MATOOMA, (hereinafter referred to as « Matooma »), a simplified joint stock company with share capital of €904,005, having its registered office at Immeuble Le Liner - ZAC de l'Aéroport - 2630 Avenue Georges Frêche - 34470 Pérols, registered in the MONTPELLIER Trade and Companies Register under number 751 918 541, represented by its Chairman.

• 

  Website: www.matooma.com

• 

  Individual VAT identification number: FR71 751918541

• Contact:

• 

  Mail: Immeuble Le Liner - ZAC de l’Aéroport - Entrée 2 SIS - 2630 Avenue Georges Frêche - 34470 Pérols

• 

  Email: contact@matooma.com

• 

  Telephone: +33(0) 04 88 36 07 40

The following terms, the first letter of which is a capital letter, have the meaning attributed to them in this article, whether used in the singular or plural:

• 

  Subscription: the right to use the SIM Card and benefit from the Services under the terms of the Contract concluded between the Client and Matooma.

• 

  Anomaly: any malfunction of the Services.

• 

  Subscription Form: document signed electronically by the Parties and specifying the Customer's contact, billing and delivery details, the terms and conditions of the Contract and the Users of the Services.

• 

  Client: the company, signatory to this Contract, wishing to use the Services offered by Matooma under the conditions set out herein. It is hereby stipulated that the Customer is responsible for compliance with these terms and conditions by Users, for whom the Customer guarantees compliance with the stipulations and obligations arising therefrom.

• 

  Contract: means these General Terms and Conditions, the Commercial Proposal, the Subscription Form and any appendices, as they may be amended, replaced or supplemented by amendment. When the order is placed by the Customer via the online shop on the Matooma website, the Contract refers to these terms and conditions, the contract sent by Matooma following validation of the order by the Customer and any appendices, as they may be amended, replaced or supplemented by amendment.

• 

  Requests: All requests concerning Service Support, particularly in the event of an Anomaly.

• 

  Technical Environment: Customer's technical requirements and conditions (architecture, hardware, servers, software, etc.) necessary for the use and proper operation of Matooma Services.

• 

  Supplier: Matooma's technical and/or commercial partner, including in particular the Operator.

• 

  M2Mmanager : SaaS platform made available to the Customer and Users by Matooma to manage the Customer's SIM Cards and Communicating Terminals.

• 

  SIM Card(s): means the "subscriber identification module(s)" supplied to the Customer, in accordance with this Contract, which enables the Customer to access and use the Services. SIM Cards are the property of the Operators and are made available to Clients by Matooma.

• 

  MatooWan : Private APN solution to strengthen the security of data transport between the Operator's infrastructure and the Customer's infrastructure and to facilitate remote access to the Customer's equipment.

• 

  Operator: any entity that operates or uses electronic communication networks open to the public and in accordance with the regulatory authorities. For all intents and purposes, Matooma is acting as an intermediary between the Operator and the Customer, and not as the Operator.

• 

  Party(ies): means Matooma and the Customer together and one of them individually.

• 

  Commercial Proposal: refers to the document signed electronically by the Parties and formalising their mutual contractual commitment on the pricing conditions of the Services subscribed to by the Client from Matooma.

• 

  Service(s): refers to one or more of the services offered by Matooma, namely:

• 

  The M2Mmanager platform.

• 

  SIM Cards and Subscriptions. This Service is inseparable from the M2Mmanager Service.

• 

  The MatooWan.

• 

  Services Support.

The choice of Services taken out by the Customer is specified in the Contract.

• 

  Support: Handles Customer Requests and coordinates with Operators.

• 

  Communicating Terminal: any box in the Customer's custody containing a communication module incorporating the SIM Card enabling data to be transmitted via electronic communications networks.

• 

  Abnormal Use: any abnormal use of the Services by the Customer or User, in particular:

• 

  any use of the SIM Card outside the geographical area expressly authorised in the Contract;

• 

  any use contrary to Matooma's instructions;

• 

  any use not provided for in the Contract;

• 

  any inappropriate or improper use of the Services in accordance with the Contract;

• 

  any use of the Services other than for the purposes of the Customer's professional activity.

• 

  User: any person duly authorised by the Customer to use the M2Mmanager.

Matooma offers connected object management outsourcing services using public electronic communications networks. Thanks to its specific multi-operator connectivity offer, it provides the Customer with Services enabling them to manage connected objects and the consumption of these Services, via the dedicated M2Mmanager management portal.

These general terms and conditions of service apply, without restriction or reservation, to all Services provided to the Client by Matooma, as described below.

As such, Matooma acts as an intermediary between professional customers using connected objects, manufacturers and electronic communications operators.

Matooma is not an Operator operating an electronic communications network or a provider of electronic communications services to the public; it relies on the electronic communications networks and services of third party Operators and depends on the quality of these networks and Services to provide its own Services under the terms of the Contract.

Subject to the provisions of Article 19.2 paragraph 2 herein, the Customer declares that he/she has read these general terms and conditions and has accepted them by ticking the appropriate box when signing the Contract electronically or when placing an order online via the online shop.

Matooma offers the Client several Services as defined below. The choice of Services subscribed to by the Client and their terms and conditions are specified in the Contract.

The Customer declares that its connectivity needs in terms of electronic communication (voice, data, SMS) comply with the Services offered by Matooma as specified in the Contract. The Customer acknowledges that the use of the Services may not be appropriate to connect medical devices and to operate data transmissions for monitoring physical persons, which may require higher levels of security and availability than the Services offered by Matooma.

The Services offered comply with the regulations in force in France. Matooma may not be held liable in the event of non-compliance with the legislation of the country in which the Services are performed or used, which it is the Client's responsibility to check.

5.1. Accessing the M2Mmanager

M2Mmanager is a SaaS platform accessible via the Internet. It is the Customer's responsibility to provide and maintain its equipment and Internet access for its Users.

Matooma is released from any liability in the event of inability to access the M2Mmanager due to an event beyond its control.

5.2. Using the M2Mmanager

Matooma creates a client space for each Client and a personal space for each User within the client space according to the rights defined by the Client.

The M2Mmanager is a universal platform for all Matooma customers. If the Customer requests the development of a specific function accepted by Matooma, this may be the subject of an estimate and, subject to acceptance by the Customer, additional invoicing.

All subsequent developments of a specific functionality will be the property of Matooma, which will necessarily make said developments available to all its customers.

The Customer or the User, for whom the Customer acts as guarantor, must:

• 

  Immediately report to Matooma any known or suspected illegal copying or distribution of content and do everything in your power to stop such infringements immediately;

• 

  not to usurp the identity of another Customer or User of the M2Mmanager, nor to provide false information about his identity in order to access and/or use the M2Mmanager;

• 

  download or store on its personal space only data, documents or information that it owns or is authorised to hold;

• 

  comply with the instructions, recommendations and updates communicated by Matooma, including after the Contract has been signed;

• 

  use the M2Mmanager in accordance with the terms of the Contract exclusively for the needs of its professional activity.

Any use not authorised herein is prohibited and, in particular but without limitation, the Customer and the User, for whom the Customer acts as a guarantor, must not (nor authorise a third party to):

• 

  copy, reproduce, alter, modify, adapt, translate in any way whatsoever, integrate into other software, all or part of the M2Mmanager, create derivative works from the M2Mmanager, decompile, disassemble or reverse engineer it or attempt to discover its source codes (deemed strictly confidential);

• 

  sell, license, rent, sub-license or distribute in any way all or part of the M2Mmanager;

• 

  remove, conceal or alter any proprietary notices, labels or legal notices, such as trademarks or copyright notices associated with M2Mmanager.

5.3. Identifier management

Within 48 working hours of concluding the Contract, Matooma will send the Client and each of the Users, by email to the address indicated in the Contract, a link enabling them to create their account and connect to their space within the M2Mmanager.

User IDs and passwords are strictly personal. The Customer and each User undertake to guarantee their confidentiality and security.

The User and/or Customer is presumed to be connected to his/her space by entering his/her login and password. In this respect, the Customer is responsible for all activities carried out from his Customer space or the personal space of his Users. This presumption of identification of the User and the Customer may be rebutted by proof of any fact not attributable to the User or the Customer, it being specified that a breach by the User or the Customer of their obligation of confidentiality allowing unauthorised use by a third party is not such as to rebut this presumption.

The Client must inform Matooma without delay if it becomes aware of a security breach relating in particular to the deliberate communication or misappropriation of its credentials or those of Users, so that Matooma can immediately take all appropriate measures to remedy the security breach.

In the event of loss or misappropriation of an identifier, the Client or User will notify Matooma as soon as possible. Matooma will then reset the account concerned by sending a new password by email. Matooma reserves the right to ask the User or Client to provide proof of identity to avoid any usurpation or hacking of their account.

At the end of any use of their personal space, Users or Customers must disconnect from it so that no unauthorised person can access it without their authorisation.

5.4. M2Mmanager availability

Matooma does its utmost to allow the Client and User access to M2Mmanager 24 hours a day, 7 days a week, except in cases of force majeure and subject to maintenance periods under the conditions defined below.

Matooma is released from any liability in the event of impossibility of access to M2Mmanager due to a case of force majeure, within the meaning of the provisions of Article 1218 of the Civil Code, or due to an event beyond its direct control (in particular a problem with the Client's or User's equipment, technical hazards, disruption of the Internet network, etc.).

The Customer and the User acknowledge that Matooma's obligation with regard to the availability and proper operation of the M2Mmanager is merely an obligation of means.

5.5. M2Mmanager maintenance

Matooma expressly reserves the right to correct any Anomaly in the M2Mmanager as well as the right to adapt, modify and make improvements without prior notice to enable use in accordance with its intended purpose. These rights are exercised without any obligation to inform or notify, without prejudice to the other stipulations herein.

The User's or Customer's access to their personal space and/or the M2Mmanager may be temporarily unavailable due to maintenance operations (updates, improvements, changes in content, etc.) and/or technical constraints linked in particular to the specific characteristics of the Internet.

Matooma makes its best efforts to make the User's or Customer's personal space and/or the M2Mmanager available during working hours and by carrying out maintenance and/or updating operations outside working hours.

The User and the Customer acknowledge and accept that the aforementioned periods of unavailability are necessary for the continued operation of their space and the M2Mmanager and/or are imposed by technical constraints over which Matooma has no control. Consequently, the Customer may not hold Matooma liable for these periods of unavailability or claim any compensation whatsoever.

It is specified that any interruption in access to the M2Mmanager has no effect on the operation of the Customer's SIM Cards and Communicating Terminals.

6.1. Presentation of SIM Cards and Subscriptions

Single or multi-operator SIM cards are used, via subscriptions, to ensure the connectivity and access of Communicating Terminals to Operators' networks.

Single-operator SIM cards allow Subscribers to access the network of a single local Operator for all types of usage (Data, Voice, SMS).

Multi-operator SIM cards allow subscribers to access the different networks of local operators for all types of usage (Data, Voice, SMS).

Matooma provides the Client with the list of countries and services by zone in the Contract. This list depends on the roaming agreements of Matooma's Operators. It may be modified without notice by the Operators and therefore by Matooma, without Matooma being held liable.

The various options and conditions linked to the SIM Cards and Subscriptions chosen by the Customer are detailed in the Contract.

The Customer is solely responsible for the choice of SIM Card orders and Subscription subscriptions.

6.2. Ordering SIM Cards and taking out Subscriptions

6.2.1 Placing an order

SIM Card orders are placed by the Customer via a form accessible on the M2Mmanager. Matooma acknowledges receipt of this order by email.

In the case of Contracts concluded via the online shop, Matooma is responsible for ordering the first SIM Cards (up to a maximum of 3 SIM Cards) on behalf of the Customer, in accordance with the instructions given by the Customer when the Contract was concluded.

6.2.2. Proof of order

It is expressly agreed that, in the absence of manifest error on the part of Matooma, the data stored in its information system have evidential value with respect to orders placed by the Client.

Upon confirmation of dispatch of the online order, the Customer will obtain an order number and a summary of his order. He will find the history and tracking of his orders in his personal account on M2Mmanager.

6.2.3. Modification and cancellation of SIM Card orders

No modification or cancellation of an order for SIM Cards will be taken into account by Matooma after the order has been sent to the Customer unless expressly agreed by Matooma.

6.3. Delivery and activation of SIM Cards

6.3.1. Terms of delivery

Matooma endeavours to dispatch orders for less than one thousand (1000) SIM Cards within a maximum of three (3) working days from the issue of the aforementioned acknowledgement of receipt.

For an order of more than one thousand (1000) SIM Cards or a specific SIM Card format, Matooma will inform the Customer of the estimated delivery time. Matooma may, at its discretion, use a professional carrier.

Any delivery charges are payable by the Customer and depend on the volume of SIM Cards ordered and the delivery location.

SIM Card delivery times are given as an indication only and do not constitute an essential element of the Client's commitment. Matooma may not be held liable to the Client in the event of late delivery of SIM Cards. In any event, Matooma's liability is limited to the amount of the order in question, excluding VAT.

Matooma cannot be held liable under any circumstances, in particular:

• 

  in the event of delay or suspension of receipt of SIM Cards attributable to the Customer, the Operator or in the event of force majeure;

• 

  due to the non-conformity of an address provided by a Customer;

• 

  in the event of late delivery due to the professional carrier.

6.3.2. Reception

The Client is responsible for checking the apparent condition of the SIM Cards upon delivery. It is the Client's responsibility to express reservations in the event of damage or missing items and/or defects, and if necessary to refuse the SIM Cards and to notify Matooma and the carrier within three (3) working days by registered mail with acknowledgement of receipt.

In the absence of reservations expressly made in writing by the Customer within the time limits and in the form set out above, the SIM Cards shall be deemed to comply in terms of quantity and apparent quality with the Customer's order and no further claims may be validly made.

In the event of valid and proven reservations, the Customer will organise the returns at his own expense and under his sole responsibility. Matooma will replace the SIM Cards with a new shipment.

6.3.3. Installing SIM cards

The installation of SIM Cards is, in any event, the responsibility of the Customer.

6.3.4. Activation of Subscriptions

The Customer's choice of Subscription will be made when the SIM Card is paired.

The time taken to activate Subscriptions and therefore SIM Cards depends on the Operator. It is a maximum of 24 working hours from receipt of the activation request for single-operator Subscriptions and 4 working hours for multi-operator Subscriptions from receipt of the activation request.

6.4. Using SIM Cards

6.4.1. Use of SIM Cards

SIM Cards issued to the Customer by Matooma as a loan for use enable the Customer to send and receive national and international electronic communications under the conditions defined in the Contract.

SIM Cards, which are in the custody and under the responsibility of the Customer, remain the exclusive property of the Operator, which may replace them at any time:

• 

  on its own initiative;

• 

  at the Customer's request under the conditions set out in the Contract;

• 

  on a proposal from Matooma accepted by the Client in the case of defective SIM Cards.

The Customer is solely responsible for the use and safekeeping of the SIM Cards issued to him/her.

6.4.2. Prohibited uses of SIM Cards

The Customer undertakes not to:

• 

  Duplicating and/or modifying the SIM Card;

• 

  Use the SIM Card to change the routing of a communications service on a network;

• 

  Making abnormal or fraudulent use of the SIM Card.

In the event of contrary use of the SIM Card, Matooma reserves the right to suspend or terminate the Services under the conditions set out below.

The SIM Cards remain the exclusive property of the Operators. Consequently, the Customer must oppose any attempt to requisition or seize the SIM Cards.

6.4.3. SIM Card damage

The Customer shall bear all risks of loss, theft, destruction and damage caused to the SIM Cards, whatever the cause and whether or not the risks are covered by the insurance taken out by the Customer.

In the event of a SIM Card claim, the Customer must:

• 

  Immediately notify Matooma using the M2Mmanager so that the SIM Card Subscription can be terminated;

• 

  File a claim with your insurance company within the time limit set out in your insurance policy;

• 

  Where applicable, report the loss or theft to the competent authorities (police or consular); and send a copy of the receipt for the said report to Matooma within 48 hours using the M2Mmanager.

The Customer is responsible for the use of the SIM Cards issued to him/her and for payment of all calls made prior to their termination, without exception.

The Customer shall not be liable from the date of cancellation of the SIM Card.

If the date of termination is disputed, it is deemed to have taken place on the date of the act of managing the termination of the SIM Card on the M2Mmanager. The Client will be solely responsible for the consequences of untimely termination in any form whatsoever. Matooma cannot be held responsible for the consequences of an inaccurate declaration or one that does not come from the Client.

If the Customer takes out a new Subscription or orders a new SIM Card following a claim, the activation costs for the new SIM Cards will be invoiced in accordance with the conditions set out in the Contract.

6.4.4. Suspension of Subscriptions by the Customer

The Customer may suspend, for any reason whatsoever, one or more Subscriptions via the M2Mmanager for an indefinite period. This suspension prevents the Customer from receiving and transmitting data using the SIM Card.

However, this suspension does not interrupt the billing of said Subscriptions. The Client remains liable to Matooma for all fees due for the suspended Subscriptions as well as those relating to any Services and/or options subscribed to during the entire period of suspension.

The Customer may request reinstatement of the Subscription at any time via the M2Mmanager. This reinstatement is carried out within a maximum of 24 working hours, free of charge, and enables the Customer to resume receiving and transmitting data via the SIM Card associated with the Subscription.

6.4.5. Cancellation of Subscriptions by the Customer

The Customer may terminate his Subscriptions in accordance with the terms and conditions of article 11.2 hereof.

6.5. VoLTE M2M Technology

6.5.1. Access to VoLTE M2M Technology

Access to the VoLTE service depends on the infrastructure of partner Operators and the compatibility of the Client's equipment. Therefore, the Client is responsible for verifying that their equipment meets the technical requirements set by the Operators and ensuring compliance with their usage conditions.

6.5.2. Availability of VoLTE M2M

MATOOMA is entirely external to the provision of VoLTE technology, meaning that MATOOMA is under no obligation in this regard, particularly concerning service availability or quality.

It should be noted that the operation of VoLTE M2M is subject to technological developments and the policies of the Operators.

6.5.3. Use of VoLTE M2M

The Client is informed that:

• 

  The VoLTE service in roaming is generally not permitted unless expressly authorised by the relevant Operator. The Client is responsible for obtaining direct authorisation from the said Operator.

• 

  The VoLTE service should only be activated on devices that explicitly require this functionality.

• 

  Any abusive or non-compliant use may result in service suspension, particularly in the following case:

• 

  A call drop rate exceeding 30% may lead to line suspension, in accordance with Operator rules.

In any case, it is the Client's responsibility to:

• 

  Before any deployment, Operators may require the prior installation of Connected Objects for a test period to observe the VoLTE service’s behaviour.

• 

  Declare to Matooma and the relevant Operator the references of the VoLTE modules used, as well as their software versions, and update this information in the event of any modification.

• 

  For the VoLTE option provided via certain Operators, the Client undertakes to:

• 

  Assign the option to a compatible plan.

• 

  Accept and comply with the specific usage conditions defined by the relevant Operator.

6.5.4. Suspension / Termination of VoLTE M2M

In the event of non-compliance with the technical conditions or usage restrictions imposed by the Operators, Matooma reserves the right to suspend or terminate access to VoLTE without prior notice or compensation.

7.1. Presentation of MatooWan

MatooWan is a private APN solution that strengthens the security of data transport between the Parties' infrastructures and facilitates remote access to the Customer's communicating Terminals.

The Client acknowledges that the Matoowan Service provided by Matooma depends on the services provided by its Suppliers. Matooma cannot be held responsible in the event that Suppliers fail to meet their obligations.

7.2. Subscription to the MatooWan Service

MatooWan is an optional Service provided only to Customers who subscribe to this Service. The choice of subscription to the MatooWan Service is specified in the Customer's Commercial Proposal.

The Customer must choose between a dedicated APN and a shared private APN, the characteristics of which are detailed in the appendix.

7.3. Connection process

Setting up the MatooWan offer involves the following steps:

• 

  A feasibility study to qualify the requirements and answer the technical questions related to the project defined by the Customer. This feasibility study is formalised in a document called the General Functional Specification Sheet. The Client must validate this document and return it signed to Matooma.

• 

  At the end of the connection, an acceptance report will be drawn up by Matooma to validate the correct operation of the MatooWan connection with Customer's technical infrastructure.

• 

  Once the connection has been finalised, the MatooWan Service will be invoiced.

The various stages are detailed in the General Functional Specifications sheet.

In this regard, the Client agrees to provide Matooma with all accurate, up-to-date and relevant information and to express it in an intelligible manner. In general, the Client agrees to provide all information requested by Matooma in a timely manner.

Matooma cannot be held responsible for any incident or error resulting from inaccurate, irrelevant or unintelligible data expressed by the Client. Similarly, Matooma will be relieved of all liability in the event of inaccuracy of the General Functional Specification Sheet once it has been validated by the Client.

Matooma handles the processing of Requests and coordination with Operators in accordance with the following conditions, including in particular:

• 

  Access to and support in using the M2Mmanager;

• 

  Administrative requests and management actions that cannot be carried out via the M2Mmanager;

• 

  Requests related to Service Anomalies (M2Mmanager and/or SIM Card and MatooWan connectivity).

8.1. Types of Service Support

Matooma offers:

• 

  Support during working hours applicable to all Services subscribed to by the Customer.

• 

  optional Support only for the MatooWan Service at the rate defined in the Contract.

8.1.1. Business hours support

Users or Customers submit their Requests by email, telephone or via the "My Requests" tab accessible within the M2Mmanager platform.

Customer Service can be contacted by telephone from Monday to Friday between 9.00 and 18.00 on +33 4 88 36 07 40 (followed by a number to reach the right person according to the Request) except on public holidays or exceptional internal events.

Support can also be contacted by the Customer or User 24 hours a day, 7 days a week via the following channels:

• 

  on the M2Mmanager management platform;

• 

  by email to: helpme@matooma.com.

The Client or User undertakes to provide Matooma with all the information required to manage their Request.

Matooma will prioritise Customer Requests according to the type of Request.

Support monitoring provided by Matooma is available at all times via the M2Mmanager.

Anomalies will be dealt with by Matooma's customer service department according to the following processing and escalation scheme:

Prioritisation of requests relating to anomalies

Matooma will make its best efforts to resolve Anomalies as soon as possible but cannot guarantee resolution to the Client. The resolution of Anomalies may consist in particular, at Matooma's discretion, of a configuration of the Services, a specific development or a workaround solution.

• 

  Priority P1 Anomaly: means an Anomaly resulting in a total degradation of the functions of the Service affected (SIM Cards and/or MatooWan and/or M2Mmanager). For this type of Anomaly, the response time guarantee is 30 minutes, with a resolution time of less than 120 minutes for 90% of Anomalies, from receipt of the Request.

• 

  Priority P2 Anomaly: means an Anomaly resulting in a partial degradation of the functions of the affected Service (SIM Cards and/or MatooWan and/or M2Mmanager). For this type of Anomaly, the response time guarantee is 60 minutes, with a resolution time of less than 240 minutes for 90% of Anomalies, from receipt of the Request.

• 

  Priority P3 Anomaly: means an Anomaly resulting in a random degradation of the functions of the Service affected (SIM Cards and/or MatooWan and/or M2Mmanager). For this type of Anomaly, the response time guarantee is 240 minutes, with a resolution time of less than (1) working day for 90% of Anomalies, from receipt of the Request.

These resolution time guarantees do not apply to Anomalies that depend on the resolution time of Suppliers and Operators and are automatically suspended during periods when Matooma is waiting for information from the Customer.

Matooma reserves the right to refuse to provide Support in cases where the Anomaly results from:

• 

  any modification of the Services made by or for the Client without the express, specific and prior agreement of Matooma;

• 

  a defect in the Services resulting from a third-party application or system set up by or for the Client that is not authorised, supplied or licensed by Matooma;

• 

  insufficient capacity of the Customer's Technical Environment;

• 

  in the event of abnormal use of the Services by the Customer;

• 

  the intervention of a third party not authorised by Matooma.

8.2 MatooWan out-of-hours support option

If the Customer has subscribed to this option, Requests from Users listed by the Customer in the MatooWan project Functional Technical Specification sheet will have access to an on-call number outside working hours.

As part of this optional support, the prioritization of Requests characterized as MatooWan-related Anomalies will be taken into account by Matooma customer service according to the following processing and escalation scheme:

9.1. General stipulations and price revisions

The pricing conditions are determined in the Contract. The price of the Services may be subject to an annual increase based on the recorded rise of the Syntec index, according to the following formula:

P = (Po x S) / So

P is the price after revision.

Po corresponds to the initial price for the first adjustment, then to the price resulting from the previous adjustment for subsequent revisions.

S corresponds to the most recent Syntec index published on the price revision date.

So corresponds to the value of the Syntec index in force on the date on which the Contract was drawn up for the first revision, then the value of the Syntec index on the day of the previous revision for subsequent revisions.

In the event of the disappearance of the index referred to above, the Parties will agree on a new index to establish a formula with comparable effect. Failing agreement on a new index, the President of the Commercial Court of Montpellier is expressly empowered to define an index that will be included in the revision formula.

This index will have to be chosen in such a way that it is as close as possible to the disappeared index and that it respects the spirit that the Parties intended to define when establishing this revision clause.

These prices are expressed exclusive of tax and inclusive of all taxes, and take account of the VAT applicable on the day the Contract is concluded.

The pricing conditions for the various Services offered by Matooma are detailed in the Contract.

9.2. Financial terms of the Services

The Services are invoiced in accordance with the terms and rates set out in the Contract.

The cost of the Services subscribed to by the Customer may be increased by Matooma by any additional costs invoiced by the Operator in the event of:

• 

  calls and text messages to premium rate numbers, including short and special numbers, as well as all satellite numbers,

• 

  and more generally, in the event of Abnormal Use by the Customer.

In the event of a delayed communication of the Client’s SIM card usage by the Operator, Matooma reserves the right to adjust the billing of said usage within a maximum period of three (3) months from the end of the relevant consumption period.

The first invoice for each Subscription is based on the full month of activation of the Subscription and the following month.

Termination of Services subscribed for a fixed term or a minimum commitment period results in full invoicing of the fees due until the expiry of the minimum commitment period or the fixed term of each Subscription.

10.1. Terms of payment

The billing terms are those defined in the Contract, and the invoices are issued by Matooma and sent to the Client by email, or made available on a dedicated platform agreed with the Client, where applicable. They are also available in the Client's area on the M2Mmanager.

The Client undertakes to inform Matooma immediately of any change to their direct debit and necessarily before such change becomes effective.

10.2. Late payment

In accordance with the regulations in force, any sum not paid by the Client on the due date set out above will give rise, without prior reminder, to the payment of late payment penalties in accordance with the semi-annual key rate of the European Central Bank (ECB) on 1er January or 1er July plus 10 points. Matooma shall automatically be liable for these penalties, without any formality or prior notice. They run from the day following the scheduled settlement date until full payment of the amount due by the Client.

In addition, a fixed indemnity for collection costs, in the amount of 40 euros, will be payable by the Client as of right and without prior notification in the event of late payment. Matooma reserves the right to request additional compensation from the Client if the collection costs actually incurred exceed this amount, upon presentation of supporting documents.

Late payment will result in the immediate payment of all sums due by the Client, without prejudice to any other action that Matooma may be entitled to take against the Client in this respect.

Matooma also reserves the right to suspend the provision of Services or to terminate the Contract under the conditions of Articles 11 and 12 herein.

Furthermore, in the event of a payment incident, Matooma may also require the Customer to provide any new guarantee it deems useful.

10.3. Solvency

The Customer recognizes and accepts that MATOOMA can at any time verify the solvency of the Customer. MATOOMA reserves the right not to contract with Clients whose solvency appears insufficient. Furthermore, in the event of a deterioration in the solvency of the Customer during the course of the Contract, or an incident or delay in payment, MATOOMA will have the right to modify the payment terms granted or to demand additional guarantees, including for orders in progress, and this without prejudice to all other rights and actions that MATOOMA reserves the right to exercise and in particular, the cancellation of the present Contract.

11.1. Duration

The duration of each Service subscribed to by the Customer is set out in the Contract.

• 

  For Services taken out for an indefinite period, either Party may terminate the Service at any time by giving reasonable notice, subject to the stipulations below.

• 

  For Services subscribed for a fixed term or with a minimum commitment period, the Parties may only terminate the said Service at the end of this period. In any event, all fees due up to the end of the minimum commitment period or fixed term for each Service will remain due to Matooma in the event of early termination by the Customer.

It is specified that this stipulation cannot be qualified as a penalty clause as its purpose is to preserve the contractual balance initially intended by the Parties.

Subscriptions are subject to a minimum irrevocable commitment period of one month from activation of the SIM Card.

The MatooWan Service has a minimum irrevocable commitment period of 12 months starting from the end of the connection.

The M2Mmanager Service may only be terminated once all the Services linked to it have been terminated.

11.2. Resolutory clause

In the event that the Client fails to fulfil any of its obligations under articles 5, 10, 14, 16, 18 and 19 hereof and, in general, its obligations under the Contract, Matooma, after sending formal notice by registered post with acknowledgement of receipt, which has remained without effect for fifteen (15) calendar days, unless otherwise stated on the formal notice, following its receipt, may terminate the contract to the exclusive detriment of the Client without prejudice to any damages that may be claimed from it.

If the consequences of the Client's breach are clearly irremediable, Matooma may terminate the Contract without prior notice, by simple notification by registered letter with acknowledgement of receipt.

11.3. Collective proceedings

This Contract may also be terminated by Matooma in the event of the liquidation or receivership of the Client under the legal and regulatory conditions in force, and subject, where applicable, to the provisions of public policy applicable.

11.4. Consequences of termination of the Contract

Subject to compliance with the specified durations or minimum commitment periods for certain Services, in the event of termination of the Contract, all the Services subscribed to by the Customer will also terminate. The Parties will then be released from all commitments arising from the Contract, subject to those clauses which by their nature are intended to survive its termination.

Termination of the Contract, in whole or in part, in no way releases the Customer from any payment obligations that may have arisen prior to said termination.

If the Contract is terminated for the Customer's fault during the fixed term or the minimum commitment period for the Services, the Customer shall remain liable for all sums due in respect of the minimum commitment period or the fixed term for the said Services.

Termination of a Service subscribed to for a fixed or indefinite period does not entail termination of the Contract.

Matooma reserves the right to suspend the Services in whole or in part in the following cases:

• 

  in the event of total or partial non-payment of an invoice on the due date;

• 

  in the event of Abnormal Use of the Services;

• 

  in the event that the Customer fails to fulfil any of its obligations, as set out in articles 5 to 10, 14, 16, 18 and 19 hereof and in the Commercial Proposal, where applicable.

This suspension will be carried out after formal notice has been sent by any means to the Customer and has remained without effect for five (5) calendar days from the date on which it was sent, unless otherwise stated on the formal notice or, without prior formal notice in the event of Abnormal Use of the Services.

This suspension does not prevent Matooma from terminating the Contract in accordance with Article 11 hereof.

The Parties may not be held liable in the event of force majeure preventing them from performing their obligations under the Contract, within the meaning of article 1218 of the French Civil Code (with the exception of obligations to pay sums of money, which may not be suspended).

Force majeure" means any event beyond the control of the Party invoking it, which could not reasonably have been foreseen when the Contract was entered into, the effects of which cannot be avoided by appropriate measures and which prevents that Party from performing its obligation, including but not limited to:

• 

  interruptions to the operation of telecommunications networks or the Internet;

• 

  natural events (lightning, fire, floods, earthquakes, etc.);

• 

  acts of war, riots and attacks;

• 

  internal or external strikes or labour disputes;

• 

  company lock-out;

• 

  the blocking of means of transport for any reason whatsoever;

• 

  pandemics, epidemics and health crises;

• 

  wars;

• 

  cyber attacks.

When it intends to invoke an event of force majeure preventing it from performing all or part of its obligations under the Contract, the Party affected must immediately notify the other Party by any means and give written confirmation within thirty (30) working days of the occurrence of the event. It shall endeavour to keep the other Party regularly informed of developments in the situation.

This suspension of obligations shall under no circumstances give rise to liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.

If the situation of force majeure persists for a period of more than three (3) months without there being an agreement between the Parties to deal with this situation, each of the Parties will have the right to terminate the Contract. Termination in such a case must be notified by registered letter with acknowledgement of receipt and will take effect on the date of receipt of the said letter, or failing that on the date of its first presentation.

14.1. Obligations of the Customer

As the performance of the Contract requires close and regular cooperation between the Parties, the Client must make available to Matooma all information and documents in its possession that Matooma may require in the performance of the Services.

The Customer undertakes to:

• 

  Not to make Abnormal Use of the Services;

• 

  not to use (or authorise a third party to use), knowingly or through negligence, the Services to transmit or receive information of any kind whatsoever, in breach of the laws and regulations in force (in particular, information that is threatening, defamatory, breaches confidentiality commitments, infringes the property rights or image rights of third parties, promotes illicit activities, acts of aggression and/or disrupts public order, and more generally information likely to infringe the rights of third parties);

• 

  implement physical and logical security measures to protect the Technical Environment and accessible hardware and software;

• 

  not knowingly or negligently transmit any electronic communication via the Services which causes, or is likely to cause, damage of any kind whatsoever to the network or to other Internet users;

• 

  comply with the instructions for using the Services;

• 

  provide all information useful and relevant to the provision of Services by Matooma;

• 

  inform Matooma throughout the duration of the Contract of any operating difficulties or anomalies that may affect the Services;

• 

  comply with regulations relating to the processing of personal data when using the Services.

14.2. Customer guarantees

The Customer guarantees:

• 

  have the skills, hardware and software required to use and secure the Services;

• 

  have provided Matooma with all the information necessary for Matooma to provide Services tailored to its needs.

The Client guarantees Matooma at first request against any recourse, claims and proceedings that may be brought by the Client's co-contractors or any third party on any grounds whatsoever, relating to its use of the Services. In this regard, the Client must indemnify Matooma for any damages awarded against it.

The Client also indemnifies Matooma at its first request against any legal or de facto trouble or prejudice resulting from its use of the Services.

These stipulations are without prejudice to Matooma's right to terminate the Contract or to claim compensation for any loss it may have suffered.

15.1. Matooma's obligations

Matooma undertakes to:

• 

  use its best endeavours to carry out the Services with the care and diligence of a professional;

• 

  To use its best endeavours to handle and process Customer Requests as part of the Support Service.

Matooma is bound by an obligation of means in the performance hereof.

15.2. Matooma guarantees

The Services relate to a particularly complex area of technology, in the current state of knowledge, dependent on and limited by the technical possibilities offered by Matooma's partner Operators or Suppliers. In this respect, Matooma does not guarantee:

• 

  continuous operation of Services and SIM Cards;

• 

  access times, display times, the absence of network disruptions, interruptions and/or restrictions, cases of data loss, display errors and, in general, the technical performance of SIM Cards and access to Services linked to the networks;

• 

  the integrity and reliability of transmissions between the Communicating Terminal and the Technical Environment, Matooma exercising no control whatsoever over the content, nature or characteristics of the data transported;

• 

  the absence of electromagnetic wave propagation hazards;

• 

  using the Services to call and send SMS to a premium-rate number, including short and special numbers and any satellite number;

• 

  Abnormal Use of the Services or use of the Services or SIM Cards after termination of the Contract;

• 

  any damage of any nature whatsoever that the Customer or any third party may suffer as a result of any design, manufacturing, failure or malfunction of the Communicating Terminal or the SIM Card, which remains the property of the Operator.

15.3. Liability of Matooma

To the fullest extent permitted by applicable law, the limitations and exclusions of liability set out herein shall apply irrespective of the basis of liability.

Matooma cannot be held responsible in the event of:

• 

  indirect and/or immaterial damage (including, but not limited to, loss of production, loss of business, loss of data, loss of profits or contracts, loss suffered by a customer of the Customer or another third party, damage to brand image, loss of value of goodwill and other similar losses) of any nature whatsoever;

• 

  non-performance or poor performance of its obligations attributable either to the Customer, or to an unforeseeable and insurmountable event, or to a third party, in particular the Operator and Supplier, or to force majeure, negligence or malicious intent;

• 

  failure to comply with the legislation of the country in which the Services and SIM Cards are used, which it is the Customer's responsibility to check;

• 

  disputes between the Customer and third parties;

• 

  and more generally in the event of damage whose origin is unrelated to the Services themselves.

Matooma is liable for direct personal damage to the Client, which is certain and proven and attributable to it, within the following limits:

• 

  Matooma's total liability, for all losses combined and accumulated, may in no case exceed the amount, exclusive of tax, actually paid by the Customer for the Services during the last three (3) billing months preceding the event giving rise to liability;

• 

  Any action, legal or otherwise, relating to Matooma's liability may only be brought within one (1) year of the event giving rise to it.

All trademarks, distinctive brand elements, domain names, photographs, texts, comments, illustrations, animated or non-animated images, video sequences, sounds, as well as all computer elements that may be used to operate the Services and in particular the M2Mmanager, the Matooma website, and more generally all elements reproduced or used in the Services are protected by current intellectual property laws.

They are the full and complete property of Matooma. Any reproduction, representation, use or adaptation, in any form whatsoever, of all or part of these elements, including computer applications, without the prior written consent of Matooma, are strictly prohibited. The fact that Matooma does not initiate proceedings as soon as it becomes aware of such unauthorised use does not constitute acceptance of said use and waiver of legal action.

17.1. Data controller

The processing of the personal data of the Customer, his employees, representatives and managers (hereinafter referred to as « the Customer ») is carried out under the responsibility of the following data controller:

• The MATOOMA Company,

• Immeuble Le Liner - ZAC de l’Aéroport - 2630 Avenue Georges Frêche - 34470 Pérols,

• represented by its Chairman.

17.2. Treatment procedures

The table below (information table) describes:

• i. the personal data processed by the Data Controller,

• ii. in which situations this data is provided or collected,

• iii. the purposes for which the data is processed,

• iv. the legal basis for the processing, and

• v. how long the data will be kept for in the context of this processing

Where the Customer provides personal data relating to third parties, it guarantees that it has received the necessary authorisations and consents from the persons concerned by this data.

If personal data is processed for different purposes, Matooma undertakes to inform the Client and, where required by law, to obtain the Client's prior consent.

17.3. Profiling

Matooma does not carry out any profiling activities using the data processed hereunder.

17.4. Recipients of data

Matooma communicates the data collected to Operators, Suppliers, technical service providers responsible for the maintenance and hosting of its IT system and M2Mmanager, as well as to service providers in charge of the marketing, sales, legal, litigation and accounting departments and those responsible for processing the relationship with the Client, and to any subcontractors, solely for the purposes mentioned above and to the extent necessary to carry out the tasks entrusted to them.

These recipients may contact the Customer directly using the contact details provided.

Matooma requires these recipients to use the Client's personal data only to manage the services for which they are responsible and in accordance with applicable laws and regulations on the protection of personal data.

Where applicable, the Customer's personal data may be communicated to third parties authorised by law (in particular in the context of an express, reasoned request from the judicial authorities).

Similarly, if Matooma is involved in a merger, acquisition, sale of assets or receivership, it may be required to sell or share all or part of its assets, including personal data processed. In this case, the Customer will be informed prior to any transfer of his/her personal data to a third party.

17.5. Data security

Matooma implements organisational, technical, software and physical digital security measures to protect the Client's personal data against alteration, destruction and unauthorised access. However, it should be noted that the Internet is not a completely secure environment and Matooma cannot guarantee the security of data transmission or storage on the Internet.

17.6. The Customer's rights to his data

In accordance with the provisions of EU Regulation No. 2016/679 of 27 April 2016 and Law No. 78-17 of 6 January 1978 as amended, Matooma clearly and fully informs the Client of their rights. In the event of further questions, Matooma's dedicated service remains available to guide the Customer and provide all useful information in order to preserve their rights.

The Customer has:

• 

  a right of access to his/her data: he/she has the right to obtain confirmation as to whether or not his/her data is being processed, as well as a copy of his/her data and information relating to the characteristics of the processing carried out by Matooma on said data;

• 

  the right to rectify inaccurate or incomplete information;

• 

  the right to erase data no longer required for processing, the right to withdraw consent to processing, the right to object to the processing of data where there are no compelling legitimate grounds for processing, and the right to object to commercial canvassing;

• 

  the right to restrict processing in the event of inaccuracy of the data while it is being checked, or when it is no longer necessary other than for the exercise of a legal right;

• 

  a right to the portability of their data, in order to request the transmission to another person responsible for the data provided with their consent or on the occasion of the conclusion of the Contract;

• 

  a right not to be subject to a decision based solely on automated processing that produces significant legal effects concerning him or her;

• 

  the right to define directives concerning the fate of their data after their death.

The Customer may exercise his/her rights at any time by contacting Matooma:

• 

  By post to the following address:

• The MATOOMA Company,

• For the attention of the DPO

• Le Liner building - ZAC de l'Aéroport

• 2630 Avenue Georges Frêche

• 34470 Pérols,

• 

  By e-mail to the following address: notificationDPO@matooma.com

The Client must specify in his/her request his/her full name, e-mail address or postal address to which he/she would like Matooma to reply.

For security reasons and to avoid fraudulent requests, this request must be accompanied by proof of identity. Once the request has been processed, this proof of identity will be destroyed.

In accordance with the law, this request will be answered within one month of receipt.

Finally, the Customer has the right to lodge a complaint with the CNIL or any other competent supervisory authority in his/her country of residence.

The Customer may lodge this complaint with the French CNIL:

• 

  By post to the following address:

• 3 Place de Fontenoy

• TSA 80715

• 75334 PARIS CEDEX 07

• 

  By telephone on 01 53 73 22 22 (Monday to Thursday from 9am to 6.30pm / Friday from 9am to 6pm);

• 

  By fax to 01 53 73 22 00;

• 

  Via the CNIL website at the following address: https://www.cnil.fr/fr/plaintes.

17.7. Modification of this clause

MATOOMA reserves the right to modify the present clause relating to the protection of personal data at any time in order to comply with legal or regulatory provisions on the subject.

The Customer undertakes, by way of a confidentiality clause, for the duration of this Contract and for a period of five (5) years after the expiry of the Contract, for any reason whatsoever, to maintain complete confidentiality, by refraining from disclosing, directly or indirectly, any information, knowledge or know-how whatsoever concerning Matooma, its Services and its operating procedures, to which it may have had access in the context of the negotiation, conclusion, performance or termination of the Contract, unless the said information, knowledge or know-how has fallen into the public domain or its disclosure is made necessary by virtue of a specific regulation or an administrative or judicial injunction.

It also undertakes to ensure that this obligation is respected by all Users and members of its staff concerned, for which it is responsible to Matooma.

Matooma undertakes, for the entire duration of this Contract and for a period of five (5) years after its termination, to maintain the same confidentiality with regard to all information transmitted to it by the Client. It is expressly stated that it will not be considered a breach of this confidentiality commitment if Matooma communicates the information provided by the Client to a company controlled by, controlling, or under the same control as Matooma; control being understood in the sense of Article L. 233-3 of the Commercial Code, as well as to its potential subcontractors, for the purposes of this Contract.

19.1. Communications - Notifications

Unless otherwise stipulated in the Contract, exchanges of documents and notifications between the Parties must be made at the respective registered offices of the Parties or at any other address that the Parties may designate, on a case-by-case basis. Notifications made by registered letter with acknowledgement of receipt shall be effective on the date of first presentation of the registered letter.

19.2. Severability - Modifications

The Contract, as defined herein, represents the entire agreement of the Parties and takes precedence over all previous communications, contracts and undertakings relating to the subject matter hereof, with the exception of any confidentiality agreement previously signed between the Parties.

Matooma reserves the right to modify the stipulations of these general terms and conditions provided (i) the Client has been informed by email and (ii) the Client has not objected within thirty (30) days from this notification. By continuing to use our services after this period, the Client consents to the updated terms. Otherwise, the Client has the right to terminate their contract before the effective date and without any termination fees.

19.3. Assignment of the Contract

As the relationship between the Parties is "intuitu personae" with regard to the Customer, the latter is prohibited from transferring, for any reason and in any form whatsoever, whether for valuable consideration or free of charge, any of its rights and obligations to a third party.

The Client may not under any circumstances make the Services available to a third party, whether in return for payment or free of charge, without the prior express written consent of Matooma.

Similarly, in the event of a change in the Customer's identity, such as a merger, demerger, takeover, partial contribution of assets, sale or transfer to a subsidiary, Matooma must be informed before any of the above operations are carried out and may, if it so wishes, terminate the Contract or accept the Customer's request to transfer the Contract.

As the "intuitu personae" is not reciprocal, any changes that may occur in the person of Matooma, such as a merger, demerger, takeover, partial contribution of assets, assignment, transfer to a subsidiary and any other legal or commercial agreement with a third party, will have no effect on the existence or performance of the Contract.

19.4. Advertising

Any communication relating to the present terms and/or the Client's usage (including the name of their company, logo, and description of their activity) for prospecting and promotional purposes requires the Client’s express and prior consent.

19.5. Independence of the Parties

The Client operates as an independent trader, both vis-à-vis Matooma and vis-à-vis its own customers.

In this respect, the Client makes no commitment in the name and/or on behalf of Matooma.

The Client must take out civil liability insurance for the entire duration of the Contract to cover any damage resulting from its use of the Services and must provide Matooma with a certificate on request.

19.6. Scope of the clauses of the Contract

The nullity or inapplicability of any of the stipulations of the Contract shall not invalidate the other stipulations, which shall retain all their force and scope.

However, the Parties may, by mutual agreement, agree to replace the invalidated stipulation(s).

If the Parties fail to reach an agreement within two (2) months at the latest, the clause will be deemed null and void without prejudice to the other clauses of the Contract.

19.7. Tolerance

It is formally agreed that failure by a Party to exercise, or delay in exercising, the rights provided for in the Contract shall not constitute a waiver of such rights, nor a waiver of any other right.

19.8. Change of circumstances

In the event that one of the Parties wishes to raise a case of unforeseeability under the terms of this Agreement, as defined by Article 1195 of the French Civil Code as a change in circumstances that could not have been foreseen at the time the Agreement was entered into, making its performance excessively onerous for it, and where it had not agreed to assume the risk, the Parties shall meet to adapt the terms of performance of the Agreement to the new situation in an equitable manner.

If no agreement is reached within thirty (30) calendar days of the implementation of this clause, the Contract may be terminated by either of the Parties, subject to thirty (30) calendar days' notice.

This Contract shall continue to be performed for the duration of the negotiations between the Parties.

19.9. Interpretation

The Contract shall be interpreted in accordance with the following principles:

• 

  the headings of the stipulations shall not be taken into account in interpreting the Contract;

• 

  the reference to a person includes its assignees and successors in accordance with the terms of the Contract.

19.10. Evidence agreement

The Parties acknowledge that they exchange numerous communications electronically.

Bearing in mind these practices and the principle of equivalence between electronic and paper documents established by the legislator, the Parties agree not to call into question the reliability of any document, information or exchange on the sole grounds that it is in electronic form.

The Parties waive the right to demand as proof original documents drawn up on paper. On the other hand, this presumption of reliability of documents drawn up on electronic media may be rebutted by the demonstration of an absence of reliability, resulting in particular from established malfunctions.

By express agreement between the parties, the Contract is governed by French law.

It is written in French. Should it be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.

Any dispute relating to the Contract, in particular as to its validity, conclusion, interpretation, performance or termination and the consequences thereof, shall be submitted to the commercial court having jurisdiction in the area of Matooma's registered office, to which jurisdiction is expressly granted notwithstanding multiple defendants or third parties, including for proceedings on petition or in an emergency.