General Terms of Use and Sales for the WorkerNav Solution

The company KEY KNOWLEDGE LIMITED, Irish Private Company Limited by Shares | Certificate of incorporation No: 709121, whose registered office is located at Unit 2, Old Station House, 15 Main Road, Blackrock, Co. Dublin (hereinafter referred to as "the Provider").
Hereinafter individually referred to as a "Party" and collectively as the "Parties".

Exposed

The WorkerNav solution specializes in smart building management solutions and software.The Client wishes to use the SaaS solution from Key Knowledge for the operation of the WorkerNav solution.

The features of the WorkerNav solution are as follows:

• Data Centralization: WorkerNav centralizes information on sites, buildings, and equipment, facilitating access to essential data for efficient management.
• Request and Reporting Management: All requests and reports are centralized and processed transparently, with real-time notifications for quick resolution.
• Intervention Planning: WorkerNav offers advanced tools for planning and tracking maintenance interventions in real-time.
• Incident Ticket Management: Incident management is simplified with the creation of incident tickets via the mobile app, including photos and detailed descriptions. Real-time updates ensure quick and effective intervention.

(Hereinafter referred to as "the Solution")

According to the General Terms and Conditions of Sale (GTC), the Client acknowledges having received from the Provider all necessary information enabling them to assess the suitability of the application services to their needs and to take all necessary precautions for its use.

In consideration of the full acceptance of these GTC and payment, the Provider grants the Client the right and authorization to use the Solution according to the terms, number of licenses, and duration specified in the Purchase Order.

By accepting the GTC, the Client grants the Provider the right to use the logo and information of their company on the website for promotional and communication purposes.

By accepting the GTC, the Client agrees not to disclose to third parties the preferential rates granted to them.

However, the Provider acknowledges that the Client is and will remain the owner of all goodwill, rights, titles, and interests related to the Intellectual Property. The Provider will not use the intellectual property for any purpose except within the limits authorized herein, and will not take any action that could, in the reasonable opinion of the client, harm or alter the Client's rights, titles, and interests in and to the Intellectual Property.

The Client has the right to ensure that the Provider's promotional campaigns are conducted in a manner that does not harm the Client's business and/or reputation and/or projects. The Client reserves the right to request the Provider to make any necessary modifications and/or to remove any promotional advertising that may harm the Client's business and/or reputation and/or projects.

The Provider's Customer Service can be contacted:

• Opening hours: 08:30 - 18:30 Monday to Friday.
• By email at team@workernav.com, 7 days a week / 24 hours a day.

General Terms of Sale WorkerNav

Article 1: Purpose

The purpose of this Contract is to define the conditions for the Client's access to and use of the WorkerNav Solution.

The Provider grants the Client, who accepts:

• The rights to operate the Solution under the terms, limits, and conditions defined in this Contract for the Client's commercial use.
• A set of services, including data hosting, Solution maintenance, and technical support.

Article 2: Description of the Solution

2.1 The Solution

The Provider grants the Client, who accepts, a right of access to the Solution via the Internet for the use of the Services remotely from servers hosted by Amazon Web Service.
The Provider makes the Solution available to the Client via the Internet, following standard quality and security norms.

The Provider ensures data hosting, maintenance, and security of the Solution.

Any interventions required due to improper or unauthorized use of the Solution by the Client or resulting from a malfunction of any element of the Client's configuration will be billed separately.

2.2 Evolution of the Solution

The Provider is free to evolve the functionalities and services of the Solution without prior notice to the Client, provided this does not cause any service degradation or loss of data or functionalities (non-regression).

2.3 Access to the Solution

The Client, to access the Solution, must have a computer and a phone connected to the Internet and use a compatible browser. The Provider recommends using the Google Chrome browser.

The Client is solely responsible for, and bears the exclusive costs of, acquiring, setting up, maintaining, and connecting the various elements of the configuration and telecommunications means necessary to access the Solution.

The Client will use this access right alone.

They can connect at any time, except during maintenance periods, namely:

• 24 hours a day.
• 7 days a week.
• Including Sundays and holidays.

Access is carried out:

• From the Client's computer, or phone.
• Using the identifiers provided to the Client.

Client identification during service access is carried out using a username and password chosen by each user.

Two or more users cannot use the same identifier to connect simultaneously.

The Client will use the Identifiers provided during each connection to the services.

The identifiers are intended to reserve access to the Solution for users, protect the integrity and availability of the Solution, and ensure the integrity, availability, and confidentiality of the Client's Data as transmitted by the users.

The Provider does not have access to the passwords protecting the Client's Identifiers.
The identifiers are strictly personal and confidential. The Client agrees to keep them secret and not to disclose them in any form.

Any transmission to third parties by the Client is under their sole responsibility. Any use of the identifiers is under the Client's full responsibility. In case of loss or theft of one of their identifiers, the Client agrees to immediately notify the Provider.

Article 3: Effect and Duration

This Contract is concluded for an indefinite duration and takes effect from the subscription of a Subscription by the Client.

The minimum Subscription period is one (1) year.

In all cases, the Subscription is renewable by tacit agreement for a period identical to the initial period, unless terminated by one of the parties by email at least:

• Three (3) months before the renewal date.

Article 4: Ownership

4.1 Solution Ownership

The Provider remains the owner of the intellectual property rights on the Solution. This Contract does not transfer any intellectual property rights to the Client.

4.2 Data Ownership

The Client remains the owner of all Data they use via the Solution within the scope of the Contract. Consequently, the Provider is not liable for any infringement acts that may be observed in the content of the Client's data.

The Client agrees to inform the Provider without delay if they become aware of any of the above-mentioned cases. Furthermore, the Provider may suspend access to the Services in the above-mentioned circumstances, without this constituting a breach of its obligations under this Contract.

The Client agrees to indemnify, defend, and hold the Provider and its subcontractors harmless, at their own expense, from and against any claims, losses, damages (including reasonable attorneys' fees and costs), allegations, or liabilities arising from:

• Any harm to persons or property of third parties due to said Data.
• Any violation of French or international laws due to said Data.
• The illegal, immoral, infringing, or defamatory nature, or alleged illegal, immoral, infringing, or defamatory nature of said Data.

In any case, the Provider cannot be held responsible for any damage resulting from the content of the Client's Data.

Article 5: Maintenance

The Provider is responsible for the corrective and evolutionary maintenance of the Solution. The Provider commits to minimizing, in time and number, the interruptions necessary for maintenance.

5.1 Corrective Maintenance

Corrective maintenance aims to correct any defect related to the Solution, including any anomaly or bug that may affect the functioning of the Solution. Corrective maintenance is provided by the Provider. Please refer to the provided SLA.

5.2 Evolutionary Maintenance

Evolutionary maintenance involves updating the Solution and its technical documentation and/or providing the Client with the new edition improved in its existing functionalities, excluding any other service for specific development. Interventions related to this service may temporarily make the service unavailable.

They are carried out at regular intervals after a notice period of 5 days via email. The Provider will strive to perform these interventions outside of business days and hours.

Article 6: Data Processing

6.1 Personal Data

If the data transmitted for the use of the Services includes personal data, the Client guarantees to the Provider that it has complied with all its obligations under the General Data Protection Regulation (GDPR) and any other applicable data protection legislation. The Client specifically undertakes to have informed the concerned individuals about the use of their personal data and, where applicable, to have obtained their informed consent.

6.2 Data Utilization

The Client is potentially responsible for the editorial content in the use of the Solution. The Client is solely responsible for the quality, legality, and relevance of the Data and content they transmit for using the Solution. They also guarantee that they hold the intellectual property rights allowing them to use the Data and content. Consequently, the Provider disclaims any liability in case of non-compliance of the Data and/or content with laws and regulations, public order, or the Client's needs. The Client guarantees the Provider, upon first request, against any damage resulting from a third-party claim for a violation of this guarantee.
More generally, the Client is solely responsible for the content and messages disseminated and/or downloaded via the Solution. The Client remains the sole owner of the Data constituting the content of the Solution.

6.3 Data Security

The Client and the Provider commit to implementing appropriate technical means to ensure Data security.

Article 7: Financial Terms

7.1 Fees and Allocated Disk Space

The maximum disk storage space provided for storing Data without additional cost is 10,000 photos. If the amount of disk storage space used exceeds the indicated limits, the Client will be notified by email and charged additional storage fees of 20 euros per additional 10,000 photos.

The Service fees will be indicated in euros and are exclusive of taxes and charges.

The billing address is the address of the Client's registered office.

7.2 Price Revision

The Service Provider reserves the right to modify its rates. The new rates will only come into effect on the next subscription renewal date.

7.3 Payment Terms

Notwithstanding the commitment duration, Services are billed annually based on the Subscription choice made by the Client. Invoices are payable within 30 days from the billing date and are automatically debited by direct debit from the Client's bank account. All invoices from the Provider are sent by email. No invoices from the Provider are sent by mail.

7.4 Non-Payment

Without prejudice to any damages, non-payment of an invoice by the Client when due automatically results in:

• Immediate suspension of Services.
• Automatic termination of the Contract within 30 days after the Provider sends a notification, via email, of non-payment that remains unresolved.

Article 8: Warranty

The Provider declares and guarantees:

• That they hold all intellectual property rights allowing them to conclude the Contract.
• That the Solution does not infringe on third-party rights.

The Provider makes no other express or implied warranties regarding the Solution and related Services, including, but not limited to, any implied warranty of merchantability or fitness of the Solution for a particular purpose. The Provider does not guarantee the results of the Solution and is only subject to a best-effort obligation. They do not guarantee that the Solution's functionalities will meet the Client's and their users' requirements.

Article 9: Liability / Force Majeure

9.1 Liability

The Client acknowledges having read all the conditions related to the use of the Solution provided by the Provider. The Client expressly agrees that the use of the Solution is under their sole responsibility.

Under no circumstances shall the Provider be held liable, directly or indirectly, for any damage caused to the Client or a third party due to the use of the Solution, regardless of the cause. Similarly, the Provider shall not be held liable, directly or indirectly, for any damage caused to the Client or a third party due to the unavailability or malfunction of the Solution, regardless of the cause or duration.

The use of any content downloaded or obtained through the use of the Solution is at the Client's discretion and they are solely responsible for any damage to their computer, mobile phone, wireless equipment, or data resulting from the use of the Solution or the downloading of Data.

The Provider does not cover compensation for direct or indirect, material or immaterial damages caused by the use of the Solution. It is up to the Client to take out insurance covering such risks or to be their own insurer.

The Client and the users of the Solution waive any recourse against the Provider, its subcontractors, and its partners.

The Client has and will retain exclusive responsibility for: (a) all Client Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of the Client or any Authorized User in connection with the Service; (c) the Client's IT infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by the Client or through third-party services ("Client Systems"); (d) the security and use of the Client's and its Authorized Users' access credentials; and (e) all access to and use of the Service, directly or indirectly, by or through the Client Systems or its access credentials or those of its Authorized Users, with or without the Client's knowledge or consent, including all results obtained from such access or use, and all conclusions, decisions, and actions based on such access or use.

This clause is considered essential and determining by the Provider, who would not have contracted without it. Furthermore, the Provider cannot be held responsible for any damage, direct or indirect, resulting from the use of Data accessible via the Internet. The Client acknowledges that nothing in these terms exempts them from the obligation to pay any amount due to the Provider under the Subscription.

The Client is solely responsible for the accuracy and completeness of the verifications performed using the Solution. The Provider can in no way be held responsible for errors, omissions, or negligence committed by the Client during the verifications of the installations.

The Provider strives to provide a high-quality service but does not guarantee that the use of the Solution will be error-free or that all anomalies or malfunctions will be detected or corrected. The results obtained via the Solution are provided for informational purposes and do not replace a comprehensive professional inspection.

The Provider cannot be held responsible for direct, indirect, special, incidental, or consequential damages, including but not limited to loss of profits, business interruptions, loss of data or business information, resulting from the use or inability to use the Solution, even if the Provider has been advised of the possibility of such damages.

The Client agrees to indemnify and hold harmless the Provider, its officers, employees, partners, and suppliers against any claims, actions, or demands, including but not limited to legal fees, arising from the Client's abusive or improper use of the Solution or from its violation of these General Terms and Conditions of Sale.

9.2 Force Majeure

In the event of an occurrence beyond the control of the Client and the Provider, rendering the execution of the Contract dangerous or significantly unbalanced, it will be suspended or terminated at the initiative of one of the parties, manifested by email, if no resolution is foreseeable within a reasonable time.

This includes, but is not limited to, interruptions in electricity or telecommunications services, fire, strike, lockout, flood, cyclone, machinery breakdown, war, riot, requisition, transportation delays, inability to procure supplies under normal conditions, and any circumstances beyond their control preventing the normal execution of the Contract.

9.3 Specific Cases of Limitation of Liability

The Provider is not responsible in case of an incident independent of the Solution and solely the responsibility of the Host or the Internet Service Provider. The Provider is not responsible for the consequences of a security defect (hardware or software) of the connection terminal (computer, mobile phone, etc.) used by the Client.

More generally, the Provider cannot be held responsible for elements outside its control and for any damage that may be suffered by the Client's technical environment, including computers, software, network equipment (modems, phones, etc.), and any equipment used to access or use the services of the Solution.

The Provider, although subject to an obligation of IT security, cannot guarantee the absence of modification, intrusion, alteration, or unavailability of the Solution operated by a third party (person, virus, etc.).

Article 10: Termination

In the event of a breach by the Client or the Provider of their contractual obligations, the Contract may be terminated by right by the other party 30 days after sending an email. The notice of default will indicate the deficiencies observed.

In the event of termination, the Client will cease using all identifiers. The reversibility services will be implemented in accordance with the following article.

The Provider will commit to electronically returning to the Client all data stored in the Solution within 10 working days following the payment of all amounts owed by the Client to the Provider.

Article 11: Reversibility

In the event of the termination of the contractual relationship, for any reason, and provided that the Client is up to date with the payment of their invoices, the Provider will make available to the Client a backup of the database containing all the Data within the Solution, which they can retrieve online.

The Client will have a period of 3 months from the end of the Subscription, for any reason, to retrieve their Data. Beyond this period, the Client is expressly informed that their Data will be deleted without the responsibility of the Provider being engaged.

At the Client's request, the Provider can provide a customized extraction of the database. In this case, a service quote will be communicated to the Client.

Article 12: Confidentiality

The Provider and the Client are obligated to keep confidential all information received from the other Party, and in particular, not to disclose the other Party's confidential information to any third party, other than employees or agents who need to know them, and to use the other Party's confidential information only for the purpose of exercising their rights and fulfilling their obligations under the Contract and for a period of 1 year after the end of the Contract.

The Provider and the Client also commit to ensuring that their personnel, and any agent or third party who may intervene in any capacity under the Contract, comply with these provisions.

Article 13: Disputes

Disputes that may arise within the framework of the contractual relationships established between the Client and the Provider shall be resolved, to the extent possible, amicably.

If an amicable resolution is not reached within three months from the notification by either party, any disputes arising from the General Terms and Conditions, regarding their validity, interpretation, execution, termination, consequences, and aftermath, shall be submitted to the Paris Court.

Article 14: Applicable Law and Language of the Contract

These General Terms and Conditions and the resulting operations are governed and subject to French law. They are written in French. In the event of translation into one or more foreign languages, only the French text will prevail in case of a dispute.

Article 15: Modification

The Provider reserves the right to modify the content of these General Conditions at any time and without prior notice. The General Conditions will be available and updated on the website www.workernav.com.

Any use of the Solution following a modification of the General Terms and Conditions will imply acceptance by each Client of said modifications.

When the changes to the General Terms and Conditions are considered substantial, they will be brought to the Client's attention by email and will require acceptance by the latter