GENERAL TERMS OF SERVICE
NOMADIA PROTECT ONE

Self-service offering – Free Trial & Subscription

Version 1 - effective as of 1 September 2026

Publisher of the Solution: Nomadia Group SAS — Share capital: EUR 8,804,440.00 — Créteil Trade and Companies Register (RCS) – SIRET 884 911 116 00025

Registered office: 40 rue Eugène Dupuis, 94000 Créteil, France

support@nomadia-group.com | www.nomadia-group.com

PREAMBLE

These General Terms of Service (hereinafter the "GTS") govern access to and use of the Nomadia Protect ONE offering, a lone worker protection software solution (PTI/DATI) published by Nomadia Group SAS (hereinafter "Nomadia").

The Nomadia Protect ONE offering is a self-service offering accessible directly from the online portal https://protect-one.nomadia-app.com/npcbo/ (hereinafter the "Portal"). It is intended exclusively for professionals (companies, public bodies, associations, self-employed professionals) for their internal business needs.

The GTS, the online subscription form completed by the Client and, where applicable, the order summary issued by the Portal together constitute the agreement binding the Client to Nomadia (hereinafter the "Agreement").

Subscribing to the Nomadia Protect ONE offering, whether in its Free Trial version or as a paid subscription, entails full, complete and unreserved acceptance of these GTS. The Client acknowledges having read the GTS prior to any subscription and having had access to all the information necessary to give its informed consent.

The GTS prevail over any other provision and in particular over any pre-printed document or general terms of purchase of the Client, which are expressly rejected and unenforceable against Nomadia.

ARTICLE 1 – DEFINITIONS

Capitalised terms used in the GTS have the following meaning:

Term	Definition
Subscription	means the Client's paid subscription to the Nomadia Protect ONE offering under the pricing terms in force, in its monthly or annual plan.
Client Account	means the account created by the Client on the Portal upon subscription. The Client Account comprises (i) the "product" dimension (configuration of the Solution, management of Users, usage data, alarm histories, etc.) and (ii) the "billing" dimension (administrative and contractual information, payment method, invoices, credit notes) of the Client.
Client Data	means all data and information, including Personal Data, transmitted, entered, imported or generated by the Client and its Users in connection with the use of the Solution.
Personal Data	means any personal data within the meaning of Regulation (EU) 2016/679 (GDPR).
Documentation	means all documents and materials describing the features, conditions of use and configuration procedures of the Solution, made available to the Client from the Portal (administrator and user guides, FAQ, tutorials, technical sheets, etc.).
Free Trial	means the free trial period of fifteen (15) calendar days offered by Nomadia to Clients wishing to test the Solution under the conditions set out in Article 4 hereof.
Credentials	means the login identifier (e-mail address) and the personal, confidential password assigned to each User to access the Solution.
Licence	means the right to use the Solution assigned on a named basis to a User. The number of Licences subscribed determines the maximum number of Users who may access the Solution simultaneously.
Party / Parties	means individually Nomadia or the Client and collectively Nomadia and the Client.
Commitment Period	means, depending on the plan chosen, a period of one (1) month for the monthly subscription or twelve (12) months for the annual subscription, as defined in Article 8 hereof.
Portal	means the website https://protect-one.nomadia-app.com/npcbo/ from which the Client subscribes, manages its Client Account and accesses the Solution.
Solution	means Nomadia's proprietary software marketed under the name "Nomadia Protect" in its self-service "ONE" offering, its features, its mobile application, its web administration interface and the associated Documentation.
User	means any natural person who is an employee, agent, service provider or member of staff of the Client, authorised by the Client to access the Solution using personal Credentials and whose access consumes one (1) Licence.

ARTICLE 2 – PURPOSE OF THE AGREEMENT

The purpose of the GTS is to define the conditions under which Nomadia makes the Nomadia Protect ONE Solution available to the Client, in its Free Trial version and then, where applicable, under a Subscription, as well as the conditions for subscribing to, paying for, changing and terminating the Agreement.

The Solution is provided in SaaS mode (Software as a Service), hosted by Nomadia or its subcontractors, and accessible remotely via an internet connection. It comprises two inseparable components: (i) a Nomadia Protect mobile application installed on Users' smartphones (supported Android and iOS versions as indicated in the Documentation), used in the field for event detection, alarm triggering and geolocation, and (ii) a web administration interface accessible from the Portal for configuration, supervision and reporting.

ARTICLE 3 – DESCRIPTION OF THE NOMADIA PROTECT ONE SOLUTION

Nomadia Protect ONE is a digital lone worker protection solution (PTI) and lone worker alarm device (DATI), designed to ensure the safety of staff working alone.

3.1 Main features

Subject to change, the Solution includes in particular the following features, accessible from the Nomadia Protect mobile application and the web administration interface:

a) Automatic event detection and alarm triggering

• Fall detection for the smartphone wearer.
• Prolonged immobility detection ("loss of verticality").
• Configurable pre-alarm and scheduled alarm at defined intervals.
• Manual SOS emergency call button from the mobile application.
• Compatibility with Bluetooth devices and beacons to enhance detection.

b) Geolocation and traceability

• Real-time GPS location of the wearer and trace history.
• Real-time mapping of connected Users.
• Management of zones, points of interest and proximity beacons.

c) Supervision and remote monitoring

• Web administration interface and centralised dashboard.
• Remote monitoring module for escalating alerts to an internal security control room or an external partner monitoring station.
• Notifications by e-mail and push (unlimited) and by SMS (within a flat-rate monthly quota included in the Subscription, specified on the Portal, and only to numbers geographically located within the European Union). SMS messages beyond the monthly quota or to destinations outside the European Union are not supported by the Solution.
• Management of instructions and response procedures per User.

d) Reporting and analysis

• Statistics on usage, events and duration of use.
• Battery life and network coverage indicators.
• Customisable extraction and reporting module.
• Webhook for integration with third-party systems.

e) Administration and User management

• Creation, modification, suspension and deletion of Users (within the limit of the Licences subscribed).
• Software management of smartphones, profiles, schedules and services (application configuration, provisioning of User accounts, updates to the Solution). Such management relates exclusively to the software component of the Solution: it expressly excludes any service relating to the management, maintenance or warranty of the Client's hardware fleet (supply, replacement, repair, breakage, damage, theft, loss or failure of smartphones and accessories), which remain the Client's sole responsibility and at its sole expense.

The "Multi-account" features (management of multiple entities within a single Client Account) and the "Tags & Forms" modules (tags, custom forms, learning reports and guard tours) are not included in the Nomadia Protect ONE offering. These features remain reserved for Nomadia Protect offerings marketed through the historical direct sales channel and cannot be activated on a Protect ONE Client Account.

3.2 Technical prerequisites

Use of the Solution requires: (i) the provision by the Client of a compatible smartphone (recent Android and iOS versions as specified in the Documentation) for each User, (ii) an internet connection and a mobile data plan at the Client's expense, (iii) activation of the necessary permissions on the smartphone (geolocation, accelerometer, notifications, background operation).

The Client is solely responsible for supplying, maintaining and configuring the equipment and telecom subscriptions used by its Users.

3.3 Changes to the Solution

Nomadia reserves the right, as part of the continuous improvement of the Solution, to develop, modify, correct, update or enhance the features of the Solution. Such changes are automatically made available to the Client at no additional cost provided they fall within the scope of the plan subscribed.

Nomadia reserves the right to withdraw or replace any feature that has become obsolete, subject to reasonable prior notice to the Client by any means (notification on the Portal, e-mail, etc.).

ARTICLE 4 – NOMADIA PROTECT ONE FREE TRIAL

4.1 Eligibility conditions

Nomadia offers professional Clients interested in the Solution the opportunity to test it free of charge, for evaluation purposes only, under the conditions set out below (the "Free Trial").

The Free Trial is strictly reserved for legal entities and professionals acting for their internal business needs. It is not available to consumers within the meaning of the French Consumer Code. Only one Free Trial period may be taken out per legal entity. Nomadia reserves the right to refuse or revoke a Free Trial in the event of suspected fraud, multiple subscriptions or any misuse of the evaluation purpose.

4.2 Duration of the Free Trial

The Free Trial is granted for a period of fifteen (15) calendar days from the date on which the Client activates its Client Account on the Portal.

Exceptionally, and upon a reasoned request from the Client sent to Nomadia before the Free Trial expires, Nomadia may, at its sole discretion, grant a single extension for an additional period of five (5) calendar days, non-renewable. The total cumulative duration of the Free Trial may not under any circumstances exceed twenty (20) calendar days.

Upon expiry of the Free Trial (or its extension), access to the Solution is automatically suspended by operation of law, unless the Client takes out a Subscription under the conditions of Article 6.

4.3 Free Trial limitations

The Free Trial is granted within the following strict limits:

• Maximum number of Users: five (5) named Users, simultaneously active.
• Functional scope: access to all standard features of the Nomadia Protect ONE offering, excluding any optional or premium feature and any paid external remote monitoring service.
• Data volume: Client Data generated during the Free Trial must remain at a level consistent with normal evaluation use by five (5) Users over fifteen (15) days.
• Support: the Free Trial includes limited standard support (online documentation, FAQ, e-mail support during business hours); no service level commitment (SLA) is granted during the Free Trial.
• Usage: the Free Trial is reserved for non-production use, for evaluation purposes. Any use for operational production purposes during the Free Trial is at the Client's sole risk.

4.4 Absence of warranty during the Free Trial

The Free Trial is provided "AS IS", without any warranty of any kind, express or implied, including in particular any warranty of continuity, availability, performance, fitness for a particular purpose or absence of defects. Nomadia's liability in respect of the Free Trial is excluded to the fullest extent permitted by law, except in the event of gross negligence or wilful misconduct.

The Client expressly acknowledges that, given the free nature of the Free Trial and its strictly evaluative purpose, it may not base any critical operational use on the services provided during this period alone.

4.5 Client Data at the end of the Free Trial

If no Subscription is taken out at the end of the Free Trial (and any extension thereof), the Client Account is deactivated and access to the Solution ends by operation of law. Client Data generated during the Free Trial is then permanently deleted by Nomadia within a reasonable period, subject to Nomadia's statutory retention obligations.

It is the Client's responsibility, before the Free Trial expires, to export or back up any data it wishes to keep, using the export features available on the Portal. No data return or specific data recovery assistance shall be owed by Nomadia in respect of the Free Trial.

4.6 Conversion to a Subscription

The Client may at any time, during or at the end of the Free Trial, take out a Subscription from the Portal. Taking out a Subscription results in the retention of Client Data generated during the Free Trial and the continuation of the existing configuration, subject to compliance with the limits of the plan subscribed.

ARTICLE 5 – SUBSCRIPTION AND ACCEPTANCE

5.1 Subscription procedure

Subscription, whether to the Free Trial or to a Subscription, takes place exclusively online from the Portal https://protect-one.nomadia-app.com/npcbo/. The Client must complete the subscription form by providing accurate, complete and up-to-date information, including in particular:

• Company name, legal form, legal identifier of the entity (SIRET number for French entities, or any other equivalent registration number issued by the competent authority for entities established outside France), registered office address, intra-Community VAT number where relevant.
• Surname, first name, position, business e-mail address and telephone number of the representative authorised to bind the Client.
• Invoicing e-mail address.
• Number of Licences required and Subscription plan chosen (monthly or annual).
• Payment method (see Article 6).

5.2 Authority of the signatory

The natural person subscribing on behalf of the Client represents and warrants that they have the authority and legal capacity to contractually bind the Client. The Client shall indemnify Nomadia against any claim arising from the signatory's lack of authority or capacity.

5.3 Acceptance of the GTS

These GTS are made available to the Client within the subscription journey ("onboarding") on the Portal. The Client acknowledges having read them and having been given the opportunity to consult and save them prior to subscribing.

The Client's acceptance of the GTS is deemed to be given expressly and unequivocally by the Client's validation, within the onboarding journey, of its payment method (entry of bank card details or electronic signature of the SEPA mandate) and by confirmation of payment of the first Subscription instalment (or by validation of the activation of the Free Trial, as applicable).

The Client thus acknowledges that the completion of its onboarding journey, evidenced by the entry of its payment method and the validation of its order, constitutes full, complete, informed and unreserved consent to the GTS, in accordance with Articles 1366 et seq. of the French Civil Code.

5.4 Confirmation of subscription

Nomadia shall send the Client, to the e-mail address provided, a subscription confirmation summarising the plan subscribed, the number of Licences, the price, the effective date and, where applicable, the corresponding invoice. The Agreement is deemed formed on the date the Client receives the subscription confirmation.

5.5 No right of withdrawal

As the Client is a professional acting for the purposes of its business activity, it expressly acknowledges that it does not benefit from the right of withdrawal provided for in Articles L221-18 et seq. of the French Consumer Code.

ARTICLE 6 – PRICE, INVOICING AND PAYMENT

6.1 Price

The price of the Nomadia Protect ONE Subscription is stated exclusive of tax on the Portal at the time of subscription, in the currency applicable to the Client's invoicing country, namely: in Euros (EUR) for Clients established in the Euro zone, in Pounds sterling (GBP) for Clients established in the United Kingdom, and in US Dollars (USD) for other invoicing countries. The applicable currency is determined automatically by the Portal based on the invoicing country provided by the Client at the time of subscription and may not be changed during the Subscription, except in the event of a duly substantiated change of invoicing country.

The price is calculated on the basis of (i) the number of Licences subscribed, (ii) the plan chosen (monthly or annual), and (iii) where applicable, the options and additional services selected.

Value added tax (VAT) at the rate in force on the invoice date is added to the price exclusive of tax.

The price is fixed for the current Commitment Period. Nomadia nevertheless reserves the right to change its price list at any time; any change will be notified to the Client at least thirty (30) days before the end of the current Commitment Period and will take effect upon renewal, under the conditions set out in Article 8.

6.2 Subscription plans

Plan	Terms
Monthly subscription	Commitment for one (1) calendar month, charged in advance on the day of subscription and then each month on the anniversary date. Renewed by tacit renewal for successive one (1) month periods, unless terminated.
Annual subscription	Commitment for twelve (12) calendar months, invoiced in advance for the entire period. Renewed by tacit renewal for successive twelve (12) month periods, unless terminated. The unit price is generally more advantageous than the monthly plan.

6.3 Payment methods

Payment for the Subscription is made exclusively by one of the following payment methods, at the Client's choice:

a) Bank card

Online payment by bank card (Visa, Mastercard, American Express subject to availability) via the secure payment platform of Nomadia or its payment service provider. The Client expressly authorises Nomadia to store the payment method and to carry out automatic debits on the agreed due dates (monthly or annual). Bank details are not stored by Nomadia but by its payment provider, in compliance with PCI-DSS standards.

b) SEPA direct debit

Payment by SEPA direct debit. The Client electronically signs a SEPA mandate authorising Nomadia to issue direct debit orders on its bank account for the amounts due. The Client undertakes to keep sufficient funds in its account on each debit date and to inform Nomadia without delay of any change in its bank details.

Any other payment method (in particular bank transfer against invoice) may be offered on an exceptional basis, at Nomadia's sole discretion and under the specific conditions agreed.

6.4 Invoicing

Invoices are issued by Nomadia in electronic format, in the Client's local language from among the languages supported by the Portal (French, English, Spanish, German) and are sent to the Client at the invoicing e-mail address recorded in the Client Account. If no available language corresponds to the Client's location, invoices are issued in English. The Client may also view and download them at any time from its personal area on the Portal.

Invoices are issued on the effective date of the subscription and then on each renewal date (monthly or annual, depending on the plan), as well as upon each change in scope (addition of Licences, options, etc.) giving rise to an additional charge.

6.5 Due date and late payment

Unless otherwise agreed between the Parties, payment is due in advance and payable from the invoice issue date. Automatic debits (bank card or SEPA) are made on that date.

In the event of non-payment on the due date, and in particular in the event of a rejected direct debit, without prejudice to its other rights, Nomadia may:

• Demand, by operation of law and without prior formal notice, the payment of late payment interest calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, accruing from the day following the due date until full payment.
• Claim a fixed recovery cost indemnity of forty (40) euros per unpaid invoice, in accordance with Articles L441-10 and D441-5 of the French Commercial Code, without prejudice to reimbursement of actual recovery costs upon presentation of supporting documents.
• Suspend, by operation of law and without notice, access to the Solution for the Client and its Users, after a written reminder (e-mail) has remained without effect for seven (7) calendar days.
• Terminate the Agreement by operation of law under the conditions of Article 9.2.

6.6 Invoice disputes

Any dispute relating to an invoice must be sent to Nomadia by e-mail to the dedicated address Nomadia_SaaS_Invoices@nomadia.com within fifteen (15) calendar days of the invoice issue date. Failing this, the invoice is deemed accepted. Disputing an invoice does not release the Client from paying other invoices or undisputed amounts.

ARTICLE 7 – LICENCE MANAGEMENT

7.1 Principle – One Licence per User

Access to the Solution is granted on a named basis: each User must have one (1) dedicated active Licence. Sharing Credentials between several natural persons is strictly prohibited. The Client is solely responsible for allocating and monitoring Licences within its organisation.

The Client may, at any time, from the Portal's administration interface, view the number of Licences subscribed, the number of active Licences and the list of associated Users.

7.2 Adding Licences during the Subscription

The Client may, at any time, increase the number of Licences subscribed from the Portal's administration interface. The addition of Licences takes effect immediately upon confirmation of the order.

The addition of Licences gives rise to additional invoicing calculated as follows:

• For a monthly Subscription: the price of the additional Licences is invoiced pro rata temporis for the remaining fraction of the month, then included in the next monthly recurring invoice.
• For an annual Subscription: the price of the additional Licences is invoiced pro rata temporis for the remaining fraction of the year until the next anniversary date, at the unit price in force, then included in the next annual renewal.

Any additional Licence is automatically aligned with the expiry date of the current Subscription in order to unify billing cycles.

7.3 Reducing the number of Licences

The Client may, at any time, reduce the number of Licences subscribed from the Portal's administration interface, following the same self-service process as for adding Licences under Article 7.2. The reduction takes effect immediately upon confirmation of the operation by the Client on the Portal: the removed Licences are deactivated without delay and the Users concerned lose access to the Solution.

The reduction takes effect on future invoicing, under the following conditions:

• For a monthly Subscription: the current monthly Commitment Period remains due in full for all Licences initially subscribed; the reduction is taken into account from the following monthly Commitment Period.
• For an annual Subscription: the current annual Commitment Period remains due in full for all Licences initially subscribed; the reduction is taken into account at the annual renewal.

The reduction of Licences does not give rise to any refund, even pro rata temporis, of amounts already paid by the Client for the current Commitment Period.

The Client must keep a minimum of one (1) active Licence to maintain its Subscription. Any request to reduce the number of Licences to zero (0) is treated as a termination request, handled in accordance with Article 9.

7.4 Licence audit

Nomadia reserves the right to carry out, at any time and no more than once a year unless there are reasonable grounds, an audit of the Client's actual number of Users, in order to verify that usage complies with the number of Licences subscribed. If an overrun is found, the Client shall regularise its situation within thirty (30) calendar days, with retroactive effect from the presumed date of the overrun, at the unit price in force, without prejudice to Nomadia's other rights and remedies.

ARTICLE 8 – TERM, RENEWAL AND AMENDMENT

8.1 Term of the Agreement

The Agreement takes effect on the date of confirmation of the subscription by Nomadia and is entered into for the duration of the initial Commitment Period chosen by the Client (one (1) month for the monthly plan, twelve (12) months for the annual plan).

8.2 Tacit renewal

Upon expiry of the initial Commitment Period, the Agreement is renewed automatically and tacitly, for successive periods of the same duration as the initial Commitment Period, unless terminated by either Party under the conditions below.

8.3 Termination at expiry (termination for convenience)

Either Party may object to the renewal of the Agreement by giving written notice to the other Party no later than:

• For the monthly plan: seven (7) calendar days before the renewal date.
• For the annual plan: thirty (30) calendar days before the renewal date.

Termination is carried out from the Portal's administration interface ("Cancel my subscription" function) or by e-mail to support@nomadia-group.com. It does not give rise to any indemnity or refund, it being specified that the current Commitment Period remains due in full.

8.4 Change of plan

The Client may, at the end of a Commitment Period, request a change of Subscription plan (from monthly to annual or vice versa). The request is made from the Portal no later than before the end of the current Commitment Period and takes effect upon renewal.

Switching from a monthly plan to an annual plan may take place at any time; it takes effect immediately, ends the monthly plan, and gives rise to invoicing of the new annual plan in full. Switching from an annual plan to a monthly plan may only take place at the annual expiry date, without any refund of the current annual plan.

8.5 Amendment of the GTS

Nomadia reserves the right to amend the GTS at any time. Any amendment is notified to the Client by e-mail and by publication on the Portal at least thirty (30) days before it takes effect.

The amended GTS apply upon renewal of the Agreement. If the Client disagrees with the amendments, it may terminate the Agreement by written notice to Nomadia before the date on which the amendments take effect, without any indemnity being due. Failing termination within this period, the Client is deemed to have accepted the amended GTS.

ARTICLE 9 – TERMINATION

9.1 Termination for convenience

The conditions for termination for convenience at expiry are set out in Article 8.3 above.

9.2 Termination for breach

In the event of a material breach by either Party of any of its obligations under the Agreement, the other Party may terminate the Agreement by operation of law, without prejudice to any damages, under the following conditions:

• Prior formal notice sent by registered letter with acknowledgement of receipt or e-mail with read receipt, specifying the nature of the breach and inviting the defaulting Party to remedy it.
• Remedy period of thirty (30) calendar days from receipt of the formal notice, reduced to ten (10) days in the event of non-payment.
• Failing remedy within the period granted, termination takes effect by operation of law, upon expiry of that period, by simple written notice.

Nomadia reserves the right, in urgent cases (in particular fraudulent or infringing use, use contrary to law, or use compromising the security of the Solution or of other clients), to terminate the Agreement without notice or prior formal notice.

9.3 Termination for insolvency

Nomadia may terminate the Agreement by operation of law, by simple notice, in the event of the opening of safeguard, receivership or judicial liquidation proceedings affecting the Client, to the fullest extent permitted by applicable law.

9.4 Effects of termination

Termination, for whatever reason, results in:

• The immediate cessation of the Client's and its Users' right of access to the Solution.
• The immediate payability of all amounts owed to Nomadia under the Agreement.
• For annual Subscriptions terminated by Nomadia due to the Client's fault, the retention by Nomadia of the entire price paid for the current Commitment Period, without refund, and the payability of the balance of the Commitment Period not yet invoiced.
• The continuation in force of the provisions which by their nature are intended to survive (in particular confidentiality, intellectual property, liability, governing law and jurisdiction).

9.5 Reversibility and return of Data

Throughout the term of the Agreement, the Client may, from the Portal's administration interface, export its Client Data using the export features made available by Nomadia, in the available formats specified on the Portal (in particular spreadsheets and flat files).

Upon termination, the Client's access to its Client Account ends. The Client is therefore invited to export its Client Data before the effective date of termination. After the effective date of termination, Client Data is retained and then deleted by Nomadia under the conditions and for the periods defined in Nomadia's Privacy Policy published on the Portal, unless a statutory retention obligation applies.

Any request for additional reversibility assistance (for example, bespoke extraction, migration support) will be invoiced separately as Professional Services, on the basis of a prior quotation.

ARTICLE 10 – SERVICE LEVEL AND SUPPORT

10.1 Availability of the Solution

Nomadia undertakes, as a best-efforts obligation, to ensure the availability of the Solution with a target monthly availability rate of 99.5%, excluding scheduled interruptions and excluding force majeure events or unavailability attributable to third parties (in particular telecom operators, cloud providers, etc.).

Scheduled interruptions (maintenance, updates) are, as far as possible, carried out outside business hours and preceded by prior notice to the Client via a notification on the Portal or by e-mail.

10.2 Support

Nomadia provides the Client with first-level support accessible:

• By e-mail at support@nomadia-group.com.
• Via the Documentation, FAQ and tutorials available on the Portal.
• By telephone on +33 (0)1 72 74 76 82, Monday to Friday, excluding public holidays, during business hours (9:00 am – 6:00 pm, Paris time).

Support includes assistance with the use of the Solution and the diagnosis and resolution of reproducible faults. It excludes any training, advanced configuration, integration or specific development services, which fall under Professional Services invoiced separately.

10.3 Backups

Nomadia implements a regular backup policy for Client Data hosted on its Platform. The Client nevertheless remains invited to carry out its own additional exports and backups from the Portal. Nomadia's liability in respect of backups is strictly limited to the conditions and obligations expressly set out in this Agreement.

ARTICLE 11 – INTELLECTUAL PROPERTY

11.1 Ownership of the Solution

The Solution, its software components, its interfaces, its Documentation, its trademarks, logos, databases, editorial content and all intellectual property rights attached thereto are and remain the exclusive property of Nomadia or its licensors.

The Agreement does not entail any transfer of intellectual property rights to the Client. Nomadia grants the Client, for the term of the Agreement, a personal, non-exclusive, non-assignable, non-transferable right to use the Solution, without any right to sub-license, strictly limited to what is necessary for use in accordance with the GTS and the Documentation.

11.2 Usage restrictions

The Client undertakes, and warrants that its Users undertake, not to:

• Copy, reproduce, distribute or make available to third parties all or part of the Solution.
• Modify, adapt, translate, decompile or disassemble the Solution or reverse engineer it, except within the limits strictly permitted by law.
• Assign, sell, rent, lend or sub-license the rights granted.
• Alter, remove or conceal any proprietary notice of Nomadia.
• Use the Solution for benchmarking purposes, or publish performance tests relating to it without Nomadia's prior written consent.
• Attempt to circumvent technical protection measures or usage limitations.

11.3 Client Data

Client Data remains the full and complete property of the Client. The Client grants Nomadia, for the term of the Agreement and worldwide, a licence to use the Client Data strictly necessary for the provision of the Solution (in particular hosting, processing, backup, support, and aggregated and anonymised statistics for service improvement).

The Client warrants that it holds all the rights, authorisations and legal bases necessary for the provision and processing of Client Data by Nomadia under the Agreement.

11.4 Commercial reference

Unless the Client expressly objects by notifying Nomadia, the Client authorises Nomadia to mention its name, trademark and logo as a commercial reference on its communication materials (website, brochures, press communications, etc.).

ARTICLE 12 – PERSONAL DATA PROTECTION

12.1 Regulatory framework

Each Party undertakes to comply with the regulations applicable to the protection of personal data, in particular Regulation (EU) 2016/679 of 27 April 2016 ("GDPR") and French Law No. 78-17 of 6 January 1978 as amended, known as the "Loi Informatique et Libertés".

12.2 Status of the Parties

In connection with the provision of the Solution:

• The Client acts as data controller for the processing of Personal Data of its Users and of any third party whose data is entered into the Solution.
• Nomadia acts as the Client's data processor within the meaning of Article 28 of the GDPR for such processing.
• Nomadia acts as an independent data controller for processing relating to the management of the contractual relationship (Client Account management, invoicing, support, direct marketing, Platform security, anonymised statistics for the improvement of the Solution).

12.3 Characteristics of the processing carried out on behalf of the Client

The main characteristics of the processing carried out by Nomadia on behalf of the Client are as follows:

Characteristic	Description
Purposes	Provision of PTI/DATI features, geolocation of Users, triggering of alarms and notifications, remote monitoring, reporting and statistics, under the conditions described in Nomadia's Privacy Policy published on the Portal.
Data subjects	Users (employees, agents or service providers of the Client), administrators and alert recipients.
Categories of data	Categories of data described in Nomadia's Privacy Policy, including in particular: identification data (surname, first name, business e-mail, position), connection and usage data (Credentials, logs, timestamps, IP address), geolocation data, data from the smartphone's sensors strictly necessary for event detection (accelerometer, movement, battery level), alarm events, emergency contacts and response procedures.
Categories of recipients	Authorised personnel of the Client (administrators, supervisors, alert recipients), authorised personnel of Nomadia (support, engineering, infrastructure), sub-processors (cloud hosting provider, notification operator, SMS operator for messages sent within the European Union, external remote monitoring provider where applicable).
Retention period	For the entire term of the Agreement and then under the conditions and for the periods defined in Nomadia's Privacy Policy, unless a longer statutory retention obligation applies.

12.4 Nomadia's obligations

In its capacity as data processor, Nomadia undertakes to:

• Process Personal Data only for the purposes of the Agreement and in accordance with the Client's documented instructions.
• Implement appropriate technical and organisational measures to ensure the security of Personal Data, in accordance with the state of the art (encryption in transit and at rest, access control, logging, backups, etc.).
• Ensure the confidentiality of Personal Data, in particular by ensuring that any person authorised to process it is bound by an appropriate obligation of confidentiality.
• Notify the Client of any Personal Data breach as soon as possible and no later than forty-eight (48) hours after becoming aware of it, by e-mail to the Client's contact address.
• Assist the Client in responding to requests to exercise data subjects' rights and in fulfilling its obligations regarding impact assessments, prior consultation and cooperation with the supervisory authority.
• Return or delete Personal Data at the end of the Agreement, at the Client's choice, under the conditions set out in Article 9.5.
• Make available to the Client all information necessary to demonstrate compliance with its obligations, and allow audits to be carried out, under reasonable conditions agreed between the Parties.

12.5 Sub-processing

The Client expressly authorises Nomadia to engage sub-processors for the provision of the Solution (cloud hosting provider, notification operator, SMS operator, external remote monitoring provider where applicable, etc.). The up-to-date list of sub-processors is available to the Client upon simple request sent to dpo@nomadia-group.com and is published on the Portal.

Nomadia will inform the Client of any addition or replacement of a sub-processor, giving the Client the opportunity to raise reasoned objections within thirty (30) days. Nomadia imposes on its sub-processors contractual obligations equivalent to those of this Article.

12.6 Transfers outside the EU

Nomadia undertakes not to transfer any Personal Data outside the European Economic Area without an appropriate legal framework within the meaning of Chapter V of the GDPR (standard contractual clauses of the European Commission, binding corporate rules or other recognised equivalent mechanisms).

12.7 Data subjects' rights

Users and any person whose Personal Data is processed under the Agreement may exercise their rights of access, rectification, erasure, restriction, portability and objection. Requests sent to Nomadia will be forwarded to the Client as soon as possible, the Client being the data controller competent to respond to them. However, for any request relating to processing for which Nomadia acts as an independent data controller (Article 12.2), requests may be sent directly to dpo@nomadia-group.com.

ARTICLE 13 – CONFIDENTIALITY

Each Party undertakes, throughout the term of the Agreement and for a period of five (5) years after its expiry or termination, to keep strictly confidential all information of a technical, financial, commercial or strategic nature belonging to the other Party to which it may have had access during the negotiation or performance of the Agreement (the "Confidential Information").

Each Party undertakes to: (i) not disclose Confidential Information to third parties without the prior written consent of the other Party, except to its employees, subcontractors and advisers who need to know it and who are bound by an equivalent obligation of confidentiality; (ii) not use Confidential Information for purposes other than the performance of the Agreement; (iii) protect Confidential Information with at least the same degree of care as it applies to its own confidential information.

Information is not considered confidential if it (i) was in the public domain at the date of its disclosure, (ii) was lawfully obtained from a third party not bound by an obligation of confidentiality, (iii) was developed independently, or (iv) must be disclosed pursuant to a law, regulation or judicial or administrative decision.

ARTICLE 14 – LIABILITY

14.1 Best-efforts obligation

Nomadia is bound, under the Agreement, by a best-efforts obligation. Its liability may only be incurred in the event of a proven breach of its contractual obligations, provided that the Client demonstrates the existence of direct, actual and certain loss resulting from that breach, as well as the causal link.

14.2 Specific warning – PTI/DATI Solution

The Client expressly acknowledges that the Nomadia Protect ONE Solution is a tool to assist in securing lone workers and in no way replaces the Client's statutory obligations in respect of health and safety at work, in particular those set out in Articles L4121-1 et seq. of the French Labour Code.

The Solution is a technical device dependent on external factors beyond Nomadia's control (mobile network coverage, GPS quality, smartphone battery charge, configuration by the Client, proper use by Users, third-party intervention, environmental conditions, etc.). Nomadia cannot therefore be held liable for personal injury or material or intangible damage resulting from a failure to trigger, a delay, a transmission failure or non-receipt of an alarm, except in the event of a proven breach of its contractual obligations.

It is the Client's responsibility to put in place an appropriate organisation for analysing alerts, verifying alarms and intervening in the event of an alert, as well as alternative safety procedures in the event of a failure of the Solution.

14.3 Liability cap

To the fullest extent permitted by law, and for all heads of loss combined, the cumulative amount of Nomadia's liability under the Agreement is strictly limited to the total amount actually paid by the Client to Nomadia during the twelve (12) months preceding the event giving rise to the damage.

The Client acknowledges that this cap constitutes, in view of the price of the Subscription, a balanced allocation of risks between the Parties, without which Nomadia would not have agreed to contract.

14.4 Indirect damage excluded

Nomadia shall in no event be liable for indirect damage, and the following are expressly excluded from any compensation, whatever their nature or legal basis: loss of revenue, loss of business, loss of profit, loss of turnover, loss of customers, loss of image or reputation, loss of data, and data recovery or reconstruction costs.

14.5 Limits to the cap

The limitations and exclusions of liability provided for in this Article do not apply in the event of gross negligence or wilful misconduct by Nomadia, in the event of personal injury, or in the event of liability which cannot be excluded or limited under a mandatory statutory provision.

14.6 Claim period

Under penalty of foreclosure, any claim against Nomadia must be notified in writing no later than one (1) year after the occurrence of the event giving rise to the damage.

14.7 Client's warranty

The Client warrants that the Client Data entered into the Solution does not infringe any legal or regulatory provision, does not infringe the rights of third parties (in particular intellectual property rights, privacy, image rights, trade secrets), does not include unlawful content and does not constitute unlawful processing of Personal Data.

The Client shall indemnify Nomadia against any action, claim or award resulting from a breach by the Client or its Users of its contractual obligations, and shall compensate Nomadia for all costs (including legal fees), damages and indemnities that Nomadia may be ordered to pay.

ARTICLE 15 – FORCE MAJEURE

With the exception of payment obligations, neither Party may be held liable for a failure to perform its obligations resulting from a force majeure event as defined in Article 1218 of the French Civil Code and by case law, including in particular: government decision, total or partial strike (internal or external), fire, flood, natural disaster, earthquake, act of terrorism, state of war, epidemic, pandemic, interruption or blocking of telecommunications or electricity networks, or a massive cyberattack of external origin.

The Party invoking force majeure shall inform the other Party as soon as possible. Performance of the affected obligations is suspended for the duration of the event. If the force majeure event persists for more than thirty (30) consecutive calendar days, either Party may terminate the Agreement by operation of law, by simple written notice, without prejudice.

ARTICLE 16 – ASSIGNMENT OF THE AGREEMENT

The Client may not assign or transfer the Agreement, in whole or in part, to a third party without Nomadia's prior written consent. Any unauthorised assignment shall be deemed null and void and may result in the immediate termination of the Agreement.

Nomadia reserves the right to assign or transfer the Agreement, in whole or in part, to any company in its group or in connection with a merger, contribution, or total or partial sale of assets or business, which the Client expressly acknowledges and accepts.

ARTICLE 17 – GENERAL PROVISIONS

17.1 Independence of the Parties

The Parties are and remain independent contractors. The Agreement does not in any way constitute an agency, partnership, company, joint venture or employment contract.

17.2 Entire agreement

The Agreement (GTS and subscription form) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any prior communication, negotiation or agreement, whether written or oral. Any general terms of purchase or any document issued by the Client is expressly rejected.

17.3 No waiver

The failure of either Party to exercise, or any delay in exercising, any of its rights shall not constitute a waiver of that right, which may be exercised at any time.

17.4 Severability

If any provision of the Agreement is declared null, unenforceable or inapplicable pursuant to a law or a final court decision, the other provisions shall retain their full force and scope. The Parties shall then endeavour to replace the invalid provision with a valid provision pursuing the same economic objective.

17.5 Notices

Unless otherwise provided herein, any notice under the Agreement is validly given by e-mail to the addresses recorded in the Client Account (for the Client) and to support@nomadia-group.com (for Nomadia). Notices by registered letter with acknowledgement of receipt are also accepted.

17.6 Evidence agreement

The Parties agree that the records, logs, traces, journals and data generated and stored by Nomadia in connection with the use of the Solution (in particular connections, actions, transactions) shall be authoritative between them and shall constitute admissible and enforceable evidence in the event of a dispute, as an evidence agreement within the meaning of Articles 1356 et seq. of the French Civil Code.

17.7 Electronic signature

The Parties expressly acknowledge the validity and evidential force of electronic signatures affixed to the Agreement, subscription forms, SEPA mandates and any other document generated by the Portal, in accordance with Articles 1366 and 1367 of the French Civil Code.

17.8 Non-solicitation

Unless otherwise agreed in writing, the Client undertakes not to hire, directly or indirectly, during the term of the Agreement and for a period of six (6) months after its termination, any member of Nomadia's staff who has been in contact with the Client in connection with the Agreement. In the event of a breach, the Client shall be liable for a fixed indemnity equal to twelve (12) months' gross remuneration of the staff member concerned.

ARTICLE 18 – GOVERNING LAW AND JURISDICTION

The Agreement is governed by French law, excluding its conflict of laws rules and the Vienna Convention on Contracts for the International Sale of Goods.

In the event of a dispute relating to the formation, interpretation, performance or termination of the Agreement, the Parties shall endeavour to find an amicable solution within thirty (30) days of written notice of the dispute by one Party to the other.

Failing an amicable agreement, EXCLUSIVE JURISDICTION is granted to the competent courts within the jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants or third-party claims, including for urgent or protective proceedings, whether in summary proceedings or on application.