General Terms and Conditions of Sale

1. Purpose and scope

These General Terms and Conditions of Sale (the "Terms") govern all services provided by ADROC APP (the "Provider") to its business customers (the "Customer"), including the supply, installation and commissioning of energy-consumption metering and monitoring devices (gas, electricity, water), including data loggers, IoT SIM cards, data transfer to monitoring platforms and access to such platforms.

Any order implies the Customer's unreserved acceptance of these Terms, which prevail over any document issued by the Customer (general purchasing conditions, purchase orders, etc.). These Terms apply exclusively to business customers (B2B); they are not intended for consumers.

2. Quotes, orders and formation of the contract

Each service is the subject of a written quote stating the description, price and period of validity (30 days unless otherwise stated). The contract is formed on the date the Provider receives the accepted quote (by signature, confirmation e-mail or purchase order). Any change of scope after acceptance will be subject to an amendment or a new quote.

3. Prices and taxes

Prices are stated in the currency shown on the quote (pounds sterling £ or euro €), exclusive of tax. For services supplied to a taxable customer established outside the European Union, VAT is not applicable — article 259-1 of the French Tax Code (place of supply outside France). The Customer is liable, where applicable, for any taxes, duties or levies due in its own country.

Unless otherwise stated in the quote, prices exclude travel, accommodation, site-access fees, permits and any supplies not expressly included.

Prices are firm for the period of validity of the quote. For continuing services (platform access, subscriptions, connectivity, SIM cards), the Provider may revise its rates upon each renewal subject to 30 days' written notice. If, after formation of the contract, an unforeseeable change of circumstances within the meaning of article 1195 of the French Civil Code renders performance excessively onerous for the Provider (in particular an increase in the cost of components, energy, connectivity or third-party services), the Provider may request renegotiation of the price; failing agreement within 30 days, it may suspend or terminate the service concerned without indemnity. The Customer, for its part, waives the benefit of article 1195.

4. Payment terms and conditions

Unless otherwise agreed, invoices are payable by bank transfer within 30 days of the invoice date. A deposit may be required before any intervention. In the event of late payment, the following become due automatically and without prior notice: late-payment interest at three times the French legal interest rate, plus a fixed recovery indemnity of €40 (articles L441-10 and D441-5 of the French Commercial Code), without prejudice to any other justified costs. The Provider may suspend the services and access to the platforms in the event of non-payment.

5. Lead times and scheduling

Intervention lead times are given for guidance only and depend on the Customer's availability, site access and provision of prerequisites. A delay shall not give rise to cancellation, indemnity, penalty or withholding, save by written agreement. The Provider shall not be liable for delays attributable to the Customer, a third party, a supplier or an event of force majeure.

6. Customer's obligations and cooperation

The Customer undertakes to provide, at its own cost and in good time: safe and clear access to the installations and metering points; the necessary authorisations, work permits and clearances; the required power supplies, networks and connectivity; and all accurate information about its installations (drawings, meter specifications, equipment). The Customer warrants that its site complies with applicable health and safety rules and appoints a competent point of contact. Any inaccurate information or missing prerequisite may give rise to additional chargeable costs or delays.

7. Scope and performance of on-site installation

The services consist of installing non-intrusive metering and monitoring devices (data loggers, sensors, transmission modules, SIM cards) intended to read consumption. The Provider does not operate, modify or intervene on the Customer's processes, production equipment, safety devices or energy installations, which remain under the sole control and responsibility of the Customer as operator. Where a connection to existing installations is required, the Customer first makes them safe (isolation/lock-out, shutdown, access) and remains responsible for the general safety of its premises and for a compliant working environment. Interventions are carried out in accordance with good professional practice and the site's safety instructions communicated in advance, the Provider and its personnel complying with the applicable prevention plan.

8. Acceptance and conformity

Commissioning constitutes acceptance. Failing written and substantiated reservations made within 8 days of commissioning, the service is deemed accepted and compliant. Reservations suspend the obligation to pay only for the disputed and justified portion.

9. Materials, equipment and retention of title

The equipment supplied (data loggers, sensors, SIM cards, accessories) remains the property of the Provider until full payment of the price. Risk passes to the Customer upon installation. The Customer undertakes not to move, modify, open or allow any third party to act on the equipment without written agreement. Any IoT SIM card supplied is intended solely for the transmission of metering data; any other use is prohibited and may be charged or result in deactivation of the line.

10. Software, platforms and third-party services

Access to monitoring platforms (e.g. eSight, Power Radar) is granted as a non-exclusive, non-transferable licence or subscription for the agreed term. These platforms and connectivity services rely on third-party providers; the Provider does not guarantee uninterrupted availability and is not liable for interruptions, changes or discontinuation of service attributable to such third parties. Continued access beyond the initial period may be subject to a separate subscription.

The technical characteristics, functionalities, performance levels, latency, accuracy, data granularity or frequency, traceability capabilities and availability rates of these third-party platforms and services are those defined by their publishers and are liable to change; they are not guaranteed by the Provider. Any specification relayed by the Provider is given for information only and subject to the publisher's terms and documentation, which alone are binding.

11. Data and personal-data protection (GDPR)

The data collected is mainly technical consumption data. Where personal data is processed, each party complies with Regulation (EU) 2016/679 (GDPR); the Provider acts as processor on behalf of the Customer and processes such data only on its documented instructions, implements appropriate security measures and returns or deletes the data at the end of the contract. The Customer warrants that it has the necessary legal bases.

The Provider implements reasonable security measures but cannot guarantee absolute security. It is not liable for intrusions, hacking, viruses, unauthorised access, alteration, loss or disclosure of data arising from third-party platforms, connectivity networks and services, SIM cards or the Customer's information systems, nor for the consequences of access credentials or rights insufficiently protected by the Customer. The Customer is responsible for the confidentiality of its credentials and for any back-ups it deems necessary.

12. Warranties

The Provider warrants that its services conform to the quote and are performed in accordance with good professional practice. Equipment benefits solely from the manufacturer's warranty. Excluded from the warranty are: defects resulting from misuse, modification or intervention by a third party, power or network failure, a non-compliant environment, normal wear and tear, or external causes. The warranty is limited, at the Provider's option, to the repair, replacement or reconfiguration of the non-compliant service.

13. No performance or energy-savings guarantee

The Provider's services are intended for the measurement and monitoring of consumption. The Provider is bound by an obligation of means only and does not guarantee any level of energy savings, cost reduction, performance or return on investment. Any indicators, estimates or simulations provided are purely indicative. Decisions and actions taken by the Customer on the basis of the data remain entirely the Customer's responsibility.

14. Liability — limitation and exclusion

To the fullest extent permitted by law, the liability of ADROC APP is excluded. The Provider may be held liable only for direct, material and proven damage resulting from its own exclusive fault. Expressly excluded are all indirect or immaterial damages, including: loss of production, business, data, turnover, profit, clientele or goodwill, energy overcosts, business interruption, as well as any loss suffered by a third party or by the Customer arising from its own installations, equipment, premises or decisions.

In particular, the Provider is not liable for: damage related to the condition, safety or non-conformity of the Customer's site; the consequences of inaccurate or incomplete information provided by the Customer; interruptions, failures or discontinuation of networks, connectivity or third-party platforms; nor the Customer's use of the data or measurements.

In any event, and for all causes combined, the Provider's total liability is capped at the amount, excluding tax, actually paid by the Customer for the service giving rise to the damage. Any claim must be brought within one year of the triggering event. As required by law, these exclusions and limitations do not apply in the event of wilful misconduct (dol), gross negligence (faute lourde) or personal injury.

15. Insurance

Each party is responsible for insuring its own activities, personnel, property, equipment and installations. The Customer, as operator, shall in particular insure its premises, processes and production and energy equipment. The Provider's liability remains in any event limited and capped under the conditions of article 14, irrespective of the existence or extent of any insurance cover.

16. Intellectual property and confidentiality

The Provider retains all intellectual-property rights in its methods, tools, configurations and deliverables. No assignment is granted beyond the right of use necessary to operate the services. Each party undertakes to keep the information exchanged confidential and not to disclose it to third parties, for the term of the contract and 3 years thereafter.

17. Subcontracting

The Provider may use subcontractors for all or part of the services, under its own responsibility.

18. Force majeure

Neither party shall be liable for any failure resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code (including adverse weather, disaster, conflict, epidemic, failure of a network or energy supplier, administrative restriction). The affected obligations are suspended for the duration of the event.

19. Termination

In the event of a serious breach by a party that is not remedied within 15 days of formal notice, the other party may terminate the contract automatically, without prejudice to damages. Services performed and costs incurred as at the termination date remain payable.

20. Governing law and jurisdiction

These Terms and any related service are governed by French law. Failing an amicable settlement, any dispute falls within the exclusive jurisdiction of the courts of Meaux (France), including in the event of multiple defendants, third-party proceedings or urgent proceedings.

21. Miscellaneous

Assignment. The Customer may not assign or transfer the contract, in whole or in part, without the Provider's prior written consent. The Provider may freely assign the contract, its rights or its receivables to any third party or affiliated company.

Non-solicitation. During the term of the contract and for twelve (12) months thereafter, the Customer shall refrain from soliciting, enticing away or employing, directly or indirectly, any employee or contractor of the Provider who took part in the services. In the event of breach, the Customer shall pay a fixed indemnity equal to twelve (12) months of the gross remuneration of the employee concerned.

The invalidity of any clause does not affect the validity of the others. Failure to exercise a right does not constitute a waiver. These Terms, the quote and its annexes constitute the entire agreement between the parties. In the event of any discrepancy of interpretation between the French and English versions of these Terms, the French version prevails.