General conditions of sale

My Digital Buildings, Grenoble, November 7, 2022, version 1.2,

Article 1 - Scope

These General Terms and Conditions of Sale (“GTC”) describe the conditions for the provision of services, exchange and exploitation of data between customers (hereinafter referred to as “The Customer”) and the company MY DIGITAL BUILDINGS (hereinafter referred to as “The Service Provider”). In the absence of a contract between the Service Provider and the Customer, the services provided are subject to the CGV described below.

Article 2 - General provisions

The Service Provider reserves the right to modify these terms and conditions at any time by publishing a new version on its website. The terms and conditions applicable then are those in force on the date of acceptance of the quotation or the order form. These terms and conditions are always available on the Company's website at the following address: https://mydigitalbuildings.com/cgv-mdb

Article 3 - Nature of benefits

The Service Provider supports the Customer in the context of missions of advice, acquisition, acquisition, processing and exploitation of spatial data to create and use digital duplicates of their buildings and direct surroundings. These digital duplicates are translated into different representations such as: a point cloud, a realistic 3D model, a BIM digital model, a virtual visit.

3.1 Surveys

Survey missions are divided into four clearly identified phases:

1. preparing the statement
2. Data capture at the Customer
3. post-processing of data and production of deliverables (recalculated, cleaned point clouds, plans, models, sections)
4. delivery, optional publication on a platform, and tool training

In the preparatory phase, the Customer undertakes to collaborate with The Service Provider in order to provide it with information allowing it to understand the objectives of digitization, to organize and plan the mission, to choose the materials and the actors involved and to assess the risks.

The Service Provider undertakes to use all necessary means to secure the confidential data transmitted by the Customer. For example, the Service Provider will provide the Customer with secure access to the Service Provider's platform to guarantee the confidentiality of critical data exchanges (for example: plans, photos of the building, administrative documents).

The Service Provider therefore takes care of and ensures that it collects all the necessary information allowing it to perform the services in accordance with the request expressed by the Customer. The Customer will make sure to provide all the necessary documents, essential for the good understanding of his needs and the development of an offer by the Service Provider. This information concerning the Customer's site is as follows:

• exact address of the site and recommendations for accessing it, geographic coordinates if known;
• a direct contact on the site (a manager if possible);
• at least a global location plan (buildings, accesses);
• plans of the floors and all the useful parts of the buildings to be digitized;
• photos of the areas to be scanned to better describe the environment and determine the congestion rate;
• a description of the spaces to be scanned with the location of the particular areas of attention.
• access constraints to the site and areas (risks, special procedures, accreditation and certification);
• constraints on intervention dates (nights, weekends, stopping of production, etc.)

In the site survey phase, which consists in accessing all the areas that must be covered in order to capture data, the Customer undertakes to have the Service Provider accompanied by a manager in order to:

• to make a prior visit with this contact to validate the areas to be surveyed, assess the constraints, the intervention schedule, the risks and organize the survey kinematics;
• provide a brief introduction to the people occupying the premises;
• to ensure that the areas to be surveyed are in the desired condition;
• to ensure that scanning operators operate safely and are not disturbed in their procedures.

The Service Provider's operators will wear clothing that makes it easy to identify them and undertake to replace items that could have been moved for the purposes of digitization.

During the post-processing phase, excluding extremely specific data security constraints, the treatments will be executed in the Service Provider's information system, including in a secure cloud. This phase includes the processing of data captured on the Customer's site with for example: filtering, cleaning, assembly, validation, analysis and conversions for exports.

Although this process is largely automated, it is still supervised by operators who establish verifications (visual, metric, analytical) at key stages.

The accuracy of point cloud measurements depends directly on the type and model of 3D scanner used, as well as on the protocol with which the data is captured. In general, as the precision decreases with the distance under which the elements of the space are viewed, the Service Provider will take care to establish a survey plan to guarantee the precision requested by the customer by limiting the distance between scanner and elements of the space to be captured.

The accuracy of the final point cloud assembly is directly related to the number of data sets to be assembled in which the error is scattered.

3.2 Modeling

The modeling is based on the point cloud captured and processed by the Service Provider's teams. The accuracy of this is therefore, unless otherwise indicated, based on the survey with an average tolerance of +/- 2.5 cm.

Except for special requests:

• All the levels of detail defined in batches in the quotation correspond to the levels of detail specified in our technical modeling brief.
• The base point and the topographic point will be positioned by the Service Provider's teams in a corner of the building. These may not be superimposed.
• The levels will be positioned at the highest point on the floor according to the point cloud.

All the information necessary to complete the model will be sent directly by the Customer prior to the project, such as (non-exhaustive list):

• The software and the operating format planned by the customer
• The modeling template
• The shared settings file
• The Uniformat ranking to take into account
• The decomposition of the model
• The naming convention
• Alphanumeric data to be integrated

The quantity invoiced on the modeling part will be the quantity actually processed by My Digital Buildings and is therefore likely to be updated at the end of the modeling preparation period (see Article 4 - Special conditions - Limits and reserves).

Any additional request made during the modeling period is likely to change the delivery schedule defined initially.

The Customer has one (1) month after the project has been sent to return to the model so that the changes can be taken as a matter of priority. If this deadline is exceeded, the modifications will be made according to the availability of the BIM modellers.

3.3 Access and use of data

The data collected and processed will be stored on the Service Provider's platform and accessible by the Customer at any time via his user account. An identifier and a password will be required to establish this secure connection.

The platform allows a first level of data visualization via a secure online application allowing navigation in the 3D universe and the virtual visit.

3.4 Delivery

All the material elements produced (point clouds, 3D models, virtual models, virtual visits, virtual visits, models, plans, etc.), excluding any knowledge of the Service Provider, are Deliverables and are the property of the Customer, subject to compliance with payment conditions (see article 6). Unless otherwise agreed between the parties, the Service Provider will not provide any maintenance services for the Deliverables.

Delivery is organized with the Customer and it is during this stage that the Service Provider gives the Customer all the processed data that meets the expressed need. At the request of the Customer, the Service Provider can also deliver the raw data captured. After a final quality check, the data will be exported in standard formats compatible with the Customer's tools and deposited on the Service Provider's secure platform. The Customer will then be invited to download his data. If the Customer has subscribed to an archiving option, their data may be kept by the Service Provider, otherwise they will be deleted in accordance with the commitment made by the Service Provider and set out in the data management policy in accordance with the RGPD (“General Data Protection Regulation”).

Article 4 - Special conditions - Limits and reservations

In the event that the Customer does not provide the data requested by the Service Provider or if this data does not allow for a fair and accurate assessment of reality, the Service Provider may express reservations and adjust its commercial proposal accordingly in order to take sufficient margin to intervene. The Service Provider may also set a limit in order to limit the service using metrics that are quantifiable and verifiable by both parties and specify the methods of intervention for overruns, including in particular:

• If the intervention cannot be carried out within the estimated time, the Service Provider will transmit to the Customer the additional costs to be expected: day and accommodation. In the event of acceptance by the Customer, the Service Provider will schedule a new intervention without a guarantee of continuity and time constraints.
• If the georeferencing is not carried out by the Service Provider's teams or its subcontractors but on the basis of plans or data transmitted by the customer, the Service Provider cannot be held liable for the validity of the coordinates in particular and of georeferencing in general.
• The services of modeling, production of plans and models, work of exporting and publishing data on our platforms will be invoiced according to the actual areas measured. An additional estimate may be sent to the Customer by the Service Provider if the areas differ from the initial estimate after measurement in the data collected.
• In the absence of a BIM charter or agreement sent by the Customer prior to the start of the modeling project, the modeling elements applied will be those of the Service Provider's technical modeling memory.
• Any use by the Customer of a Deliverable is at his own risk and peril, for example the plans or models provided as an inventory and report by the Service Provider cannot be used for the purpose of carrying out work and the Service Provider cannot be held liable for a defect in design or execution.
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Article 5 - Contractual documents

The contract between the Customer and the Service Provider is formed by the following documents in ascending hierarchical order:

• The quotation accepted by the Customer (either by direct signature, or by issuing an order form)
• These General Terms and Conditions of Sale
• In some cases, the contract or the special conditions of sale may be signed

In the event of contradictions between documents of different ranks, the provisions of the higher-ranking document will prevail.

Article 6 - Quotation and order

The quotation sent by the Service Provider to the Customer specifies:

• The purpose of the service;
• the location of the service;
• the price of the service excluding taxes;
• the amount of any discounts;
• the terms of payment;
• the relative schedule detailing the actions and obligations of the Customer and the Service Provider as well as the deadline for completion;
• the list of documents provided by the Customer to the Service Provider to establish the quotation;
• the reminder of the Customer's full and complete adherence to these Terms and Conditions.

To confirm his order firmly and definitively, the Customer must return the quotation or contract duly signed and dated with the mention “Good for agreement” and stamped with the commercial stamp.

Article 7 - Prices

The services are provided at the price agreed in the quotes, order forms or contracts accepted by the Customer. They are expressed in euros and subject to VAT in force on the day the order is validated.

Prices can be calculated by the fixed rate, by the hour, by the day or by the unit of work, such as areas in square meters (m.

Changes or supplements to services that may lead to an increase in expenditure of at least 10% of the initial estimated amount will be the subject of an additional estimate and will only be carried out after information and agreement of the Customer.

Article 8 - Payment conditions

8.1 Deposit

A deposit corresponding to 30% (thirty percent) of the total price of the services and products ordered is required when the order is placed. The order will then only be confirmed upon receipt of said deposit.

In the event of cancellation of the order by the Customer after its acceptance by the Service Provider for any reason whatsoever (except in cases of force majeure), the deposit paid with the order will automatically be acquired by the Service Provider and cannot give rise to a refund.

6.2 Payment deadlines

Invoices are payable until 30^th day from the date of the invoice, minus the deposit already paid. Payment is made by check, bank transfer or online payment by credit card to the Service Provider.

In the case of missions composed of several services of different durations, the Service Provider reserves the right to issue status invoices covering the balance of the amounts of the services actually performed and delivered to the Customer on a given date.

Any disagreement or any request for clarification by the Customer concerning an invoice must be notified by registered letter with acknowledgement of receipt within a maximum of fifteen (15) calendar days from the date of establishment of the invoice. After this period, the invoice is deemed to have been accepted in principle and in its amount and no dispute will be accepted by the Service Provider.

6.3 Discount

No discount will be granted in case of advance payment.

Article 9 - Late payment

Any delay or failure to pay will automatically result in:

• Immediate payment of all amounts due.
• Payment of late payment calculated as follows:

• application of the interest rate equivalent to three times (3) the legal interest rate in force on the day the services are invoiced
• the penalty is calculated on the amount excluding tax of the amount remaining due and runs from the day following the payment date indicated on the invoice until full payment is made without any reminder or formal notice being necessary.

In addition, in the event of late payment, the Customer will be required, for each invoice, to pay a fixed compensation for recovery costs in the amount of forty (40) euros, in accordance with the mandatory legal provisions applicable (article D 441-5 of the Commercial Code).

Article 10 - Retention of title clause

The Service Provider retains its right of ownership of the data collected and produced (such as plans and models for example) until full payment of the price and its accessories (possible costs, interests and penalties). Consequently, the Customer is expressly prohibited from selling, transferring, pledging and in general alienating the goods covered by the contract, before the account is settled.

In the event of use of the data collected and produced by the Customer before the lifting of the retention of title clause, the Customer must pay the Service Provider compensation of five hundred (500) euros per day of use.

Article 11 - Termination

Each party reserves the right to terminate the contract at any time in the event of non-compliance, which has been noted by the other party, with any of its obligations under the contract, without prejudice to any damages and interests that may be claimed from the defaulting party. For this purpose, the contract will end ten (10) working days after the sending by the requesting party of a registered letter with acknowledgement of receipt stating the reason for the termination, which has remained without effect. In the event of inability or impossibility to remedy it within the above period of time, the requesting party will be entitled to terminate the contract immediately.

Each of the parties may immediately terminate the contract in the event of the cessation of activity of one of the parties, judicial liquidation or any other situation producing the same effects. In the event of cessation of payment, receivership or judicial safeguard, termination may occur after the sending of a formal notice sent to the judicial administrator (or liquidator) that has remained unanswered for more than one month, in accordance with the legal provisions in force. The termination of contractual relationships, regardless of the cause, will result in the immediate interruption of its services by the Service Provider. In the event of termination of the agreement by the Customer, the Customer will be due the amounts corresponding to the services provided up to the effective date of the termination and not yet paid. In the event of termination, and regardless of the cause, it is expressly agreed that the Customer will not be able to request a refund under any circumstances.

Article 12 - Force Majeure

No party may be considered to be in default in the performance of its obligations and be held liable if this obligation is affected, temporarily or permanently, by an event or a cause of force majeure.

As such, force majeure means any external, unpredictable and irresistible event within the meaning of article 1148 of the Civil Code, independent of its will and which is beyond its control, in particular on an indicative and non-limiting basis: fires, water damage, natural disasters, natural disasters, storms, lightning, natural disasters, storms, lightning, storms, lightning, strikes, storms, lightning, strikes, floods, lightning, strikes, floods, lightning, strikes, floods, earthquakes, epidemics, attacks, government restrictions, social unrest and riots, war, malice, disaster on the Service Provider's premises. or of the Customer, blocking of means of transport, failure of the equipment computer, absence for a long period (illness or accident), impossibility of obtaining labor, materials, components or other service supplies and any external event likely to delay, prevent or make the performance of obligations economically exorbitant, in particular in the event of delay by one of the Service Provider's subcontractors or suppliers.

Within a maximum of five (5) working days of the occurrence of such an event, the party defaulting due to force majeure undertakes to notify the other party by registered letter with acknowledgement of receipt and to provide proof of this. The defaulting party will make every effort to eliminate the causes of the delay and will resume the performance of its obligations as soon as the case invoked has disappeared.

However, if the cause persists beyond a period of fifteen (15) working days from the receipt of the notification of the case of force majeure, each party will have the right to terminate the agreement, without awarding damages. Such termination will take effect on the date of receipt by the other party of the termination letter. In the event that the agreement is terminated by the Customer due to force majeure, the Customer must pay the Service Provider all the amounts corresponding to the services provided up to the date of termination.

Article 13 - Confidentiality

The parties expressly undertake to keep as strictly confidential the information designated as such that they may have had before and during the performance of the services and not to disclose it to anyone either during performance or after its termination. Quotations, order forms and contract clauses signed between the parties are deemed confidential, and as such may not be communicated to unauthorized third parties.

Article 14 - Responsibilities

The Service Provider undertakes, within the framework of an obligation of means, to perform the services in accordance with the rules of the art and in the best manner, under the terms and conditions of the agreement, as well as in compliance with the applicable legal and regulatory provisions. Each party is responsible to the other for any breach of its obligations.

The Customer undertakes to provide the Service Provider, within the agreed deadlines, with all the information and documents essential for the proper performance of the service as well as for a good understanding of the problems posed. The Service Provider cannot be held liable in the event of an error caused by a lack of information provided by the Customer, in the event of transmission of inaccurate information by the Customer or in the event of a delay caused by the Customer which would result in the impossibility of respecting the deadlines agreed or prescribed by law. Thus, the Customer acknowledges being solely responsible for the accuracy of the data and information transmitted to the Service Provider. The proper performance of its services by the Service Provider depends directly on the correct transmission to the Service Provider by the Service Provider of the necessary information and documentation as well as on the accuracy of the information provided by the Service Provider within the agreed deadlines.

The liability of the Service Provider, if proven, will be limited to the amount excluding taxes not exceeding half of the total sum excluding taxes actually paid by the Customer for the service provided by the Service Provider on the date of the complaint by registered letter with acknowledgement of receipt.

Article 15 - Subcontracting

In compliance with the general conditions of intervention possibly validated with the Customer, the Service Provider may reserve the right to subcontract all or part of the services of these General Conditions of Sale to any company, in particular those of its brand license network. In the event of subcontracting, the Service Provider will remain fully responsible for its subcontractor vis-à-vis the Customer.

Article 16 - Deadlines

The services ordered by the Customer will be provided by the Service Provider within a period precisely defined in the quotation and possibly included in the order form, otherwise, the deadlines below apply:

The Service Provider may not be held liable to the Customer in the event of a delay in the provision of services that does not exceed the period of fifteen days (15) running from the expiration of the deadline for completing the service.

The Service Provider undertakes to respect the completion deadline subject to compliance by the Customer with its obligations and the meeting of the required conditions (order date, accessibility to the site, weather and/or safety conditions for stakeholders).

The Customer has seven calendar days (7) from the date of receipt of the deliverables to notify the Service Provider by registered letter with acknowledgement of receipt (LRAR), recalling the references on the order and the invoice, of any claims relating to the deliverables. In the absence of reservations or claims expressly made by the Customer at the end of the above-mentioned period of seven (7) calendar days, the services provided and delivered are deemed to have been accepted by the Customer and in accordance with the order in quality and quantity.

The Service Provider undertakes to respect the completion deadline possibly defined in the quotation or contract, subject to compliance by the Customer with its obligations and the meeting of the required conditions (order date, accessibility to the site, weather and/or safety conditions for stakeholders). The duration of validity of the contractual relationship is that provided for in the quotation or in the contract that may be signed.

Article 17 - Intellectual property

The Service Provider remains the owner of all intellectual and industrial property rights on studies, drawings, models, prototypes, etc. In order to provide services to the Customer, the Service Provider may include the names and logos of the Customer or its partners as a commercial reference.

The knowledge (patents, know-how, software, processes, etc.) belonging to the Service Provider used to perform the services is part of the Service Provider's own assets and remains its property. No transfer of ownership or license rights of any kind is transferred to the Customer for the services provided.

Article 18 - Customer Acceptance

The Company ensures that the acceptance of these GCS is clear and unreserved, indicating on the quotation the internet address of these GCS. Anyone wishing to place an order with the Service Provider expressly declares to have read all of these Terms and Conditions, and where applicable, the Special Conditions of Sale related to a product or a service.

The Customer acknowledges that he has received the necessary advice and information in order to ensure the adequacy of the offer to his needs. The Customer declares to be in a position to contract legally under French and European laws or validly represent the natural or legal person for which he is committed. Unless proven otherwise, the information recorded by the Company constitutes proof of all transactions.

These Terms and Conditions are expressly approved and accepted by the Customer, who declares and acknowledges having perfect knowledge of them and therefore renounces the right to rely on any contradictory document and, in particular, its own General Terms and Conditions of Purchase (“GTC”) which will be unenforceable against the Service Provider even if he has been aware of them.

Article 19 - Exclusion of solidarity

The Service Provider assumes his professional responsibility, as defined in particular by articles 1217, 1231-1 and following, 1792, 1792-2, 1792-3 and 1792-4-1 and following of the Civil Code, within the limits of the mission entrusted to him and his own faults. He cannot be held responsible, in any way whatsoever, neither jointly nor in solidum, for damages attributable to the other participants involved in the operation.

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