General Terms and Conditions of Sale

The following words and expressions beginning with a capital letter, in the singular or plural, are used in these GTC with the following meaning: "Client": means any professional (natural or legal person) acting for their professional needs and within the framework of their professional activity who places an Order for Products or Services with CLEAVR. "French Client": Any natural or legal person domiciled or having their registered office in France, or any entity whose services are governed by French legislation, particularly in terms of taxation, commerce, and business law. This definition also includes entities subject to French VAT. "Product or Service or Service Provision": means debt collection services, digital tools and any other Products or Services or Service Provisions offered to a Client by CLEAVR. "Order": means any order for Products or Services placed by a Client with CLEAVR materialized by the signature of the GTC. "GTC": means these general terms and conditions of sale. "Contract": means these GTC and potential Special Conditions, together governing the relationship between the Parties. "Consultation": Online viewing of the Data concerned. "Judicial Commissioner": Any natural or legal person mandated by CLEAVR to provide debt collection services. The judicial commissioner acts as an independent service provider and is not considered an employee. "Debt": means a sum of money owed to the Client by a debtor, certain (actually existing), liquid (determined amount) and due (maturity reached), in accordance with article L. 111-1 of the Civil Enforcement Procedures Code. "Subscription": means the subscription allowing the Client to access a Product or Service or Service Provision for an indefinite period, under the conditions and limits defined in the GTC and Special Conditions.

The purpose of these GTC is to define, in addition to possible Special Conditions, the conditions under which the Products or Services or Service Provisions are carried out by CLEAVR, in exchange for remuneration by the Client provided for in these same GTC. The GTC are accepted by the Client prior to any Order. They undertake to read them before placing an Order. Any Order placed as well as any Contract concluded with CLEAVR implies the full and unconditional acceptance by the Client of these GTC. No other document, such as purchasing conditions or any other document from the Client, may be taken into account. The Contract is applicable subject to any contrary stipulation appearing in the Special Conditions concluded between the Provider and the Client concerned. Any derogation from the GTC and the Special Conditions is devoid of any legal value unless prior written agreement from the Provider. The Provider reserves the right to modify the GTC at any time. Unless otherwise stipulated in the Special Conditions, the version of the GTC applicable is the one in force on the date of placing the Order. The Provider undertakes to implement all means at its disposal to carry out the service that is the subject of the Order signed by the Client. The Client undertakes to provide the Provider with all useful and necessary information for the proper execution and compliance with the execution deadlines of the service that is the subject of the Order signed by the Client. The Provider cannot be held responsible for any damage or financial loss resulting from a delay in execution or non-execution of all or part of the service, if this delay is due to events or causes beyond its reasonable control. For certain services, the Provider reserves the right to use subcontractors. Relations with these third parties will be managed entirely by the Provider. CLEAVR remains the exclusive owner of the platform, the AI and all associated developments. The Client benefits from a non-exclusive, revocable license limited to internal use during the term of the Contract. Any reproduction or modification is prohibited. This Contract does not entail any transfer of these intellectual property rights to the Client. Consequently, the Client is prohibited from any reproduction, use, or representation, in whole or in part, of these elements without prior written authorization from the Provider. CLEAVR may evolve the platform (corrective or functional updates) without degrading essential services, with notification to the Client for substantial changes.

CLEAVR is a technological debt collection company and as such offers a debt recovery platform through which it performs debt collection services. The company puts its expertise at the service of its Clients and as such makes available to them all its services and products, in particular debt collection via a network of judicial commissioners and the deployment of technical solutions in connection with the objectives that will have been defined in advance between the Client and the Provider (e.g.: automation of the debt collection process, provision of data on the debtor, etc.). CLEAVR carries out its activity via partner judicial commissioner offices, in compliance with articles L.124-1 and R.124-7 of the Civil Enforcement Procedures Code. To use the service, the Client gives CLEAVR a mandate to collect its debts amicably, in accordance with articles 1984 et seq. of the Civil Code. This mandate commits CLEAVR to an obligation of means.

The prices of Products or Service Provisions are indicated including all taxes and in euros. For international Orders where VAT does not apply, the Client will be responsible for any locally applicable tax or duty. All Orders, regardless of their origin, are payable in euros. Prices are firm and non-revisable, as indicated at the time of placing the Order. They are calculated on a variable basis on the total invoice amount and are indexed to the age of the invoices entrusted to CLEAVR. For its service, the Client will pay CLEAVR remuneration based on the results obtained. The pricing applicable to each recovered debt is established as a percentage, determined according to the age of the debt, as follows: • Claims up to 45 days: 10.8% • Claims from 45 days to 3 months: 15.9% • Claims from 3 to 6 months: 20.6% • Claims from 6 to 12 months: 25.7% • Claims from 12 to 18 months: 27.5% • Claims of 18 months and over: 29.2% Commissions are payable within 30 days following actual recovery. In case of delay, penalties at the legal rate plus 3 points, plus a flat-rate compensation of €40 (art. L.441-10 Commercial Code). No fees are due if no payment is received on the debt and if it has never reached the "in progress" (or "in process") status on the CLEAVR platform. As soon as the debt reaches the "in progress" (or "in process") status, the commission becomes fully due from any subsequent payment, regardless of its origin or channel (including direct payment to the Client or amicable agreement outside the platform). The commission also remains due in case of interruption of the procedure by the Client without valid reason.

CLEAVR undertakes to perform the service with all the care customary in its profession and to comply with the rules of the art in force. Furthermore, subject to any mandatory legal provision to the contrary, it is expressly specified that the Provider is only bound by an obligation of means and not of result, unless explicit written agreement or legal provision imposing an obligation of result. The Provider cannot under any circumstances be held liable for indirect, incidental, special, or consequential damages, including but not limited to, any loss of profits, margin, turnover, customers, expected savings, receivables, or opportunities, as well as any commercial, financial or image damage, an increase in overheads, or any other loss or shortfall suffered by the Client, even in the case where the Provider had been informed of the possibility of such damages. Furthermore, the Provider's liability cannot be engaged in case of recourse by a third party against the Client, such recourse being expressly considered as indirect damage excluded from the scope of the Provider's liability. The Provider also disclaims any liability for damages resulting from fault, negligence or failure in the performance of the service under this Contract, including in case of fault by the Provider, except in case of intentional fault duly proven (fraud). The Client thus expressly waives any recourse against the Provider for indirect damages of any nature whatsoever and agrees to assume alone all the risks related to their activity, including the consequences of recourse exercised by a third party. The Client undertakes to indemnify and hold harmless the Provider from any claim, action, liability, loss, damage, cost or expense (including legal fees) incurred by the Provider as a result of a third party claim arising from the use of Products or Services or Service Provisions by the Client, including, but not limited to, claims related to violation of intellectual property rights, data protection breaches, or misuse of services. In the event that third party claims are made against the Provider due to the actions or omissions of the Client, the Client will assume full responsibility for covering the related costs, including but not limited to, legal fees, settlement amounts, and any conviction. The Provider reserves the right to request immediate reimbursement of all sums paid in connection with these claims, the Client being required to make this payment within seven (7) days of receiving the reimbursement request. In any event, in case of the Provider's liability being engaged for any reason whatsoever, the total compensation that may be charged to it cannot in any case exceed €10,000 or 50% of the total amount actually paid by the Client for the service concerned, whichever is lower. The Client acknowledges that under no circumstances can the Provider be held liable for indirect or consequential damages, including but not limited to, loss of profits, loss of business opportunities, loss of turnover, loss of customers, degradation of image or reputation, or increase in operating costs. The Client assumes the risks of such damages and explicitly waives any claim in this regard against the Provider. The Client undertakes to provide the Provider, within the agreed deadlines, with all information and documents necessary for the proper execution of the services and the proper understanding of the issues raised. The Provider's liability cannot be engaged in the following cases: • An error resulting from a lack of information or erroneous information provided by the Client; • A delay caused by the Client, which would prevent compliance with agreed or legally prescribed deadlines. The Client guarantees to the Provider that they have all the rights, authorizations and licenses necessary to allow the Provider to access, process, use and act on all data, tools, services, sites, brands, or any other element made available under the Contract. The Client also guarantees that the use of these elements by the Provider, within the framework of the requested actions, does not contravene any third party rights or any legislation in force. The Client is solely responsible for the professional and personal data they transmit to CLEAVR, for their accuracy, validity, legality and for obtaining the authorizations necessary for their collection, transmission and use (including the consent of the persons concerned where applicable, in accordance with GDPR). The Client grants CLEAVR a non-exclusive license to use this data for the sole purposes of executing the Contract, under the exclusive responsibility of the Client. CLEAVR cannot be held responsible for the consequences, damages or claims resulting from errors, inaccuracies or illegalities in the data provided by the Client, particularly in case of erroneous contacts with third parties based on this information. The Client is required to designate an available representative with decision-making authority, who will be the main contact of the Provider in managing relations during the execution of the Services. The Client may not modify, during the execution of the Services, their nature or the terms of provision, except with prior written agreement from the Provider. The Client undertakes to pay for the Services in accordance with the terms specified herein. The Client has taken care to subscribe to insurance covering all the harmful consequences of acts for which they could be held responsible under these terms. Given the nature of the services performed, the Provider's obligation is an obligation of means. The Provider undertakes to perform the services in accordance with the rules of the art and under the best conditions, in accordance with the terms and conditions of the agreement, as well as in compliance with applicable legal and regulatory provisions. Each party is responsible to the other for any breach of its obligations under this Contract. For Products or Services or Service Provisions provided online, the Provider cannot be held responsible for technical incidents that may occur on networks over which it has no control (telecommunications, electricity, internet access providers, banks or others). The Provider's liability cannot be engaged in case of force majeure, in the broad sense of this notion, or for facts beyond its control, or which would not be directly attributable to a fault on its part, particularly in case of interruption and/or temporary unavailability of access to online Products or Services or Service Provisions offered by the Provider.

Waiver: The fact that one of the Parties does not invoke one or more provisions of the Contract does not constitute a waiver of invoking the entire said Contract. Tolerance: The fact that one of the Parties tolerates non-performance or imperfect performance of the Contract or more generally tolerates any act, abstention or omission of the other Party not in accordance with the provisions of this Contract cannot confer any right on the Party benefiting from such tolerance.

Cleavr undertakes to implement all technical, organizational and contractual measures necessary to guarantee the security, confidentiality and integrity of data exchanged under this contract, in particular information relating to the Client and their customers. In this respect, CLEAVR acts as a subcontractor within the meaning of article 4 of the General Data Protection Regulation (GDPR) No. 2016/679, the Client being the data controller. CLEAVR processes data only on documented instructions from the Client and for the debt collection purposes defined in the Contract. The categories of data processed include: identification data (name, address, email, phone), financial data (invoices, amounts due) and data relating to debtors. The persons concerned are the Client's customers and debtors. CLEAVR works with carefully selected partners, notably Stripe (for payment processing) and partner judicial commissioners (for recovery actions), who are themselves bound by the highest standards of security, data protection and regulatory compliance. In case of data transfer outside the EU/EEA, CLEAVR uses the Standard Contractual Clauses (SCC) of the European Commission to guarantee an adequate level of protection. All processed data is protected against any unauthorized access, disclosure, alteration or destruction, in accordance with legal and regulatory obligations in force, notably those provided for by the GDPR. CLEAVR implements measures such as encryption, access controls, regular audits and pseudonymization when appropriate. In case of a personal data breach (data breach), CLEAVR notifies the Client without undue delay and no later than 72 hours after becoming aware of the incident, providing the necessary details to enable the Client to notify the CNIL if required (art. 33 GDPR). CLEAVR cooperates fully with the Client to manage the incident. Data is retained for the duration of the Contract and up to 5 years after its end to comply with legal obligations (e.g., statute of limitations for debts). At the end of the Contract, CLEAVR returns or destroys the data at the Client's request, and provides a certificate of destruction. Furthermore, CLEAVR undertakes to implement all reasonable means to ensure continuous availability of the Service at 100% (excluding scheduled maintenance). Maintenance operations may result in temporary interruption of the Service; they will, except in case of emergency, be notified to the Client with at least 48 hours' notice. In case of a major incident impacting the availability of the Service, CLEAVR will endeavor to inform the Client as soon as possible and implement all necessary measures for its restoration. The Client acknowledges that this obligation is an obligation of means. CLEAVR ensures corrective and evolutionary maintenance of the Service to guarantee its proper functioning and compliance with current security standards. CLEAVR guarantees that the artificial intelligence tools used in the context of the Service are developed and operated in accordance with the principles of transparency, fairness and traceability defined by the future European AI Regulation (AI Act). CLEAVR commits in particular to: • document the learning and automated decision-making logics used; • ensure that no automated decision produces legal effect without human intervention; • provide the Client, upon request, with the information necessary to demonstrate the Service's compliance with applicable requirements.

Each party undertakes to keep confidential all information exchanged under this contract (including technical, commercial and personal data) throughout the duration of the collaboration and for a period of 5 years after its termination, except for legal obligations (e.g., judicial disclosure) or information already public through no fault of the party.

The Parties expressly agree that the Contract does not designate and cannot be interpreted as designating one of the Parties as agent, commercial agent, legal representative or employee of the other Party, for any purpose whatsoever; it does not constitute a business group or consortium nor a joint venture or partnership agreement. The Parties declare and acknowledge that they are and will remain, throughout the duration of the Contract, independent commercial and professional partners, each assuming the risks of their own activity.

If one or more provision(s) of the GTC proves to be null or unenforceable by virtue of a law or regulation or following a court decision or arbitration award, the other articles will retain their full force and effect and the said GTC will be modified accordingly. This contract cancels and replaces any prior agreement relating to its subject matter.

Disputes that may arise in the context of contractual relations established between the Client and the Provider should be resolved, as far as possible, amicably. The parties undertake to attempt mediation before any legal action, via a mediator approved by the Paris Mediation and Arbitration Center (CMAP) or equivalent, at shared costs. In the absence of amicable settlement or mediation within thirty (30) days from notification by one of the parties, all disputes to which the Contract may give rise, concerning its validity, interpretation, execution, termination, as well as their consequences and follow-up, will be submitted to the exclusive jurisdiction of the Paris Judicial Court, even in case of plurality of defendants or warranty call.

The Contract, the GTC, the Special Conditions and the operations arising therefrom are governed and subject to French law, to the exclusion of any conflict of laws rule. For international Clients, French law also applies, and the parties waive invoking any other jurisdiction. The contract is written in French, and in case of translation into one or more foreign languages, only the French text shall prevail in case of dispute.