Nomadia TourSolver SaaS Terms and Conditions of Service
Version effective as of: 01/01/2026
These terms and conditions of service and its appendices (the “T&Cs”) constitute a contract (the “Contract”) between Nomadia and the Customer. Nomadia and the Customer are hereinafter referred to individually as a “Party” and collectively as the “Parties .”
This Agreement governs the Customer’s subscription to Nomadia’s TourSolver ONE SaaS Services in order to obtain the right to use one or more mobility software solutions from the Nomadia Platform.
The SaaS Services provided by Nomadia under the Agreement are intended exclusively for professionals for their Own Needs.
- DEFINITIONS
“Own Needs” means any use of the SaaS Services to meet the internal mobility management needs of the Customer and/or any Affiliated Entity.
“Customer” means the legal entity identified on a Purchase Order and subscribing to the SaaS Services.
“Customer Account” means the account created for the Customer and grouping one or more Users for the use of the Services.
“Documentation” means user information, descriptions of the Solution’s features, and generally any other document relating to the use of the Services and the Platform. The Documentation is available on the Platform from the Customer Account.
“Personal Data” means any personal data within the meaning of applicable legislation.
“Customer Data” means Incoming Data and Results.
“Incoming Data” means all data or information communicated, entered, or imported by Authorized Users into the Platform for processing as part of the SaaS Services.
“Affiliated Entity” means any entity that is directly or indirectly controlled by the Customer, within the meaning of Article L233-3 of the French Commercial Code, provided that such control continues throughout the term of the Agreement.
“ Nomadia Group” means the group of companies comprising Nomadia Groupe (Paris Trade and Companies Register No. 884 911 116) and all companies that it controls, directly or indirectly, within the meaning of Article L233-3 of the French Commercial Code.
“Login details” means the login ID and personal and confidential password of an Authorized User, which enable access to and use of the Services.
“Metric” means any limitation on the use of the Service.
“Nomadia” means the legal entity belonging to the Nomadia Group as identified on a Purchase Order and which provides the SaaS Services.
“Platform” means the online platform operated by Nomadia for the provision of the SaaS Services, including any web interface, mobile application, API, and associated server infrastructure on which the Solution is deployed.
“Third-Party Service Provider” means any third party authorized by the Customer to access and use the Platform on behalf of the Customer or Affiliated Entities only.
“Result” means the data extracted from Incoming Data following processing by the Solution as part of the SaaS Services.
“Professional Services” means services outside the scope of the SaaS Services, which may be provided by Nomadia to the Customer under Nomadia’s standard professional services terms and conditions and at the price in effect on the date such services are ordered. The services offered may include, in particular, consulting, support, configuration, integration, specific developments, and/or training related to the SaaS Services.
“SaaS Services” means the provision of the Solution, Documentation, and Support, as well as the associated services described in the Agreement, with the exception of Professional Services.
“Solution” refers to Nomadia’s proprietary software and associated features as indicated on the Purchase Order, including any Updates, Upgrades, revisions, modifications, corrections, additions, and enhancements to the Solution provided at Nomadia’s discretion as part of Support.
“Support” refers to the assistance and maintenance services provided by Nomadia.
“AI System” means an automated system capable of processing data and inferring results or recommendations from rules, statistical models, or algorithms.
“Territory” means the entire world, subject to compliance with applicable export control rules and financial or trade restrictive measures applicable to Nomadia and/or the Customer.
“Authorized Territory” “ means the territory or any other geographical boundary as set out in the Purchase Order as a Metric.
”Authorized User” means any natural person employed by the Customer, an Affiliated Entity, and/or a Third-Party Service Provider duly authorized by the Customer to access and use the SaaS Services solely on behalf of the Customer and/or Affiliated Entities.
“Mobile Application” means a software component of the TourSolver Service, designed to be installed on a compatible mobile device, allowing Users to access the features of the Service while on the move, under the conditions defined in the Agreement.
“ Trial Period” means the free, temporary, and limited use of the Service, allowing the Customer to evaluate its features. It does not entail any purchase commitment and is provided without any guarantee of availability or performance, in accordance with the provisions of Article 6.1.
- PURPOSE
The purpose of the Contract is to define the conditions under which Nomadia grants the Customer the right to access the Platform and use the SaaS Services for its Own Needs.
- SCOPE
The functional scope of the Service is defined by the documentation available on the Website on the day of subscription. The Customer acknowledges that access to the Service and the extent of its features depend on the Subscription package chosen during the electronic validation of the registration.
In the absence of a Purchase Order, the electronic validation of the subscription constitutes an expression of the Customer’s needs and commitment.
Any extension of the scope (addition of Users, additional modules, upgrade) is carried out directly via the Platform and will be invoiced accordingly. The Subscription includes in particular:
One web and one (1) mobile user included, – The option to purchase additional users, – Access to documentation and support by email, – Data storage for two (2) months, extendable to one (1) year upon request.
- TERM
The contract takes effect on the date of its acceptance by the customer. Acceptance will be confirmed by the final click to register for the Services. The Subscription is then concluded for a minimum fixed term of one (1) month or one (1) year, depending on the package chosen by the Customer. It is tacitly renewed for identical periods. Each Party may terminate the Subscription Term at the end of the initial term or any extension period under the conditions set out in Article 14.1 Termination.
- FINANCIAL TERMS
5.1. Price. The price payable by the Customer to Nomadia for the SaaS Services is indicated on the website https://www.nomadia.com/tarifs/tarifs-toursolver/. The price is set according to the number of vehicles created. The price is non-refundable and not subject to deduction or compensation. The price is expressed in Euros, British Pounds, or US Dollars as defined at the time of subscription and does not include value added tax, which is payable by the Customer at the rate in effect on the date of invoice.
The subscription price does not include the cost of telecommunications and Internet access required to use the software application, which remain the responsibility of the Customer.
The prices of all services, including, but not limited to, the subscription to the Service, may be changed with fourteen (14) days’ notice from us. This notice may be provided by email or by a notification in the application.
5.2. Billing and payment. Billing is established in advance, monthly or annually depending on the type of Subscription. Payments are made by credit card or SEPA mandate (for the euro zone).
In the event of late payment, Nomadia may automatically and without prior notice demand payment of interest on arrears on a daily basis from the day following the due date until the date of full payment, based on the
interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, as well as a fixed collection fee of forty (40) euros per invoice,
notwithstanding the right to claim the total amount of actual collection costs upon presentation of supporting documents.
In addition, Nomadia also reserves the right to automatically suspend access to the Platform and the provision of SaaS Services, and/or to terminate the Contract, without prejudice to any damages that Nomadia may claim.
- SAAS SERVICES
6.1. Trial Period
Nomadia offers the Customer the possibility of accessing the Service free of charge for a trial period of fifteen (15) days, which may be extended for an additional four (4) days.
During this period, the Customer has limited access to the Service according to the conditions specified during registration (number of users, data volume, etc.).
– one (1) web access and one (1) mobile access,
– a limit of five (5) delivery drivers,
– a limit of one hundred (100) visits,
– a maximum of five (5) optimizations per day,
– access to all subscription features, except for sending SMS messages and creating intervention reports
Access to the Service is granted free of charge, with no guarantee of continuity, performance, or availability. Nomadia cannot be held liable for any damage, loss, or alteration of Data occurring during this period.
At the end of the Trial Period, and in the absence of a paid Subscription, access is automatically suspended on the expiration date. Data created during this period will be irreversibly deleted, in accordance with the provisions of the GDPR.
Nomadia may terminate the Trial Period at any time in the event of non-compliant, abusive, or fraudulent use of the Service.
6.2. Access to the Platform.
6.2.1. Connection and access. Access to the Platform is remote via Login Credentials from any compatible device and requires an internet connection, at the expense of the Customer or Authorized User. The Customer is required to register in advance on the Platform to create a Customer Account and grant access rights to Authorized Users.
6.2.2. Configuration and setup. The SaaS Services do not include any service for configuring and setting up the Platform for interconnection with the Customer’s information system. These services may be provided by Nomadia to the Customer as Professional Services under a contract separate from this Contract. When the Customer uses a Third-Party Service Provider for any assistance with the configuration or parameterization of the Platform, the Customer is under no circumstances authorized to modify the Platform, the Solution, or the associated content, nor to access the underlying network infrastructure, as Nomadia reserves all such rights. Only interconnection to the Platform via an API developed by a Third-Party Service Provider, in accordance with the requirements of the Documentation, is authorized, provided that it does not compromise the security of the Platform.
6.2.3. Confidentiality of Login Details. Login details are personal, and the Customer is required to ensure that Authorized Users maintain the confidentiality of their login details and do not disclose them to third parties. With regard to Nomadia, the Customer is liable for any use of the Platform made by Authorized Users using their login details.
6.2.4. Compliance by Authorized Users. The Customer is solely responsible for access to and use of the Platform, directly and/or indirectly through any Authorized Users, as well as for any violation by any of them of the terms of the Contract. It is the Customer’s responsibility to ensure that each Authorized User complies with the terms of the Contract.
6.2.5. Features. The Platform allows the Customer to access the features of the Solution as described on the website: https://www.nomadia.com/tarifs/tarifs-toursolver/ and in the Documentation. When a feature relies on the use of an AI System, the Customer acknowledges that they have been informed that the Results are predictions. Nomadia does not guarantee that the Results are error-free or that the feature associated with the AI System will operate without interruption. The Customer expressly agrees to assume all risks inherent in accessing and/or using any Results derived from the processing of Incoming Data by the AI System.
6.3. Hosting of the Platform. During the Subscription Period, Nomadia shall host the Platform. The Customer acknowledges that they are aware of the inherent risks of the internet and the consequences that may result in terms of the availability and accessibility of the Platform. Nomadia shall in no event be liable for the temporary inaccessibility of the Platform due to the Customer’s or its Authorized Users’ equipment or a failure of the internet network.
6.4. Support. The support conditions are as set out in Appendix 2 of the GTC. Email/incident report via the application from 9 a.m. to 6 p.m.
6.5. Reversibility. The Customer has the option of extracting all Customer Data from the Platform. The Customer is solely responsible for extracting and storing Customer Data resulting from SaaS Services outside the Platform. With the exception of the above, Nomadia has no other obligations in terms of reversibility.
- OWNERSHIP
7.1. Ownership of Nomadia. Nomadia and its suppliers are and remain the owners of all material and intellectual property rights attached to the Services. The Contract does not entail any transfer of ownership to the Customer, with the exception of the right of use temporarily granted hereunder. The Customer undertakes not to infringe, directly or through Authorized Users, the property rights of Nomadia and its suppliers.
7.2. Customer’s ownership. With regard to Nomadia, the Customer is and remains the sole owner of the Customer Data. The Customer grants Nomadia a worldwide license, for the duration of protection under applicable law, to use the Customer Data, whether provided by the Customer and/or Authorized Users, in order to enable its storage and processing for the performance of the Contract, including in particular the analysis of the performance of the Services, their improvement, and the development of new services. To this end, the Customer warrants that it has the appropriate rights and authorizations to grant such a license.
- PERSONAL DATA
The Parties agree that the processing of Personal Data carried out for the performance of the Contract and/or the provision of SaaS Services complies with GDPR regulations.
- WARRANTIES
9.1. Scope of Nomadia’s warranties. The Customer acknowledges and accepts that the Platform and SaaS Services are provided “as is,” without any warranty from Nomadia. Nomadia expressly excludes any warranty of conformity, compatibility, and suitability for Specific Needs.
The Customer expressly acknowledges and accepts that the Results may be generated by an AI System using artificial intelligence without prior human control of the Results provided on the Platform and may therefore contain biases or errors for which Nomadia declines all responsibility.
Nomadia does not guarantee that the SaaS Services are error-free or that they will operate without interruption. The Customer expressly agrees to assume all risks inherent in accessing and using the SaaS Services. Consequently, the Customer is reminded that it is their responsibility to take all appropriate measures to minimize the harmful consequences associated in particular with a possible interruption in the operation of the SaaS Services or a loss of Customer Data transmitted and/or generated by the SaaS Services. The Customer is entirely responsible for the use of the SaaS Services.
9.2. Scope of the Customer’s warranties. The Customer warrants that the Customer Data transmitted by Authorized Users is not likely to (i) violate applicable law; (ii) infringe the intellectual property rights, trade secrets, privacy or any other rights of third parties; (iii) contain illegal, hateful, obscene, abusive, threatening, defamatory or otherwise offensive content that may undermine public order or morality; (iv) contain malicious code that could harm or corrupt the Platform, and/or (v) constitute unlawful processing of Personal Data. The Customer undertakes, at its own expense, to defend and hold Nomadia harmless in the event of any action or claim by third parties (including, in particular, actions for infringement, unfair or parasitic competition, invasion of privacy, infringement of personality rights and/or protection of Personal Data) relating to Nomadia’s use of Customer Data under the Contract. The Customer shall indemnify Nomadia for all costs (including attorneys’ fees), losses, and damages that Nomadia and its legal representatives and agents may incur, as well as the amount of any settlement and/or damages that Nomadia may be required to pay.
In the event that Nomadia finds that the Customer or the Customer Data is likely to contravene the above, Nomadia reserves the right to immediately delete the disputed Customer Data, suspend the SaaS Services without delay and as of right, and/or terminate the Contract, without prejudice to its other rights and remedies.
- CONFIDENTIALITY
Each Party undertakes, with regard to technical (including, in particular, the Platform, the Solution, and the Documentation), financial, commercial, or otherwise sensitive information (the “Confidential Information”) of the other Party that it may have become aware of prior to or during the performance of the Contract, to (i) keep it strictly confidential, (ii) not copy, disclose or make it available to third parties, with the exception of its legal representatives, employees, subcontractors, Third-Party Service Providers, Affiliated Entities and advisors to the extent that necessary for them to perform their duties and provided that they have signed a confidentiality agreement or are subject to a confidentiality obligation ensuring a level of protection at least equivalent to the provisions of this article, and (iii) not exploit it, directly or indirectly, for any purpose other than the performance of the Contract.
Each Party shall be responsible for ensuring that the persons referred to in (ii) above comply with the confidentiality obligations.
The confidentiality obligations shall not apply to Confidential Information for which the receiving Party is able to prove that it (i) was in the public domain on the date of its disclosure or subsequently through no fault of the receiving Party, (ii) was legitimately obtained from a third party not subject to a confidentiality obligation, (iii) was independently developed by the receiving Party without breach of the Agreement, (iv) was disclosed by the disclosing Party or to which it belongs, or (v) was disclosed by the receiving Party with the prior written consent of the disclosing Party.
If the receiving Party of Confidential Information is required to disclose it pursuant to legal or regulatory provisions, by order of a court or competent administrative authority, the Party making the disclosure shall inform the other Party in advance and as soon as possible, in order to allow it to object.
The Parties’ obligations with regard to Confidential Information shall remain in force throughout the term of the Agreement and for as long as the information concerned is considered to be protected by trade secrets within the meaning of the Applicable Law.
Upon termination of the Agreement, each Party undertakes to return or destroy, at the request of the disclosing Party, the Confidential Information of the other Party in its possession or under its control.
- LIABILITY
11.1 It is the Customer’s responsibility to ensure that its equipment, information systems, and Customer Data are adequately protected and that Authorized Users use the Service in accordance with the Agreement. The Customer remains solely liable towards Nomadia for any breach attributable to an Authorized User. The Customer acknowledges that they are aware that certain features of the Service are based on artificial intelligence (“AI”) technologies. Nomadia shall not be held liable for any errors, biases, omissions, or inaccurate results produced
by these features when they result from inherent limitations in AI technologies or the use made of them by the Customer.
11.2 Nomadia is bound by an obligation of means for the provision, availability, and security of the Service. Nomadia may only be held liable in the event of a proven breach of its contractual obligations and provided that the Customer demonstrates the existence of direct, real, and certain damage resulting from such breach.
11.3 In the event of loss, alteration, or destruction of Customer Data resulting directly from a breach by Nomadia of its contractual obligations, including its security obligations, Nomadia’s liability shall be limited to a maximum amount equal to the sums paid by the Customer during the twelve (12) months preceding the event giving rise to the damage, and only for the direct damage resulting from such loss or alteration. This specific limit applies exclusively to damage related to Customer Data. For all other types of damage, the general liability limit provided for in paragraph 11.5 remains applicable. Nomadia shall not be held liable for any loss of Data resulting from:
– improper use of the Service by the Customer or Authorized Users;
– the Customer’s failure to comply with its backup obligations when export or backup features are available;
– interventions by the Customer or an unauthorized third party; – or a case of force majeure.
11.4 Nomadia shall in no event be liable for indirect damages, including loss of revenue, operating losses, loss of profits, loss of image, or data recovery costs, which are expressly excluded from any compensation.
11.5 To the fullest extent permitted by law, Nomadia’s cumulative liability for all damages other than those covered by paragraph 11.3 is strictly limited to half (1/2) of the sums paid by the Customer during the twelve (12) months preceding the event giving rise to the damage.
11.6 No claim may be brought against Nomadia more than one (1) year after the occurrence of the event giving rise to the damage.
- FORCE MAJEURE
With the exception of payment obligations, neither Party shall be held liable for any breach of its obligations under the Contract if such breach results from a case of force majeure as defined by applicable law and interpreted by the competent courts, including in particular any government decision such as the withdrawal or suspension of authorizations of any kind, a total or partial strike, internal or external to the company, a fire, a flood, a natural disaster, an earthquake, an act of terrorism, a state of war, an epidemic, a pandemic, a total or partial interruption or blockage of telecommunications or electrical networks, an act of computer piracy (“ Force Majeure“).
The Party observing the Force Majeure event must immediately and by any means inform the other Party of its inability to perform its obligations. The Force Majeure event suspends the performance of obligations. The Party whose performance has been delayed shall make every commercially reasonable effort to limit the effects of the Force Majeure. In the event of Force Majeure lasting for more than thirty (30) consecutive calendar days, each Party shall be free to terminate the Contract as of right. Termination shall take effect on the day following the date of notification of termination.
- ASSIGNMENT AND CHANGE OF CONTROL
13.1. Assignment and transfer. The Customer is not authorized to assign or transfer, for any reason whatsoever (including internal reorganization, merger, transfer of assets, or by operation of law), the Contract to any third party without the prior written consent of Nomadia. As an exception to the foregoing and subject to the provisions of Article 13.2 below, the Customer is authorized to assign the Agreement to an Affiliated Entity provided that the scope of use remains unchanged, it being specified that any excess of the Metrics resulting from the assignment will be subject to additional billing in accordance with the terms of the Agreement.
Nomadia reserves the right to assign or transfer, for consideration or free of charge, for any reason whatsoever, the Contract to (i) any company in the group to which it belongs or (ii) any other person, in the event of a merger or total or partial transfer of its assets or business, which the Customer acknowledges and accepts. The transfer releases the transferor from any future obligations to the Customer.
The Customer acknowledges and accepts that Nomadia uses third-party service providers to provide the SaaS Services. Notwithstanding the delegation of all or part of Nomadia’s obligations to these third-party service providers, Nomadia remains liable to the Customer for any breaches by its third-party service providers under the terms of the Agreement.
13.2. Change of control. The Customer undertakes to notify Nomadia as soon as possible in the event of a change of control of the Customer. Nomadia reserves the right to terminate the Agreement automatically by giving sixty (60)
calendar days’ notice from receipt of the notification or at any time in the absence of notification. For the purposes of the foregoing, the term “control” shall have the meaning given to it in Article L233-3 of the French Commercial Code.
Notwithstanding the foregoing, when an Affiliated Entity is authorized to use the SaaS Services, if the Affiliated Entity ceases to be controlled by the Customer, the rights to access and use the SaaS Services shall immediately and automatically terminate. The Customer is responsible for ensuring that the departing Affiliated Entity ceases all use of the SaaS Services and remains solely responsible for the acts and omissions of the departing Affiliated Entity.
- TERMINATION OF THE AGREEMENT
14.1. Grounds for termination. Nomadia reserves the right to terminate the Agreement in the event of a serious breach by the Customer of one or more of its obligations. Termination shall take effect automatically (i) without notice (where justified by urgency, in particular due to inappropriate or infringing use by the Customer or Authorized Users), or (ii) after prior formal notice has been given to the Customer and has remained without effect after a period of fifteen (15) calendar days for other breaches or in the event of judicial liquidation to the fullest extent permitted by applicable law. Termination shall take effect on the day following the expiry of the aforementioned period, where applicable, and shall be without prejudice to Nomadia’s rights and remedies.
The Customer may terminate their Subscription at any time, subject to giving notice of:
– one (1) month for a monthly Subscription;
– sixty (60) days before the anniversary date for an annual Subscription.
Termination shall take effect on the next contractual expiry date. Any Subscription period that has already begun and been prepaid remains due and is non-refundable.
14.2. Consequences of termination. In the event of termination of the Contract, the rights granted to the Customer in relation to the use of the SaaS Services by Authorized Users shall immediately cease and the Customer shall cease and cause to cease all use of the SaaS Services. Termination shall not affect the rights and obligations of the Parties arising prior to the termination of the Contract.
Termination shall not release the Customer from payment of: – amounts already invoiced;
– amounts due for Services provided prior to the effective date of termination;
– additional consumption occurring prior to the effective date of termination.
Such additional consumption shall be subject to additional invoicing, even if it occurs during a prepaid period.
No refund will be made for the period remaining between the date of termination and the expiration date.
- GENERAL PROVISIONS
15.1. Independence. The Parties are and shall remain independent contractors for the entire duration of the Agreement. The Terms and Conditions do not constitute, in any way, a contract of mandate, a partnership, an employment contract, or a joint venture between the Parties.
15.2. Entire Agreement. The Contract constitutes the entire agreement between the Client and Nomadia with respect to its subject matter and supersedes any prior agreement or representation, whether written or oral. Except as expressly provided in the GTC, no modification may be made to the Contract without a written amendment signed by the Parties. In the event of any contradiction, the provisions of the Purchase Order shall prevail over the provisions of the GTC.
Any general terms and conditions of the Customer contained in a Purchase Order or similar document issued by the Customer in connection with the subscription to the SaaS Services are expressly rejected by Nomadia and are null and void.
15.3. Modification. Nomadia reserves the right to modify the GTC at any time, subject to prior notification to the Customer by any means (including notification on the Platform or by email to the Customer). The modifications shall take effect 15 days after notification. If, within this period, the Customer has not notified its intention to terminate the Service in accordance with Article 14.1 Termination, it shall be deemed to have accepted the GTC as modified.
15.4. Non-waiver. The fact that one of the Parties does not exercise any of its rights under the Contract shall not constitute a waiver on its part. Any waiver must be formalized in writing and signed by an authorized representative of the Party concerned.
15.5. Commercial reference. The Customer expressly consents to Nomadia using and reproducing, as a commercial reference, the Customer’s name, trade name, trademark, and/or logos, and to referring to the contractual relationship with the Customer in all promotional materials used by Nomadia.
15.6. Nullity. In the event that any provision of the Contract is found to be null and void, inapplicable or unenforceable by virtue of a law or final court decision, the other provisions of the Contract shall remain in full force and effect.
15.7. Non-solicitation of personnel. Unless otherwise agreed by the Parties, the Client shall refrain from hiring or otherwise employing any Nomadia employee involved in the provision of SaaS Services. This obligation shall remain in effect throughout the term of the Agreement and shall continue for six (6) months after its termination. In the event of non-compliance by the Customer, the latter shall be required to pay compensation corresponding to the last twelve (12) months of the gross remuneration of the said employee.
15.8. Evidence agreement. The information collected by Nomadia relating to access to and use of the SaaS Services may be retained by Nomadia as evidence for the entire duration of the Contract and for five (5) years after its termination or expiration for any reason whatsoever. In the event of a dispute, the Parties expressly agree, as an agreement on evidence, that the information collected by Nomadia is admissible and enforceable between the Parties.
15.9. Acceptance of the GTC, electronic signature, and apparent authority. The Agreement is concluded electronically. Clicking to accept the GTC during registration constitutes an electronic signature and implies full and complete acceptance of the Contract, with the same value as a handwritten signature. When registration is carried out on behalf of a company, in particular by means of an email address, Nomadia may legitimately consider that the person registering is duly authorized to commit the Customer, in accordance with the principle of apparent authority.
The Customer guarantees that the person registering has the necessary powers to commit them and remains in any event responsible for all acts performed using their Account.
- APPLICABLE LAW AND JURISDICTION
The GTC are governed by French law.
In the event of a dispute between the Parties relating to the Contract that cannot be resolved through amicable discussions, the Parties agree to confer exclusive jurisdiction on the competent courts within the jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants or the introduction of third parties, including for emergency or protective proceedings, whether in summary proceedings or on application.