Terms of service

01Purpose and solution

Resellers handle sales to customers, remain their contractual contacts and invoice agreed products and services. This text applies subject to the specific terms and contract accepted with the distributor.

IOTILL has developed and publishes an order and payment management software solution (the “Solution”), intended for use with various types of hardware at physical points of sale, such as tills, weighing equipment (connected scales), electronic payment terminals, digital ordering kiosks and other devices.

The Solution comprises: (i) software installed on the hardware (the “Software”), and (ii) a cloud application, available as SaaS, for viewing, supervising and analysing data from hardware running the Software (the “Application”).

The Solution is available for a monthly subscription covering the Software licence, access to the Application, delivery of application updates, and all user support and corrective maintenance services for the Solution.

The Solution is sold exclusively through commercial partners (“Distributors”).

These Terms define the technical and financial conditions under which the IOTILL Distributor supplies the Customer with the Solution and associated Corrective and Development Maintenance and Assistance services.

02Definitions

The following terms have the meanings below:

Fault: an anomaly which, individually or together with others, prevents normal use of all or part of the Application’s functions.

Subscription (or “Contract”): the fixed-term contract under which the Customer subscribes to the Solution, subject to these General Terms of Service.

Application: software for viewing data from the Software, accessible as SaaS through a web browser, without physical installation on User workstations.

Assistance: help with using the Application provided by the Distributor to the Customer by phone, email or another appropriate method.

Customer: a natural or legal person who has subscribed to the Solution.

End Customer: the Customer’s customer, whose Data may be processed by the Application.

Data: Customer or End Customer data processed within the Solution, including text or other content such as, without limitation, commercial documents, invoices, payment data and End Customers’ personal data.

Development: Updates and New Versions of the Software or Application.

Development Maintenance: deployment of Developments to the Software or Application under this Contract.

Corrective Maintenance: correction of Faults in the Software or Application.

Updates: minor versions of the Application or Software incorporating fixes and/or functional improvements.

New Version: a major version of the Application or Software incorporating new functions without regression of existing functions.

Distributor: the business responsible for distributing the Solution and from which the Customer has, where applicable, ordered it.

IOTILL: a French simplified joint-stock company with share capital of €2,000, registered office at 68 B rue Abbé Grégoire, registered with the Grenoble Trade and Companies Register under number 903616720.

Support: Corrective Maintenance, Development Maintenance and Assistance services.

Solution: the software solution comprising the Software and the Application.

User: a natural person authorised to access the Application and provided with a User Account for that purpose.

03Pre-contractual information

The Customer declares that it has tested or had the opportunity to test the Solution’s functions, particularly through a demonstration by the Distributor, and is therefore fully informed of the nature and extent of the Solution’s functions.

The Customer acknowledges receipt of all information and advice needed to understand the potential, purpose and functions of both the Software and Application, and to verify the Solution’s suitability for its needs, enabling an informed subscription decision.

04Subscription

The Subscription is deemed concluded once the Customer has:

Submitted an order or accepted the Distributor’s quote,

accepted these General Terms.

Once concluded, the Subscription cannot be cancelled. However, if the Customer unilaterally cancels it for any reason, all amounts due through the end of the Subscription become immediately payable and must be settled within 30 days of invoicing.

05Acceptance and amendment of the terms of service

Any use of the Solution implies the Customer’s full acceptance of these General Terms, excluding all documents issued by the Customer. These General Terms of Service are attached to the Distributor’s quote and accepted by placing an order.

Accepted specific terms prevail over these general terms in the event of conflict. New versions of the general terms must be dated and accepted by the customer before becoming binding on them. Updating the website does not by itself amend an existing contract.

06Term and renewal

The Subscription is concluded for the fixed term stated in the order (the “Initial Period”), defaulting to one month. At its end, it renews automatically for a period equal to the Initial Period unless notice is given by email before the current contractual period expires.

In some cases, the Subscription may be concluded for an indefinite term. It may then be terminated at any time with three months’ written notice by registered letter with acknowledgement of receipt.

07Supply, access and installation

Scope of use of the Solution

The Solution is supplied for the number of Devices stated in the Order, each Device incurring a fee under the “Service Fees” section. Equipping any additional Device incurs an additional fee.

The Solution is supplied without a limit on the number of Application Users.

User Accounts

The Customer designates the staff members who will use the Application.

The Distributor assigns each User a username and password (the “Credentials”) to access the Application. Access becomes effective immediately once the Customer approves creation of the User Account.

The Customer is solely and fully responsible for keeping Credentials confidential and must ensure that only authorised persons access the Application. Any access using Credentials is presumed to be by the User and engages the Customer’s liability.

The Customer undertakes to inform the Distributor immediately of any security breach, including voluntary disclosure or misuse of Credentials, so the Distributor can promptly take appropriate remedial measures. More generally, the Customer is responsible for the security of individual workstations accessing the Application.

Technical prerequisites

Use of the Solution requires the Customer to access a telecommunications network. This service is not included in the Subscription and must be supplied by a telecommunications operator chosen by the Customer under that operator’s responsibility. The Customer is solely responsible, at its own expense, for setting up, maintaining and connecting the configuration and telecommunications resources needed to access the Application.

Users must access the Application through a recent web browser and comply with technical prerequisites specified by IOTILL, which may change at any time.

Users may access the Application from a desktop or laptop computer, smartphone or tablet, provided they use a compatible browser (currently Google Chrome).

IOTILL sells hardware and the Solution to customers exclusively through its reseller network. The distributor handles sale or provision and customer invoicing under the order and specific terms. Configuration compatibility must be checked before ordering.

Installation and configuration of the Solution

At the Customer’s premises, the Distributor will:

Install copies of the Software on the Devices listed in the order,

set up and configure the Software,

set up the Application and create the initial User Accounts.

When installing the Software, Users must accept the End User Licence Agreement, which supplements these General Terms of Service. If the two documents conflict, these General Terms prevail.

After configuration, IOTILL or its Distributor may provide training in use of the Solution subject to a prior quote. Travel, accommodation and meal expenses may be charged in addition to the training service.

08Application availability

IOTILL implements the measures required to provide 99.95% application availability, measured over one year, every day and at all times. Preventive maintenance and interruptions ordered by an administrative or judicial authority are excluded from this calculation, in accordance with the reference Terms of Service.

Access also depends on the Internet. Disruptions to that network are separate from the operation of the application. A security intervention may require a temporary interruption.

This software availability commitment is separate from support: support requests are handled as promptly as possible, with no guaranteed hours or promise of continuous human assistance.

If this availability commitment is not met, the Customer receives one free month of subscription. This compensation replaces the penalty formula in earlier versions of the general terms.

09Training

At the Customer's request, the Distributor may provide training in the use of the Solution for the Users designated by the Customer and responsible for using it internally.

Except for the first introductory session during configuration of the Solution, these training sessions will be invoiced separately, based on a quotation accepted by the Customer. Travel, accommodation and meal expenses will, where applicable, be charged in addition to the training service.

10Updates and upgrades

11.1 Application upgrades

As part of the Subscription, and in return for payment of the monthly Service fee, IOTILL will automatically deploy Updates and New Versions of the Application as they become available. These Upgrades will be made available, on a non-exclusive basis, to all IOTILL customers.

IOTILL will deploy the Upgrades on the remote server hosting the Application. Where possible, IOTILL will deploy Upgrades outside working days or hours, namely on Saturdays, Sundays and public holidays, or before 9 am or after 9 pm. Otherwise, deployment will take place on a date and at a time agreed between the Parties, so as to minimise disruption to the Customer's access to the Application.

11.2 Software upgrades

IOTILL will also make Updates and New Versions of the Software available to the Customer on a download website or on the Hardware sales websites, so that the Customer can install them on the Hardware or have them installed by an IOTILL Distributor.

The Customer will be notified in advance of the automatic deployment of any New Version or Update. IOTILL guarantees that deployment of Application Upgrades will not affect the Solution's performance, provided that the Customer complies with IOTILL's recommended hardware and software configuration requirements for User workstations and Hardware.

IOTILL reserves the right to change a function's name, implementation, ergonomics, settings, access methods or location within the Application. All upgrades, updates and fixes will be intended to improve or optimise the Solution, particularly the security and reliability of the results obtained.

At the Customer's request, the Distributor may arrange training on Application updates and upgrades, subject to a prior quotation.

Upgrade requests

Any upgrade requested by the Customer may, at IOTILL's discretion, be included in the Solution Roadmap (the schedule for Updates and New Versions planned by IOTILL), with no guaranteed delivery date. The feature will then be included in the Upgrades supplied under this agreement at no additional cost.

If the Customer wishes an upgrade to take priority over other developments planned in the Roadmap, the Distributor will ask IOTILL to prepare a quotation for that upgrade, including a general description of the features. IOTILL remains free to accept or decline the request, depending on the upgrade's foreseeable impact on the Solution. If the Customer accepts the quotation, development will take priority over other upgrades planned in the Solution Roadmap.

IOTILL will retain all intellectual property rights in upgrades developed at the Customer's request, which will benefit all Customers of the Solution.

11Corrective maintenance

As part of the Subscription to the Solution, the Distributor undertakes to provide corrective maintenance intended to remedy Anomalies affecting the Application or Software as promptly as possible.

Support procedure

All Support requests must be submitted through a ticketing system provided by the Distributor.

Support requests are centralised through iotill support, available at support@iotill.com and managed using Intercom. Fin, an artificial intelligence agent, may assist in handling requests.

Appointment of a technical contact: the Customer will designate a contact responsible for centralising and monitoring Users' support requests with the Distributor and helping them to be handled. This person will be the Distributor's primary contact for all technical support requests relating to the Solution.

Corrective Maintenance interventions

Initial response times

Requests are handled as promptly as possible, depending on their nature and the information provided. This clause sets no numerical response time or commitment to continuous human availability.

Resolution times

The Distributor does not commit to any resolution time and will use its best efforts to resolve the Anomaly as promptly as possible, under a best-efforts obligation.

However, in the event of a Blocking Anomaly preventing any use of the Application's features, the Distributor undertakes to provide the Customer with a workaround for the Software or access to the Application in a degraded mode as promptly as possible.

The report must describe the malfunction and provide information useful for its analysis. Handling and efforts to resolve the issue follow the support procedure set out above.

Exclusions

The Distributor is released from all liability, particularly regarding intervention times under its maintenance and support obligations, for Anomalies resulting from:

Any Hardware malfunction or incompatibility;

The environment, settings and software installed on the Customer's User workstations;

Inadequate User workstation specifications, particularly memory capacity and disk space;

Malfunctions linked to third-party software installed on User workstations;

A failure or problem resulting from any intervention or manipulation by the Customer and/or a third party on User workstations that impairs the proper operation of the Application;

An inadequate Internet connection, taking into account the requirements specified by IOTILL.

Support Services do not include maintenance or assistance with the use of third-party software not supplied by the Distributor.

In general, any intervention by the Distributor required for a service outside the agreement will be subject to an additional quotation. This includes in particular:

Installation, reinstallation or configuration of the Application or Software;

Installation of third-party system updates (operating systems) or third-party components;

User training;

Development of specific upgrades and their installation and configuration.

Malfunctions resulting from incidents not covered by the agreement do not exempt the Customer from paying Service fees and will be charged at the rates in force on the date of the intervention.

12User assistance

As part of the Subscription, the Distributor provides personalised assistance with configuring and using the Solution under the conditions set out below. This Assistance is intended to answer technical questions about using the Solution.

The Customer must submit the request by email or telephone under the conditions set out in the “Support procedure” clause.

This Assistance is included in the Service Fee provided for in clause 15.

The telephone assistance provided for in this clause cannot, under any circumstances, replace the training offered by the Distributor for using the Application.

13Service fees

In return for the Solution and Support services, the Customer will pay the Distributor a monthly Service fee calculated according to the number of active Hardware devices on the first day of each calendar month. “Active Hardware” means any Hardware equipped with the Software, regardless of its actual use by the Customer, until that Hardware is sold, exchanged or disposed of. Removal of Hardware will take effect only from the month following the Customer's notification; any month started is payable in full.

Adding Hardware during the agreement will result in an additional fee from the month following the change, based on the rates in force, available on iotill.com.

The Service fee will be revised annually on the anniversary of the Agreement, based on the Syntec index, using the formula P1 = P0 × S1 / S0, where:

P1: revised price

P0: original contractual price

S0: reference SYNTEC index on the original contractual date

S1: latest index published on the revision date.

Once per calendar year, the Distributor may also decide to increase the Subscription price by more than the Syntec index, provided it gives the Customer at least 60 days' notice. In that case, the Customer may reject the change and terminate the Agreement without penalty by sending the Distributor a registered letter with acknowledgement of receipt within that period. If the Customer does not terminate within that period, the new prices will automatically apply to the current Agreement.

Other services outside the scope of this Agreement, including installation, training, bespoke development and any other out-of-contract service, will be invoiced at the end of each month and paid by bank transfer on 30-day terms, on the 15th of the following month, calculated from receipt of the invoice.

14Payment

The Service fee is payable in advance by bank transfer, direct debit and/or bank card, no later than the 10th of each month. All bank charges, including rejection charges, levied by a financial intermediary or paid by the Distributor will be recharged to the Customer.

Late-payment penalties are due from the day after the payment deadline, without a reminder. Their annual rate is the European Central Bank refinancing rate plus ten percentage points, using the rate applicable on 1 January for the first half of the year and on 1 July for the second half, in accordance with Article L441-10 II of the French Commercial Code. A fixed recovery charge of €40 is due under the conditions provided by law; if recovery costs are higher, additional compensation may be requested upon production of supporting evidence. The exceptions provided by that same article remain applicable.

If an invoice is not paid when due and the situation is not remedied within one month of the Distributor's request for payment, the Distributor may suspend access to the Solution. This suspension cannot be regarded as termination of the Agreement by the Distributor or give the Customer any entitlement to compensation.

15Licence and intellectual property

Usage rights granted to the Customer

IOTILL grants the Customer a personal, non-transferable, non-exclusive right to use the Solution within the scope defined in clause 8.1 and the Order, as updated during the Agreement. Any use beyond that scope may result in immediate suspension of the Subscription and/or termination of the Agreement solely at the Customer's fault.

The right to use the Solution is granted exclusively for the Customer's own needs and does not include any right to reproduce it, except in temporary computer memory, adapt it, modify it, distribute it free of charge or for payment, or otherwise exploit it commercially.

This Agreement does not transfer any exploitation rights in the Solution from IOTILL, including Upgrades developed under the “Upgrade requests” clause. IOTILL retains full ownership of the Solution and all its components and modules, excluding free software and open-source components.

The Customer may not transfer any or all of its rights to use the Solution to a third party.

Warranty of undisturbed use

Except for third-party open-source software and components governed by their respective licences, IOTILL warrants that it holds the authorisations and licences required for the Application, Software and their Upgrades to sell the Solution to the Customer and fulfil its obligations, particularly those relating to upgrade maintenance.

IOTILL indemnifies the Customer against all actions, claims and demands by any person asserting rights, particularly on grounds of infringement, that seek to restrict or prohibit use of the Solution or any component supplied by IOTILL under this agreement.

This warranty is subject to the following express conditions:

The Customer must notify IOTILL in writing of the action, claim, statement or formal notice preceding the dispute within one month, except in urgent proceedings, including court-ordered inspections, seizures or interim proceedings, which must be notified within eight working days;

The Customer must enable IOTILL to defend its own interests and those of the Customer, subject to the Customer's agreement, particularly regarding the choice of lawyers responsible for its defence. The Customer must cooperate in good faith with that defence by providing all information, evidence and assistance reasonably required.

Under this warranty, including where the Customer decides to conduct its own defence, IOTILL undertakes to bear all damages and other compensation, including legal, expert and procedural costs, awarded against the Customer by a final court decision enforceable against IOTILL relating to the Customer's use of the Solution and no longer subject to any appeal, whether or not such appeal would suspend enforcement. This warranty is limited to the cap specified in the “Liability” clause.

If a final court decision enforceable against IOTILL and no longer subject to an appeal suspending enforcement prohibits use of all or part of the Solution or any component, IOTILL will endeavour, at its option and expense, to:

Obtain the right for the Customer to continue using the Solution and/or the elements developed or supplied by IOTILL under this agreement; or

Replace the infringing elements within no more than six months to avoid any risk of infringement, unfair competition or parasitic conduct, while providing the Customer with at least the same functionality and performance specifications.

If IOTILL cannot obtain the right for the Customer to continue using the Solution or replace it with a non-infringing application, it will immediately notify the Customer by registered letter with acknowledgement of receipt. Either Party may then terminate this agreement without notice and without the Customer being entitled to claim compensation for that termination.

The existence of any action, claim or demand defined above does not entitle the Customer to terminate this agreement or suspend payment of Service fees or out-of-contract services, except as permitted by the “Subscription term” and “Termination” clauses of these general terms. Such an action, claim or demand does not constitute a breach of IOTILL's contractual obligations within the meaning of the “Termination” clause.

This warranty does not apply if the legal action arises from the Customer's modification or use of the Application that is unauthorised or not provided for in this agreement.

16Data and security

Data ownership

All Data and information relating to the Customer's operation of the Solution remain the Customer's exclusive property.

The Distributor must not disclose them or communicate their content to any third party except on the order of a judicial or administrative authority. Unless the order prohibits it, the Distributor will promptly inform the Customer of the order and the Data disclosed.

Data retention period

Subject to the personal data provisions set out below, Data are retained throughout the Agreement. When the Agreement ends, the “Consequences of termination of the Agreement” clause applies.

Personal data

The Parties undertake to comply with Appendix 1 concerning the processing of personal data relating to Users of the Solution and End Customers.

Data security

IOTILL undertakes to implement the following security measures:

By default, IOTILL performs a daily real-time backup of the Data to enable their restoration. Backups are retained for seven days.

17Assignment of the agreement

Neither Party may assign all or part of this agreement, for payment or free of charge, without the other Party's prior written consent, except where the Distributor's business is transferred to a third party, provided that the Assignee assumes the contractual commitments and the Distributor has informed the Customer in advance.

In that event, and by derogation from Article 1216-1 of the French Civil Code, the Distributor will be released from all its obligations towards the Customer.

18Liability

Scope of liability

Given the high level of technology used in the Solution, and except for availability or Support commitments subject to penalties, the Parties expressly agree that the Distributor is bound only by a best-efforts obligation. Its liability may therefore be incurred only for a fault on its part proven by the Customer.

The Distributor will not be liable for any damage arising from the Customer's use of the Solution. Any use of data obtained through the Solution is solely within the Customer's competence and responsibility.

In particular, the Application processes Data from Software installed on the Customer's Hardware, including POS, payment and weighing devices. It cannot therefore operate correctly if the Hardware or installed Software malfunctions. The Customer is responsible for (i) maintaining the Hardware in working order and (ii) installing, or having IOTILL Distributors install, Software Updates and New Versions included in the Subscription.

The Customer releases the Distributor and IOTILL from liability for Application malfunctions linked to Hardware malfunctions or the Customer's failure to update or maintain the Software.

Limitation of liability

The Distributor is expressly excluded from liability for indirect losses suffered by the Customer, including commercial loss, loss of customers or damage to brand image, arising from use of the Solution, inability to use it or use of the results obtained from it. Any action brought against the Customer by a third party constitutes indirect loss.

The Distributor cannot be held liable where the alleged loss is linked to:

Use of the Solution in a way not provided for in the user documentation or not expressly authorised by this Agreement;

Use of all or part of the Solution when the Distributor had recommended suspending its use following a difficulty or for any other reason;

Use of the Solution in an environment or configuration that does not meet IOTILL's technical requirements, or in conjunction with third-party programs or data not expressly approved by IOTILL;

Loss of Customer data following an intervention by a third-party provider appointed by the Customer, where the Customer failed to back up the data beforehand despite being asked to do so;

Damage resulting from the Customer's fault or negligence, or which the Customer could have avoided by seeking the Distributor's advice.

If a judgment is entered against the Distributor, damages payable by it will in all circumstances be expressly limited to the amount actually paid by the Customer to the Distributor during the twelve months preceding the Customer's first out-of-court or judicial claim.

If the competent court finds this cap inapplicable, the Distributor's liability will be limited to the amount covered under its professional liability insurance policy, provided that cover is available to it.

19Termination

Either Party may terminate the Agreement as specified in the “Subscription term” clause.

If either Party breaches its obligations and fails to remedy that breach within one month of formal notice sent by registered letter with acknowledgement of receipt, the other Party may terminate the agreement as of right by registered letter with acknowledgement of receipt.

20Tax archives and retention obligations

Retailers must retain POS data needed for tax audits and be able to provide it to the authorities. The software must enable archiving, with the information needed to ensure integrity and traceability. A backup intended for recovery after a failure does not replace a tax archive.

The reference tax retention period is six years from the last transaction entered in the books or records, or from the creation of the document or supporting record. The law of 25 June 2026 extends this to ten years for documents and records whose retention period expires after 1 January 2027. The six-year rule published in the March 2026 BOFiP guidance must therefore be read alongside this reform and its transitional provisions.

Accounting documents and supporting records must be retained for ten years; for organising accounting archives, the starting point is the closing date of the financial year concerned. Where several obligations apply to the same record, retention must satisfy each of them. Ending the subscription does not restart these periods.

Archives must remain usable during an audit, including after a change of software. BOFiP requires an archive generation function at least annually or per financial year, an open format with instructions in French, and a complete archive before any purge. Statutory cumulative totals remain stored in the system under the conditions set out in BOFiP.

As a software publisher, IOTILL also has its own obligation: to retain the code, technical data, processing operations and documentation covered by Articles L96 J and L102 D until the end of the third year following the year in which distribution of the software ceases. This obligation covers versions marketed; moving to a new version does not permit destruction of documentation for earlier versions.

Tax archives can be downloaded from the iotill Cloud interface. They can also be supplied on request to support@iotill.com after the requester's identity has been verified. This procedure enables their retrieval when a subscription ends.

Retrieving archives does not release the retailer from its own retention obligations. Termination is not a reason to erase archives still subject to mandatory retention. Personal data processed on the customer's behalf are returned or deleted as instructed at the end of the service, subject to applicable legal obligations. Tax archives remain separate from prospecting data and support conversations.

21End of the agreement and data retrieval

When the Agreement ends, for any reason, the Customer must:

Immediately stop using the Solution;

Pay all outstanding amounts due to the Distributor within 30 days.

Fees paid for the current contractual period remain payable to the Distributor and are non-refundable.

Tax archives can be downloaded from the iotill Cloud interface. They can also be supplied on request to support@iotill.com after the requester's identity has been verified. This procedure enables their retrieval when a subscription ends. The product catalogue can be retrieved using the Solution's export module, in accordance with the reference Terms of Service.

Ending the agreement does not restart statutory retention periods or automatically erase all data after 30 or 90 days. Tax archives and other personal data are handled separately, in accordance with the “Tax archives and retention obligations” section and the personal data appendix.

22Contractual confidentiality

Each Party undertakes, on its own behalf and on behalf of its employees, to treat as confidential, during and after this agreement, all documents, data, systems, software and know-how originating from the other Party of which it becomes aware in performing this agreement, and not to disclose them to third parties or use them for purposes outside this agreement.

Information is not considered Confidential Information if it:

Was provided to one Party by a third party before the other Party disclosed it; or

Is in the public domain without the receiving Party having contributed to its disclosure; or

Was developed independently by the receiving Party.

23Subcontracting

The Distributor may subcontract all or part of this agreement to any third party of its choice. It nevertheless remains solely responsible towards the Customer for all its obligations under this agreement.

24Commercial reference

The Distributor is authorised to use the Customer's name as a commercial reference.

25Force majeure

Neither Party may be held liable to the other for failure to fulfil its contractual obligations where that failure is caused exclusively by a force majeure event, including but not limited to terrorism, fire, explosion, flooding of IT equipment and particularly Server premises, laws or decrees incompatible with performance of the Agreement, interruption of electricity, Internet or telecommunications networks, or the death of a key person at the Distributor, such as its legal or de facto manager or technical director, who cannot be replaced immediately.

If either Party is prevented from fulfilling its obligations for more than three months by a force majeure event, either Party may terminate this agreement as of right, without damages being payable by either Party.

26Entire agreement, amendments and other provisions

This agreement, including its preamble and appendices, constitutes the entire agreement between the Parties concerning its subject matter. It replaces all earlier oral and written agreements relating to that subject matter.

Any amendment to any provision of this agreement must be recorded in writing and signed by both Parties.

Severability

If one or more provisions of this agreement are held invalid or declared invalid under a law, regulation or final decision of a competent court, the remaining provisions retain their full force and effect.

No waiver

A Party's failure to invoke the other Party's breach of any obligation under this agreement cannot be interpreted as a waiver of that obligation for the future.

27Governing law and disputes

This agreement is governed by French law.

The Parties agree to endeavour to settle amicably all disputes arising from the formation, interpretation, performance or termination of this agreement. On the occurrence of a dispute, the Parties will meet within one month of one Party notifying the other by registered letter with acknowledgement of receipt. At least one representative of each Party must attend the conciliation meeting. If no amicable agreement is reached within one month of that meeting, each Party regains its full freedom of action.

IF NO AMICABLE AGREEMENT IS REACHED UNDER THE CONDITIONS SET OUT ABOVE, ANY DISPUTE BETWEEN THE PARTIES RELATING TO THE FORMATION, INTERPRETATION, PERFORMANCE OR TERMINATION OF THE AGREEMENT, FOR ANY REASON, AND ANY RESULTING CONSEQUENCES, WILL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COURT AT THE DISTRIBUTOR'S REGISTERED OFFICE, NOTWITHSTANDING THIRD-PARTY PROCEEDINGS OR MULTIPLE DEFENDANTS, INCLUDING URGENT OR PROTECTIVE PROCEEDINGS, WHETHER ON APPLICATION OR IN SUMMARY PROCEEDINGS.

28Appendix — personal data in the Solution

Responsibilities of the Parties

User data

The Distributor is the controller only for contact data, namely email address, surname, first name and telephone number, relating to Users of the Solution, collected and processed solely to perform the Agreement and manage the commercial relationship, in accordance with the CNIL “Commercial Management” framework of 28 December 2018.

End Customer data

The Customer alone acts as controller for End Customers' personal data processed by the Solution. The Distributor acts solely as processor of those data in its capacity as provider of the Solution.

In its capacity as processor, the Distributor is liable only for obligations specifically imposed on it by the Agreement or applicable personal data protection regulations, or where it has acted outside the Customer's specific instructions.

The Distributor cannot be held liable for the Customer's breaches of those regulations that are in no way attributable to it, pursuant to Article 82(3) GDPR.

In all circumstances, the Distributor's liability towards the Customer, in the event of a third-party claim under the joint and several liability established by Article 82(4) GDPR, is limited to the amount specified in the “Liability” clause of this Agreement.

Customer warranty

For all End Customer Data, the Customer warrants to the Distributor that it has fulfilled all its obligations under personal data protection regulations. Accordingly, the Customer warrants that it has informed the individuals concerned of how their data are used and of their rights, including the rights to object, access, rectification, portability, erasure and restriction of processing.

The Customer indemnifies the Distributor against any action, complaint or claim brought by a User, an individual whose personal data are hosted by IOTILL or its subprocessors, or that individual's successor in title, relating to use or processing of those Data by the Solution. Accordingly, the Customer indemnifies the Distributor against any compensation or award payable as a result of a claim by a current or former User of the Solution or an End Customer, and acknowledges its sole responsibility for collecting and processing the Data.

Processing of personal data

The Customer authorises the Distributor, as processor, to process personal data on its behalf exclusively for the following purposes: hosting the Application and providing Support services, including Corrective Maintenance, for the Application and Software.

The Distributor undertakes to:

Process data only for the purpose or purposes covered by the processing services;

Process data in accordance with the Customer's documented instructions;

Ensure the confidentiality of personal data processed under this agreement;

Ensure that persons authorised to process personal data under this agreement:

Commit to confidentiality or are subject to an appropriate statutory confidentiality obligation;

Receive the necessary training in personal data protection.

Subprocessing

The Distributor is authorised to use the following subprocessors:

Google, referred to as the “subprocessor”, for the following processing activity: hosting the Application;

IOTILL: corrective maintenance, Application upgrades and second-level User Support.

Intercom is used for centralised iotill support and may use its Fin agent. This service is currently hosted in the United States; the applicable transfer safeguards and list of subprocessors must be included in the contractual data protection documentation.

Before appointing other subprocessors, the Distributor will inform the Customer in writing, clearly identifying the outsourced processing activities, the subprocessor's identity and contact details, and the dates of the subprocessing agreement. The Customer has 15 days from receipt of that information to raise objections. If no objection is raised within that period, the subprocessor is deemed approved by the Customer.

The Distributor will ensure that the subprocessor provides the same sufficient guarantees concerning appropriate technical and organisational measures so that processing meets the requirements of the European data protection regulation. In all circumstances, the Distributor remains fully responsible towards the Customer for the other processor's performance of its obligations.

Data subject rights

The Customer is responsible for handling Users' requests to exercise their rights under applicable regulations, including the rights to object, access, rectification, portability, erasure of minors' data and restriction of processing. If data subjects submit requests to exercise their rights to the Distributor, these will systematically be forwarded to the Customer for handling within the statutory time limits.

Data security measures

Data from the iotill Cloud solution are hosted by Firebase/Google in Germany. The backup and security provisions concern that solution. Intercom support hosting in the United States is separate and subject to its documented transfer safeguards.

Depending on the nature and sensitivity of personal data and the risks to individuals in the event of a data breach, IOTILL will implement additional security measures for Data, particularly personal data, on the Customer's instructions. These measures may include encryption, pseudonymisation or regular audits of Data availability and security.

Personal data breaches

The processor informs the controller of a personal data breach without undue delay after becoming aware of it and provides the useful information available. The controller assesses and, where applicable, makes the notifications required by Articles 33 and 34 GDPR.

Personal data retention period

The Customer is responsible for making any declarations or carrying out impact assessments required by law or European regulations to determine the retention period for these data, and for deleting or deactivating User Accounts and deleting End Customer Data in accordance with applicable regulations.

Handling of personal data at the end of the Agreement

At the end of the service, personal data are returned to the Customer or deleted at its choice, and copies are destroyed, subject to retention required by law. Tax archives can be retrieved from iotill Cloud or requested from support@iotill.com after the requester's identity has been verified. Their retention follows the rules set out in the “Tax archives and retention obligations” section.

Record of processing activities

The Distributor undertakes to maintain a record of personal data processing activities in its capacity as processor, as required by applicable regulations, including the Customer's identity and contact details as controller and the nature of the processing operations performed, namely application hosting and support.

Duty to assist

The Distributor will use its best efforts to assist the Customer in ensuring that personal data processing complies with applicable regulations. It will make all necessary information available to the Customer for any compliance or security audit or impact assessment conducted by the Customer.

However, the services covered by the Agreement do not include carrying out procedures specific to the Customer, such as drafting impact assessments or notifying a Data breach to the CNIL. These will, where applicable, be invoiced as separate services.