Sales Terms and Conditions

Section 1. Purpose

The purpose of these general conditions of sale is to define the conditions under which the company ASKARA, a company specialized in the creation, publishing and marketing of software and digital media for health professionals, SAS with a share capital of 20,000€, having its head office at 1 RUE DU PUITS in 67000 STRASBOURG, registered with the RCS of STRASBOURG under the number 931 957 831 (hereinafter referred to as “” ASKARA ”), provides any provision of services (hereinafter referred to as the “” Department (s) ”) for the benefit of its Professional Customers (hereinafter referred to as the “” Customer (s) ”), excluding all consumer or non-professional customers, who request it via the ASKARA company website, by direct contact or via a paper medium.

These general conditions specify the conditions of supply, payment and payment of all Services ordered by any Customer from ASKARA.

These general conditions are systematically communicated to any Customer who requests them for a professional activity prior to the conclusion of any contract with ASKARA.

In accordance with Article L. 441-1 of the Commercial Code, these general terms and conditions constitute the basis for commercial negotiations between ASKARA and its Customers and are therefore an integral part of all contracts concluded with ASKARA.

Section 2. Scope of application

These general conditions apply automatically, without restriction or reservation, to all Services provided by ASKARA to all Customers.

Any order placed by the Customer in any form whatsoever for Services with ASKARA implies the firm and unreserved adherence by the Customer to these general conditions which prevail over all other conditions, except those which have been expressly accepted by the ASKARA company.

Section 3. ASKARA company contact details

The postal address of the ASKARA company is 1 RUE DU PUITS in 67000 STRASBOURG (SAS with a share capital of 20,000€, registered with the RCS of STRASBOURG under the number 931 957 831). Her contact details allowing you to quickly get in touch with her are: Telephone: 06.66.07.68.93, Email: contact@askara.ai. Its intra-community identification number is: FR19931957831.

Section 4. Request for the provision of Services

All Services (free or paid) are provided by ASKARA only after the Customer has created a personal account on the ASKARA company website to benefit from the Services and after having read and accepted these general conditions and, where applicable, the general conditions of use. The signature by the Customer of a quotation or the subscription of a subscription by the Customer on the ASKARA company's website shows its firm and unreserved desire to benefit from the Services.

All paid Services are also provided by ASKARA only after signing a quotation or subscribing to the Services directly online on the ASKARA company website by the Customer, in addition to the creation of his account and acceptance of these general conditions and, where applicable, the general conditions of use. The quotation or subscription to a subscription to the Services contains, prior to any final validation by the Customer, the designation of the Services offered, the terms relating to the price and, where applicable, the terms relating to the duration of the Services. The Customer has the possibility, prior to signing any quotation or subscribing to any paid subscription, to check the details of his order, its total price and to correct any errors before confirming his acceptance. The signing of the quotation or the validation of the subscription to any subscription to the Services forms the Contract. The taking into account of the subscription to any subscription directly on the ASKARA company website is confirmed by sending an email to the Customer.

Section 5. contract

The contract (hereinafter referred to as the” contract ”) is formed and concluded between the company ASKARA and the Customer according to the conditions referred to in the article “Request for the provision of Services” herein. The Contract consists of all of the following contractual documents, which apply and legally bind ASKARA and the Customer, which are in decreasing order of priority (the first document listed being the hierarchically superior document and the last document listed being the hierarchically lower document):

• The subscription taken out by the Customer online on the ASKARA company website or the signed quote,
• Any special conditions negotiated between ASKARA and the Customer,
• The general conditions of use of the Service (s) ordered,
• These general conditions.

On the other hand, the information appearing on ASKARA's communication media (in particular websites, digital media, catalogs, brochures or prices) is provided for information purposes only and can be revised at any time by ASKARA company. They are not part of the Contract.

The contractual documents listed above constitute the entire agreement between ASKARA and the Customer. They cancel and replace any previous document, written or verbal agreement, written or verbal, relating to the same subject. The Customer's general conditions, in particular its general terms and conditions of purchase, or any other similar document issued or usually used by the Customer, are not enforceable against ASKARA, unless specifically agreed in writing.

In the event of contradiction or difficulties in interpretation between these contractual documents, the hierarchically superior one will prevail.

When creating any personal account on the ASKARA website, the Customer is deemed to have read all the contractual documents and acknowledges being bound by the terms of all of these contractual documents.

Section 6. Off-premises contract

Provisions applicable only in the event of an “off-establishment contract” within the meaning of the provisions of articles L. 221-1 and following of the Consumer Code, namely when the object of the contract concluded with ASKARA does not fall within the scope of the main activity of the requested Customer and when the number of employees employed by the latter is less than or equal to five.

Provided that the Contract falls within the scope of a contract concluded “off premises” within the meaning of Article L. 221-1 of the Consumer Code, in particular when the object of the Contract concluded with ASKARA does not fall within the scope of the main activity of the requested Customer and when the Customer's workforce is less than or equal to five employees, the Customer is informed that he has a period of fourteen (14) calendar days from the day after the conclusion of the Contract to exercise, if he wishes, his right of withdrawal of the Contract. This right is exercised without giving any reason. If the above period expires on a Saturday, Sunday or a public holiday or non-working day, it is extended until the first following working day.

To exercise the right of withdrawal, the Customer must notify ASKARA of his decision to withdraw from the Contract by means of an unambiguous statement (for example, a letter sent by post or email) before the expiry of the aforementioned period of fourteen (14) days before the expiry of the aforementioned period of fourteen (14) days. Askara provides the Customer with a sample withdrawal form below which is not mandatory, available on request at contact@askara.ai.

The Customer returns or returns any products purchased from ASKARA or to a person designated by the latter, without undue delay and, at the latest, within fourteen (14) days following the communication of his decision to withdraw.

In the event of withdrawal, payments received by ASKARA will be reimbursed no later than fourteen (14) days from the day on which ASKARA is informed of the withdrawal decision using the same means of payment as that used by the Customer.

ASKARA will not receive any payment for seven (7) days from the conclusion of the Contract concluded “off premises”.

The right of withdrawal cannot be exercised in the event of the provision of Services or digital content not provided on a material medium when the execution has begun after the prior agreement of the Customer and the express renunciation of the Customer's express renunciation of his right of withdrawal.

Section 7. Proof

The data recorded in ASKARA's computer system, in particular as regards everything, constitutes proof of all transactions concluded with the Customer.

Section 8. Price

Determining prices - The Services are provided at the rate in force on the day the quotation is signed by the Customer or, when the prices cannot be determined in advance, according to the detailed estimate established by ASKARA. When the price of a Service provided by ASKARA cannot be determined a prima facie or indicated accurately, ASKARA will communicate to the Customer, who requests it, the method of calculating the price to verify the price, or a sufficiently detailed estimate.

Price currency - Prices are expressed in Euros and all taxes included (TTC).

Validity period of the prices - The prices are firm and cannot be revised during their validity period. ASKARA reserves the right, outside this validity period, to change prices at any time.

Price indexation - All prices may be subject to an annual review by ASKARA automatically and without formality, every twelve months (on the anniversary of the conclusion of the Contract) according to the variation of the SYNTEC index, except in the case of a negative index or, in the event of disappearance or invalidity of the index, any other equivalent index. The change in the index used is that which occurred the previous year during the same 12-month period.

Price cuts - The Customer may benefit from discounts, rebates and rebates depending on the number or volume of Services ordered.

Price exclusion - The price does not include accessories, taxes, taxes and any other expenses, including third party expenses (such as the costs of acquiring and maintaining proprietary licenses or content protected by intellectual property rights), travel expenses or expenses related to telecommunications, electronic communications and the Internet network.

Section 9. Payment conditions

Invoice — The ASKARA company issues the invoice as soon as the Services are provided.

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Billing procedures — Invoices are denominated in Euros and excluding taxes (HT). Any amount expressed excluding taxes is increased by the taxes in force, in particular VAT, at the rate applicable on the day of invoicing.

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Payment deadlines — Unless otherwise agreed upon by mutual agreement between ASKARA and the Customer, payments are to be made in cash.

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Payment methods - All payments are to be made by bank. Payment by bank card is irrevocable, except in case of fraudulent use of the card.

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Discount - No discount will be applied in case of payment at a date earlier than that resulting from the application of these general conditions.

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Late penalties - Any delay in payment automatically incurs late penalties payable the day following the payment date on the invoice in the event that the amounts due are paid after this date. These late payment penalties are calculated on the amounts due paid after the payment date shown on the invoice by applying an interest rate of late payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. The rate applicable during the first half of the year in question is the rate in force on 1 January of the year in question. For the second half of the year in question, it is the rate in force on 1 July of the year in question. Late penalties are due without the need for a reminder.

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Collection costs - In addition, the Customer in a situation of late payment is automatically liable to ASKARA for a fixed compensation for recovery costs in the amount of 40 euros. When the recovery costs incurred exceed the amount of this fixed compensation, ASKARA may request additional compensation, upon justification. This compensation does not apply in the event of the opening of a safeguard, reorganization or judicial liquidation procedure against the Customer who prohibits the payment by the due date of the claim due to ASKARA.

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Allocation of payments — Any partial payment is paid primarily against the costs, indemnities and interests due to ASKARA.

Section 10. Deadlines

The Services are provided immediately when any online subscription is taken out or, in the event of signature of an estimate, within the period indicated as an indication in the absence of information by a deadline, within a reasonable period of time from the conclusion of the Contract.

Any deadline provided by ASKARA is provided for information purposes only and does not constitute a mandatory deadline.

In the event of a delay attributable exclusively to ASKARA in the provision of Services exceeding 30 (thirty) calendar days after the indicative period, the Customer may request the termination of the Contract. ASKARA cannot be held liable to the Customer in the event of a delay in the provision of Services not exceeding this period of 30 (thirty) calendar days.

In addition, ASKARA cannot be held liable in the event of a delay in the provision of Services attributable to the Customer or a third party, in particular when the Customer or a third party does not provide the elements necessary for the provision of the Services in the format requested or within the period indicated by ASKARA.

Section 11. Duration of the contract

The Contract takes effect from the day the quotation is signed by the Customer or the subscription to any subscription allowing to benefit from the Services, unless expressly requested by any Customer to postpone the benefit of the Services after the expiry of the legal withdrawal period when this legal period is applicable.

It lasts for the period specified in the quotation or on the subscription taken out by the Online Customer (hereinafter referred to as the “Initial Period”). At the end of this Initial Period, the Contract is renewed by tacit agreement for a period of the same duration as the Initial Period (hereinafter referred to as the “Renewal Period”), unless terminated before the end of this Initial Period or any Renewal Period by ASKARA by email sent to the Customer by email sent to the Company by email sent to contact@askara.ai or by registered letter with acknowledgement of receipt by ASKARA by email sent to the Customer by email sent to or by registered letter with acknowledgement of receipt sent to the head office of the ASKARA company. Any renewal gives rise to a new Contract whose content is strictly identical to the previous one (the clauses of these general conditions remaining applicable in their entirety to the new Contract), except for the price, which may be amended unilaterally by ASKARA provided that ASKARA has informed the Customer before the expiration of the Initial Period or any Renewal Period.

Section 12. Intellectual property

Unless otherwise agreed upon by mutual agreement between ASKARA and the Customer, ASKARA remains the holder and owner of all the intellectual property rights of all works or inventions created by ASKARA in the context of the provision of Services to the Customer, even those provided at the request of the Customer, even those provided at the request of the Customer, and in particular on the content, scenarios, texts, images, videos and software provided.

The Customer therefore prohibits any reproduction or exploitation, even partial, of these elements without the express, written and prior authorization of ASKARA, in accordance with article L. 122-4 of the intellectual property code.

In the event of a license to use these elements, only the economic rights explicitly set out in the specific conditions agreed upon by mutual agreement between ASKARA and the Customer or in the general conditions of use of these elements, to the exclusion of any other document, within the limits contained therein (type of rights granted, destination, destination, extent, geographical or duration limits) and subject to the full payment of all amounts due, will be granted for the duration agreed between ASKARA and the Customer.

Section 13. Confidentiality

The Customer undertakes to consider as strictly confidential and is prohibited from disclosing any information, document, data or concept, of any nature whatsoever, of which he may have knowledge in the context of the conclusion or execution of the Contract, in particular on the content of the Services, including the software or software solutions to which the Customer may have access, and to refrain from making use of them not provided for in the Contract as well as to take any measures likely to prevent any disclosure. of this information, document, data or concept.

This obligation of confidentiality is maintained throughout the duration of the Contract as well as after the end of the Contract for any reason whatsoever as long as this information, document, data or concept has not been made public by ASKARA.

Section 14. Guarantee

Unless otherwise agreed upon by mutual agreement between ASKARA and the Customer, ASKARA's guarantee is limited to the material existence of any Service provided.

Section 15. Subcontracting

ASKARA may subcontract all or part of the provision of the Services. In the event of subcontracting, ASKARA remains solely responsible to the Customer for the Services provided by its subcontractors.

Section 16. Personal data

The Customer is informed that personal data identifying him may be automatically processed by ASKARA, in its capacity as data controller, in order to negotiate, conclude and execute the Contract.

This personal data is kept for the duration of the execution of the Contract and at its end for the limitation periods that apply to ASKARA.

Access to this data is strictly limited to the employees of the data controller, authorized to process them by virtue of their duties. The data collected may possibly be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the Customer's authorization being necessary. In the context of the performance of their services, third parties will have limited access to the data and the obligation to use them in accordance with the provisions of the applicable legislation on the protection of personal data.

If the data is to be transferred outside the EU, the Customer will be informed and the guarantees taken to secure the data will be specified to him.

In accordance with applicable regulations, the Customer has the right to access, rectify, delete, and portability of data concerning him, as well as the right to oppose the processing for legitimate reasons, rights that he can exercise by contacting ASKARA at the following postal or email address: contact@askara.ai. If the Customer considers, after having contacted ASKARA, that his rights would not be respected, he may refer the matter to the Commission Nationale de l'Informatique et des Libertés (CNIL). It can be entered by post to the address 3 Place de Fontenoy — TSA 80715 — 75334 PARIS CEDEX 07 or through its dedicated online form.

For any additional information on these treatments and their rights, the Customer is invited to refer to ASKARA's data confidentiality policy.

Section 17. Obligation to keep identification data

In accordance with the provisions of French law No. 2004-575 of June 21, 2004 for confidence in the digital economy, the Customer is informed that ASKARA may be required to (i) hold and keep data such as to allow the identification of anyone who contributed to the creation of the content or one of the contents of the Services of which ASKARA is a provider and, where applicable, (ii) in particular upon judicial request to have to communicate them.

Section 18. Unforeseeable

In the event of an unforeseeable change of circumstances during the conclusion of the Contract between ASKARA and the Customer making the performance of one of its obligations by ASKARA excessively onerous (in particular an increase in the provision of Services by more than 10% of the price), ASKARA company may request a renegotiation of the Contract from the Customer, ASKARA company not accepting, in accordance with the provisions of article 1195 of the civil code, assume an excessively expensive risk of execution.

The renegotiation request is made by registered letter with acknowledgement of receipt sent to the Customer.

If, despite the efforts of ASKARA and the Customer, no agreement could be reached within one month from the receipt of the registered letter by the Customer, the ASKARA company or the Customer may terminate the Contract, without compensation, by registered letter with acknowledgement of receipt. The cancellation takes effect as of the receipt of the letter by the other party.

Section 19. Strong holder

In accordance with the provisions of article 1204 of the civil code, the Customer is confident that its staff and employees comply with the terms and obligations of the Contract. Any non-performance, poor performance, delay in the execution of the terms and obligations of the Contract by its staff or employees obliges the Customer to repair all the damage that such non-performance, poor performance or delay would cause to ASKARA company.

Section 20. Non-performance of the Contract

Force majeure - The company ASKARA or the Customer cannot be held responsible for a breach of one of its contractual obligations that would result from the occurrence of a case of force majeure.

Cases of force majeure are those considered as cases of force majeure by French jurisprudence as well as war (s), social unrest (s), strike (s), lock-out situation (s), attack (s), bad weather (s), bad weather (s), weather (s), epidemic (s), epidemic (s), epidemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), earthquake (s), flood (s), water damage, fire (s), blocking, interruption or interruption of the Internet network or the electrical network, blocking, interruption or interruption of the means of communication (including electronic communications networks or telecommunications), of transport or of procurement, piracy (s), hacking practice (s) or any boycott decided by a state.

The execution of the Contract is suspended for the duration of the force majeure event.

Suspension cannot under any circumstances be a cause of liability for non-performance of one or more contractual obligations that cannot be performed during the event of force majeure, nor induce the payment of damages or penalties for delay.

As soon as the case of force majeure disappears, the parties will make every effort to resume the normal performance of their contractual obligations as quickly as possible.

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Exemption of non-performance - In the event of non-compliance with the payment conditions set out in these general terms and conditions, ASKARA reserves the right to suspend the provision of the Services and, as a result, the performance of its obligations until full payment of the amounts due by the Customer is received, without prejudice to the application of the other sanctions provided for in this article.

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Forced execution in kind - By way of derogation from the provisions of articles 1221 and 1222 of the civil code, the Customer may not request the forced execution in kind of one of ASKARA's obligations in the event of a breach by ASKARA of one of its obligations and in particular the Customer cannot have the obligation performed himself or, with the prior authorization of the judge, destroy what was done in violation of it, ask ASKARA for the reimbursement of the amounts committed to this end or request in court that ASKARA company advance the amounts necessary to this execution or this destruction.

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Price reduction - By way of derogation from the provisions of article 1223 of the Civil Code, no reduction in the price for the Services provided may occur.

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Resolution - The Contract will be resolved by operation of law and without the intervention of a judge in the event of non-payment by the Customer of one of the amounts due to ASKARA on its due date. The resolution will be acquired fifteen (15) calendar days after formal notice from the Customer, since the Customer has failed to comply perfectly and completely within this period. The formal notice is sent by registered letter with acknowledgement of receipt. She mentions this clause. ASKARA may at any time renounce this resolution by operation of law in order to take advantage of the sanctions provided for in article 1217 of the Civil Code.

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Responsibility - ASKARA is bound only by an obligation of means and not of result concerning the Services provided. ASKARA can therefore only be held liable in the event of fault or negligence proven by the Customer and subject to the reservations mentioned in this article. THE SOLE PURPOSE OF ASKARA'S SERVICES IS TO BE AN AID AND ASSISTANCE TO HEALTH PROFESSIONALS IN THEIR ADMINISTRATIVE PROCEDURES AND IN MAINTAINING PATIENT RECORDS. THESE SERVICES ARE IN NO WAY INTENDED TO BE USED AS PRESCRIPTION, PREVENTIVE, DIAGNOSTIC, DIAGNOSTIC, DIAGNOSTIC, CARE OR MEDICO-SOCIAL FOLLOW-UP SERVICES ON BEHALF OF NATURAL PERSONS OR TO REPLACE ANY DECISION THAT IT IS UP TO HEALTH PROFESSIONALS ALONE TO MAKE PERSONALLY. Consequently, the Customer uses the Services and all results obtained by their implementation under their exclusive responsibility, without possible recourse against ASKARA. In particular, ASKARA cannot be held responsible for errors or inaccuracies, regardless of the cause, in the results obtained through the Services, which it is the Customer's responsibility to verify.

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Exclusion of indirect damages — ASKARA can only be held liable for the Customer's direct and foreseeable damage alone, excluding any indirect or unforeseeable losses or damages of the Customer or third parties, which includes in particular any indirect damage recognized by French case law, any intangible damage, any intangible damage, any missed gain, any missed gain, loss, inaccuracy or corruption of files or data, commercial damage, operating loss, loss of turnover, loss of profit, loss of profit, loss of customers, loss of order, damage to the image of trademark, destruction or deterioration of files or programs, loss of a chance of any kind whatsoever, in connection with or resulting from the non-performance or poor execution of one or more of ASKARA's obligations.

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Indemnification ceiling - In any event, if ASKARA's liability were incurred, ASKARA's liability may only be incurred for the sole damage of which it is directly caused, without any solidarity or in solidum commitment with the third parties who contributed to the damage, and the Customer's compensation is limited to all damages combined with the price of the Services paid by the Customer, even if the Customer's damage proved to be greater. This compensation ceiling is not applicable in the event of fraud or gross negligence committed by ASKARA under the Contract.

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Time limits for bringing cases before the courts - In the event of non-performance or poor performance by ASKARA of any of its contractual obligations, regardless of the cause, the Customer must submit a request for compensation to the competent courts within a maximum of one (1) year from the date on which the Customer first became aware of the non-performance or poor performance.

Section 21. Non-solicitation of staff

Without the express and prior agreement of ASKARA, the Customer is prohibited for the entire duration of the execution of the Contract and for a period of twelve (12) months following the end of the Contract for any reason whatsoever:

• To use directly or indirectly the services, in any form whatsoever, of any person working or having worked for ASKARA during the execution of the Contract or participating or having to participate in the provision of the Services, even if the initial solicitation is prompted by the person himself,
• To attempt, in any way whatsoever, directly or indirectly, to convince or encourage these persons to leave ASKARA company,
• To recruit or to have recruited by a third party with whom he maintains a business relationship, a person who worked for ASKARA during the execution of the Contract.

In the event of non-compliance with this article, the Customer will be liable to ASKARA for a fixed compensation of an amount equal to the gross wages actually received during the twelve (12) months preceding the departure of the person requested, without prejudice to any other damages.

Section 22. Effects of any breach of the Contract

The clauses relating to intellectual property, confidentiality, liability, liability, non-solicitation of personnel and dispute resolution remain in force regardless of the cause of the breach of the Contract.

Section 23. Applicable law

The Contract concluded between ASKARA and the Customer is entirely and exclusively governed by French law.

Section 24. Competent jurisdiction

Any difficulty arising from the conclusion, execution, interpretation or termination of the Contract for any reason whatsoever, or more generally from the commercial relationship between ASKARA and the Customer, not resolved amicably, will be under the exclusive jurisdiction of the courts under the jurisdiction of the head office of ASKARA.

Section 25. Commercial reference

Unless otherwise specified in writing by the Customer, the Customer authorizes ASKARA to mention its corporate name, brand, logo or sign in ASKARA's reference lists or as a communication for the attention of prospects and/or customers of ASKARA (example: publication on the ASKARA company's site or networks).

Section 26. Changes

These general conditions may be subject to subsequent changes, in particular to take into account legislative and regulatory changes, the version applicable to the order of Services by the Customer being the one in force on the date of conclusion of the Contract.

Section 27. No renunciation

The fact that ASKARA company does not claim the application of any provision of the Contract or to tolerate its non-execution temporarily or permanently, cannot in any way be interpreted as a renunciation by ASKARA to exercise the rights it holds under the Contract.

Section 28. Tolerance

The fact that ASKARA company tolerates a non-execution or an imperfect execution of any contractual obligation or more generally of tolerating any act, abstention or omission of the Customer that does not comply with the contractual stipulations cannot confer any right whatsoever on the Customer who benefits from such tolerance.

Section 29. Nullity, invalidity or unenforceability of a clause

If a provision of the Contract is declared void, invalid, unenforceable or without purpose, in particular by virtue of a law, regulation or judicial decision passed into force of res judicata, it will be deemed unwritten and the other provisions of the Contract will remain in force and will remain in force and in full force and effect. The ASKARA company and the Customer will endeavour within a period of three (3) months from the event that led to the nullity, invalidity or inapplicability of the stipulation (s), to agree on the terms of a replacement stipulation respecting the spirit and economy of the previous stipulation and more generally of the Contract, and in accordance with the rules of interpretation of articles 1188 and following of the civil code.

Section 30. Registered letter

Any notification that must be made by registered letter with acknowledgement of receipt under these terms and conditions may be validly made by registered paper letter with acknowledgement of receipt or by digital registered letter with acknowledgement of receipt.

Section 31. Election of residence

For the execution of the Contract, the company ASKARA and the Customer elect their domicile respectively at their head office. To be valid, all notifications must have been made by registered letter with acknowledgement of receipt to the address of residence. Any change in the address or contact details of one party must be brought to the attention of the other party without delay. Otherwise, notifications, correspondence or faxes sent in good faith to the last known address or number will be deemed valid and will have the effects provided for in the Contract or by the applicable legal provisions.

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