full ownership of its data; no technical dependency on the Provider is deliberately created. No Client data is used to train artificial intelligence models, whether the Provider's or those of third parties, without the Client's prior written authorisation. Open-source or third-party licensed components incorporated into the deliverables remain governed by their own licences, which the Client undertakes to comply with.

Article 16. Liability

16.1. The Provider's liability may be incurred only in the event of proven fault and is limited to the direct damage suffered by the Client. It is capped, for all losses and all triggering events combined, at the amount exclusive of tax actually paid by the Client under the quotation concerned during the last twelve (12) months.

16.2. The Provider shall not be liable for indirect damage, including loss of business, loss of revenue, loss of data, or commercial or reputational harm, nor for damage resulting from the actions of the Client or of third parties, in particular: systems, software and infrastructure supplied or operated by them; a lack of security in the Client's IT environment; erroneous configuration or use of the deliverables by the Client; or the interruption or failure of third-party providers' services.

16.3. The Client remains solely responsible for the operational use of the deliverables in its business, in particular its aviation activities, and for maintaining backups of its data where the infrastructure is under its responsibility. The Provider is not required to keep a copy of the Client's data after the end of the Services, unless otherwise agreed.

16.4. The cap and the exclusions provided for in this article do not apply in the event of fraud (dol), gross negligence (faute lourde) or intentional fault on the part of the Provider, nor in cases where the law prohibits limiting or excluding liability.

Article 17. IT Security

17.1. In the design and production of the deliverables, the Provider implements security best practices consistent with the state of the art.

17.2. The Client acknowledges that no computer system is free of vulnerabilities and that the Provider guarantees neither the total absence of security flaws nor the impossibility of a cyberattack, hacking or unauthorised access. The Provider shall not be liable for damage resulting from a cyberattack, intrusion or compromise affecting the systems, networks or accounts of the Client or of its suppliers, except in the event of proven fault on the part of the Provider.

17.3. The security of the operating environment (infrastructure, networks, workstations, management of access and credentials) is the Client's responsibility where it is under the Client's control.

17.4. Each party shall inform the other without delay of any security incident of which it becomes aware and which is likely to affect the Services, the deliverables or the other party's data.

Article 18. Artificial Intelligence

18.1. Where the Services or the deliverables incorporate or use artificial intelligence tools, their outputs constitute decision support and not an opinion or a decision. The Client remains solely responsible for verifying the outputs produced and for the decisions taken on the basis of those outputs, in particular in the context of its operational and regulatory activity.

18.2. Outputs produced by artificial intelligence tools must undergo human validation before any operational or regulatory use. No regulatory or safety-related decision may be taken solely on the basis of an output produced by an artificial intelligence.

Article 19. Aviation Use and Safety-Critical Systems

19.1. Unless expressly stipulated in the quotation or in a specific contract, the Services and the deliverables do not constitute certified software within the meaning of the applicable aviation regulations (in particular those of EASA or the FAA) and have not undergone any aviation certification procedure.

19.2. The deliverables are not intended to be used as an aircraft control system, an airborne system or a system critical to flight safety, unless otherwise expressly accepted by the Provider in the quotation. Any use of the deliverables in such a context without that express acceptance is the Client's sole responsibility.

Article 20. Availability

Unless a service level commitment is expressly provided for in the quotation or in a maintenance contract concluded under Article 12, the Provider is under no obligation to ensure the permanent availability of the deliverables or of its services, and interventions are carried out under the conditions set out in the said Article 12.

Article 21. Reversibility and Business Continuity

21.1. At the Client's request and subject to a quotation, the Provider shall provide reasonable reversibility assistance (assistance à la réversibilité) to enable the migration of the Client's data and, where applicable, deliverables to another solution or another provider.

21.2. In the event of the definitive cessation of the Provider's activity, the Provider shall cooperate reasonably to enable the Client to recover the data and deliverables belonging to it.

Article 22. Force Majeure

Neither party may be held liable for a failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code. The affected party shall inform the other without delay; the obligations are suspended for the duration of the event. If the impediment lasts longer than sixty (60) days, either party may terminate the current order by operation of law, with the Services already performed remaining due.

Article 23. Termination

23.1. In the event of a serious breach by a party of its obligations, not remedied within thirty (30) days of written formal notice, the other party may terminate the order by operation of law, without prejudice to any damages.

23.2. In the event of termination, whatever the cause, the Services performed up to the effective date of termination are due by the Client, including on a pro rata basis for phases that have been started. The down payment remains vested in the Provider if the termination is attributable to the Client.

Article 24. Commercial Reference

The Provider may mention the Client's name and logo as a commercial reference only with the Client's prior written authorisation. Any broader joint communication (case study, press release) is subject to prior agreement, where appropriate formalised in the quotation.

Article 25. Non-Solicitation of Staff

For the term of the contract and for twelve (12) months after its end, each party shall refrain from directly or indirectly soliciting or hiring a member of the other party's staff who took part in the performance of the Services, unless agreed otherwise in writing beforehand.

Article 26. Export Control

Each party undertakes to comply with the applicable regulations on export control and international sanctions, and warrants that it is not subject to any sanction measure prohibiting it from performing the contract.

Article 27. Miscellaneous

27.1. If any provision of the CGV were to be declared void or unenforceable, the other provisions would remain in full force.

27.2. The Provider's failure to invoke a breach by the Client does not constitute a waiver of its right to invoke it at a later date.

27.3. The Provider may amend these CGV; the version applicable to an order is the version in force on the date the corresponding quotation is issued.

Article 28. Governing Law and Jurisdiction

These CGV and any order governed by them are subject to French law. Failing amicable resolution within thirty (30) days of written notification of a dispute, any dispute relating to their interpretation or performance shall fall within the exclusive jurisdiction of the tribunal des activités économiques d'Amiens (Amiens economic activities court), notwithstanding multiple defendants or third-party claims.