GENERAL TERMS AND CONDITIONS OF SALE

PREAMBLE

• ARTICLE 1 - DEFINITIONS

  For the purposes of interpreting and applying these Terms, the terms and expressions defined below have the following meanings:

  1.

  DADYCAR Platform :

  means all the software solutions, web interfaces, mobile applications, APIs (Application Programming Interfaces) and cloud services developed, operated and marketed by DADYCAR for the intelligent management of vehicle fleets. The platform incorporates artificial intelligence, machine learning and predictive analytics technologies to optimise fleet operations.

  2.

  Artificial Intelligence or AI :

  refers to the algorithms, machine-learning models, automated data-processing systems and cognitive technologies built into the DADYCAR Platform to provide predictive analysis, automated recommendations and intelligent optimisation of fleet operations.

  3.

  Fleet Data :

  means all the information collected, processed, analysed and stored by the DADYCAR Platform concerning vehicles, drivers, journeys, consumption, performance, incidents, maintenance, and any other data relating to the operation of the Client's fleet. It includes in particular location data, vehicle telemetry, driving behaviour and energy performance data.

  4.

  Predictive Maintenance :

  means the services that analyse and predict vehicles' maintenance needs using artificial intelligence, so as to anticipate breakdowns, optimise interventions, and reduce servicing costs through a proactive rather than reactive approach.

  5.

  Car-sharing :

  refers to the features of the DADYCAR Platform that allow vehicles within the Client's fleet to be shared and booked, including booking management, automatic vehicle allocation, and optimisation of fleet utilisation.

  6.

  Telematics Equipment :

  means the electronic devices, sensors, tracking units, communication systems and any other hardware supplied by DADYCAR or its partners to enable Fleet Data to be collected and transmitted to the DADYCAR Platform.

  7.

  SaaS Services :

  means the software services supplied by DADYCAR on a Software as a Service basis, including access to the DADYCAR Platform, automatic updates, software maintenance, cloud hosting, and the associated technical support.

  8.

  Authorised User :

  means any natural person authorised by the Client to access and use the DADYCAR Platform, including fleet managers, drivers, system administrators, and any other personnel authorised by the Client in connection with the use of the services.

  9.

  Personal Data :

  has the meaning given in the General Data Protection Regulation (GDPR) 2016/679 and means any information relating to an identified or identifiable natural person, in particular the drivers and users of the Client's fleet.

  10.

  Territory :

  means the geographical area in which DADYCAR's services are used, principally the European Union and the countries in which DADYCAR is authorised to supply its services under the applicable local regulations.

  11.

  Force Majeure :

  means any external, unforeseeable and irresistible event within the meaning of Article 1218 of the French Civil Code, including in particular natural disasters, wars, acts of terrorism, epidemics, widespread telecommunications network failures, major cyberattacks, GPS satellite system failures, and decisions by public authorities that make performance of the contractual obligations impossible.

  12.

  Intellectual Property :

  covers all of DADYCAR's intellectual property rights, including patents, trade marks, copyright, know-how, trade secrets, algorithms, source code, databases, and any other intellectual creation relating to the services supplied.

  13.

  These definitions apply in both the singular and the plural and constitute the reference vocabulary for interpreting these Terms. In the event of ambiguity or conflicting interpretation, the definitions above prevail over any other interpretation.

• ARTICLE 2 - SCOPE AND ACCEPTANCE

  1.

  Scope :

  These Terms apply solely to commercial relations between DADYCAR and its business Clients in connection with the supply of fleet management services.
  
  They govern all services offered by DADYCAR, whether supplied on their own or alongside other services.
  
  These Terms apply to the exclusion of any other terms, in particular the Client's own, save where DADYCAR has expressly agreed otherwise in writing.
  
  No general or particular terms communicated by the Client may therefore become part of these Terms, even where DADYCAR has not expressly objected to them.
  
  These Terms prevail over any other commercial document, proposal, quotation or communication, unless the parties have expressly agreed otherwise in writing.
  
  Any departure from these Terms is valid only once agreed in writing and signed by duly authorised representatives of both parties.

  2.

  Acceptance and enforceability :

  Acceptance of these Terms is deemed given by the mere fact of the Client placing an order, signing a commercial contract with DADYCAR, using the services offered, or paying an invoice.
  
  Such acceptance constitutes the Client's full and unreserved adherence to these Terms.
  
  The Client acknowledges having read these Terms, understood them, and accepted them without reservation.
  
  The Client further acknowledges having the legal capacity required to contract and to be bound hereunder.
  
  Where these Terms conflict with the particular conditions of a specific contract, those particular conditions prevail on the points they expressly address, these Terms remaining applicable to every other aspect of the contractual relationship.

  3.

  Changes to these Terms :

  DADYCAR reserves the right to amend these Terms at any time, in particular to reflect legal, regulatory, case-law, technical or commercial developments.
  
  Amendments take effect as soon as they are published on DADYCAR's website or notified to the Client by any appropriate means.
  
  The applicable Terms are those in force on the date each order is placed or each contract is signed.
  
  For contracts already being performed, amendments apply to services ordered after the new Terms take effect, unless the Client expressly objects by notice given within thirty (30) days of being notified of the amendments.
  
  Should the Client object to the proposed amendments, DADYCAR may, at its option, either maintain the previous terms for the remaining duration of the current contract, or terminate the contract on sixty (60) days' notice, without such termination giving rise to any compensation.

• ARTICLE 3 - DESCRIPTION OF THE SERVICES

  1.

  Intelligent fleet management services :

  DADYCAR offers a complete fleet management solution built on an innovative SaaS platform combining artificial intelligence and advanced technology.
  
  The solution is designed to optimise operational performance, reduce costs, improve safety, and contribute to client companies' sustainability objectives.
  
  The DADYCAR Platform provides an integrated set of features: real-time GPS tracking across the whole fleet, advanced vehicle telemetry, driver behaviour analysis, optimised fuel and energy management, AI-based predictive maintenance, automatic route planning and optimisation, car-sharing features, incident and claims management, advanced reporting and customisable dashboards, and compliance with ESG and regulatory requirements.
  
  The artificial intelligence built into the platform continuously analyses fleet data to provide predictive insights, optimisation recommendations, proactive alerts and trend analyses, supporting informed decisions and the continuous improvement of fleet performance.

  2.

  Equipment and installation services :

  DADYCAR supplies, either directly or through approved partners, the telematics equipment required for its fleet management solution to operate.
  
  This equipment includes latest-generation tracking units, vehicle telemetry sensors, cellular and satellite communication systems, OBD (On-Board Diagnostics) interfaces, and any other device needed to collect and transmit fleet data.
  
  Installation services cover professional fitting of the equipment by certified technicians, configuration and set-up of the devices to the Client's specifications, operating and connectivity tests, user training on the core features, and full commissioning of the solution.
  
  DADYCAR undertakes to use only professional-grade equipment, certified to the applicable European standards and compatible with all light and commercial vehicles on the European market.
  
  Equipment is selected for its reliability, durability, and ability to operate under intensive professional use.

  3.

  Maintenance and support services :

  DADYCAR provides an ongoing maintenance service covering proactive monitoring of equipment operation, preventive and corrective maintenance, replacement of faulty equipment, automatic software updates, and specialist technical assistance.
  
  Technical support is available by telephone, email and online chat during business hours, with emergency assistance available depending on the service levels subscribed to.
  
  DADYCAR's support team is made up of technical experts trained in the specifics of fleet management and able to act quickly to resolve any technical or functional problem.
  
  Maintenance services also include ongoing user training, guidance on making the most of the platform, tailored advice on improving fleet performance, and access to new features developed by DADYCAR.

  4.

  Consulting and optimisation services :

  DADYCAR offers specialist consulting services to support its clients in optimising their fleet management.
  
  These services include an initial audit of the existing fleet, analysis of specific needs, definition of a tailored optimisation strategy, support in implementing the recommendations, and monitoring of the results achieved.
  
  DADYCAR's experts address a range of issues including reducing operating costs, improving road safety, optimising energy consumption, achieving regulatory compliance, introducing electric or hybrid vehicles, and contributing to the company's sustainability objectives.
  
  These consulting services draw on DADYCAR's sector expertise, analysis of the performance data from the Client's fleet, sector benchmarks, and best practices identified with other clients in similar sectors.

• ARTICLE 4 - ORDERING AND SUBSCRIPTION TERMS

  1.

  Ordering process :

  Any order for DADYCAR services goes through a formal process: a needs-analysis phase, the preparation of a tailored quotation, negotiation of particular conditions where required, and the signature of a commercial contract or purchase order.
  
  The process begins with a request from the Client, made by telephone, email, web form, or at a sales meeting. DADYCAR then carries out a detailed needs analysis covering the size and composition of the fleet, sector specifics, optimisation objectives, technical and budgetary constraints, and any particular requirements of the Client.
  
  On the basis of that analysis, DADYCAR prepares a detailed commercial proposal setting out precisely the services offered, the equipment required, the installation and commissioning arrangements, the guaranteed service levels, the term of the contract, the pricing conditions, and any particular conditions.

  2.

  Order validation and acceptance :

  An order is definitively accepted by DADYCAR only once the commercial contract or purchase order has been signed by duly authorised representatives of both parties, and DADYCAR has received all documents and information needed to perform the services.
  
  DADYCAR reserves the right to refuse any order that does not comply with these Terms, that comes from a Client with whom a dispute is ongoing, that presents particular safety or regulatory-compliance risks, or that does not match DADYCAR's technical or commercial capacity.
  
  Acceptance of an order by DADYCAR constitutes a firm undertaking to perform on the agreed terms and within the agreed timescales, subject to the fulfilment of any conditions precedent set out in the contract, in particular obtaining administrative authorisations, technical validation of feasibility, or the Client supplying the items needed for performance.

  3.

  Conditions precedent and subsequent :

  Some orders may be subject to conditions precedent whose fulfilment determines whether the contract comes into force.
  
  Such conditions may include the Client obtaining the necessary internal approvals, validation of technical compatibility with the Client's existing systems, securing specific funding, or the completion of prior security audits.
  
  Failure to fulfil a condition precedent within the agreed period causes the order to lapse automatically, with neither party entitled to any compensation.
  
  DADYCAR undertakes to keep the Client informed of the status of the conditions precedent and to work actively towards their fulfilment so far as it is able.
  
  Conditions subsequent may also be provided for, in particular where the Client's financial position changes substantially, where control of either party changes, or where events occur that make performance impossible or unlawful.
  
  The occurrence of a condition subsequent terminates the contract automatically, on the terms set out in these Terms.

• ARTICLE 5 - PRICING AND PAYMENT TERMS

  1.

  Service pricing :

  DADYCAR's service prices are set from a modular price list reflecting the number of vehicles equipped, the features subscribed to, the service level chosen, the commitment period, and any specific technical requirements.
  
  This modular approach allows close adaptation to each Client's needs and budget.
  
  Pricing generally comprises an installation and commissioning cost, invoiced once at the start of the contract; a recurring monthly subscription covering access to the DADYCAR Platform and the associated services; and variable costs tied to the use of specific services such as cellular communications, custom reports, or consulting work.
  
  Prices are stated in euros excluding tax and are ex-works from our premises or those of our partners. They include access to the DADYCAR Platform, software updates, basic equipment maintenance, and standard technical support. Additional services are invoiced separately on the agreed terms.
  
  DADYCAR offers volume discounts based on the number of vehicles equipped, the commitment period, and advance payment. These discounts are set out in the commercial proposals and formalised in individual contracts. Preferential rates may be granted to long-standing clients, to commercial partners, or as part of specific commercial campaigns.

  2.

  Price revision :

  Prices may be revised annually by DADYCAR, on at least three (3) months' notice given to the Client by registered letter with acknowledgement of receipt or by email with read receipt.
  
  Such a revision may be justified by changes in supply costs, inflation, regulatory changes, service improvements, or the introduction of new features.
  
  A price increase may not exceed the consumer price index published by INSEE plus two (2) percentage points, unless the Client expressly agrees to a larger increase justified by substantial service improvements or significant technology investment.
  
  Should the Client refuse the proposed increase, it has thirty (30) days from the notification to terminate the contract on three (3) months' notice, with no penalty or compensation.
  
  Failing termination within that period, the Client is deemed to have accepted the new prices.

  3.

  Invoicing arrangements :

  Recurring services are invoiced monthly in arrears, on the basis of the services actually supplied and the equipment in service.
  
  Invoices are issued within the first five (5) days of the month following the billing period and sent to the Client electronically, to the address given in the contract.
  
  One-off work, installations, training and consulting services are invoiced separately on the terms agreed in each specific contract.
  
  Installation fees are generally invoiced when the equipment is actually commissioned, once the Client has confirmed that it is working properly.
  
  Each invoice sets out the services supplied, the billing period concerned, the quantities and unit prices applied, any discounts granted, the amount excluding tax, the applicable VAT, and the total including tax.
  
  Invoices are accompanied by all supporting documents needed to understand and account for them.

  4.

  Payment terms :

  Unless particular conditions have been expressly agreed, invoices are payable thirty (30) days net from their date of issue, by bank transfer to the account shown on the invoice.
  
  No early-settlement discount is granted, unless DADYCAR expressly agrees.
  
  Payment by cheque is accepted only for amounts below one thousand (1,000) euros and with DADYCAR's prior agreement.
  
  Bank charges relating to the means of payment are borne by the Client, in particular for international transfers or rejected direct debits.
  
  Late payment automatically incurs late-payment interest at three times the statutory interest rate in force, calculated from the day after the due date shown on the invoice.
  
  That interest falls due without any prior formal notice being required.
  
  In accordance with Article L. 441-10 of the French Commercial Code, a fixed recovery-cost indemnity of forty (40) euros is also due in the event of late payment, without prejudice to further compensation for recovery costs incurred and evidenced by DADYCAR.

  5.

  Payment guarantees :

  DADYCAR reserves the right to require from the Client, before performing its obligations or while the contract is being performed, any appropriate payment guarantee, in particular a security deposit, a bank guarantee, or credit insurance.
  
  Such a requirement may be justified by the Client's financial position, the size of the sums involved, or previous late payments.
  
  Where required, the security deposit generally equals three (3) months' subscription and is paid on signature of the contract.
  
  It is returned within sixty (60) days of the end of the contract, less any sums owed by the Client.
  
  Should the Client's financial position deteriorate during the contract, in particular in the event of insolvency proceedings, DADYCAR may require additional guarantees or suspend performance of its services until those guarantees are provided, without such suspension amounting to a breach of contract.

• ARTICLE 6 - DADYCAR'S OBLIGATIONS

  1.

  Obligation to supply the services :

  DADYCAR undertakes to supply the services described in the commercial contract to the agreed level of quality and performance, meeting the stated timescales and the validated technical specifications.
  
  This obligation covers making the DADYCAR Platform available, installing and maintaining the equipment, providing technical support, and all services provided for in the contract.
  
  The DADYCAR Platform is accessible twenty-four hours a day, seven days a week, with an availability target of ninety-nine point five per cent (99.5%) calculated monthly, excluding scheduled maintenance windows notified in advance.
  
  Service interruptions for maintenance are scheduled outside business hours and do not exceed four (4) consecutive hours per month.
  
  DADYCAR guarantees the confidentiality and security of the Client's data in line with industry standards and the applicable regulatory requirements.
  
  Data is hosted in ISO 27001-certified data centres located in the European Union, with appropriate backup, encryption and access-control measures.

  2.

  Obligation to advise and inform :

  DADYCAR undertakes to advise the Client on how best to use its services and to inform it of technological, regulatory or functional developments liable to affect its use of the solution.
  
  This duty to advise is exercised within the limits of DADYCAR's technical competence and of the information supplied by the Client.
  
  Informing the Client includes regular reporting on fleet performance, optimisation recommendations based on data analysis, alerts on anomalies detected, and advice on improving operational efficiency and regulatory compliance.
  
  DADYCAR also undertakes to train the Client's users in the use of the DADYCAR Platform, whether through in-person training sessions, online training modules, or one-to-one support, on the terms agreed in each contract.

  3.

  Maintenance and support obligations :

  DADYCAR carries out corrective and preventive maintenance of the equipment supplied, including replacing faulty equipment, software updates, and the technical work needed to keep the solution running properly.
  
  This maintenance is included in the monthly subscription for standard equipment and is subject to specific terms for specialised equipment.
  
  Technical support is provided by a team of experts trained in the specifics of fleet management, reachable by telephone, email and online chat during business hours (9:00 a.m. to 6:00 p.m., Monday to Friday, excluding public holidays).
  
  An on-call service may be subscribed to by clients needing assistance outside business hours.
  
  On-site maintenance visits are scheduled with the Client so as to minimise disruption to operations.
  
  DADYCAR undertakes to intervene within a maximum of forty-eight (48) business hours for critical failures affecting more than twenty per cent (20%) of the Client's fleet.

  4.

  Compliance and security obligations :

  DADYCAR undertakes to comply with all regulations applicable to its activities, in particular on personal data protection (GDPR), information security, telecommunications, and road transport.
  
  That compliance is subject to regular audits and to certification by independent bodies.
  
  The security of DADYCAR's information systems receives particular attention, with appropriate technical and organisational measures in place including data encryption, continuous system monitoring, access and identity management, and regular updating of security systems.
  
  DADYCAR undertakes to notify the Client as soon as possible, and at the latest within seventy-two (72) hours, of any security incident liable to affect the Client's data or services, stating the nature of the incident, the steps taken to remedy it, and its recommendations for limiting the impact.

• ARTICLE 7 - THE CLIENT'S OBLIGATIONS

  1.

  General duty to co-operate :

  The Client undertakes to co-operate actively with DADYCAR so that the services can be properly performed, in particular by supplying all necessary information, facilitating access to the vehicles and premises, appointing competent contacts, and following the agreed procedures.
  
  This co-operation includes communicating the technical characteristics of the vehicles to be equipped, any specific operating constraints, the optimisation objectives sought, and any information relevant to tailoring and optimising DADYCAR's services.
  
  The Client also undertakes to inform DADYCAR of any change liable to affect performance of the services, in particular changes to the fleet, organisational changes, regulatory developments specific to its sector, or projects that may affect its use of the services.

  2.

  Technical and usage obligations :

  The Client undertakes to use DADYCAR's services for their intended purpose, in accordance with the technical specifications and the good practices communicated by DADYCAR.
  
  Such compliant use includes following the procedures for installing, configuring and maintaining the equipment.
  
  The Client is responsible for training its users in the correct use of the DADYCAR Platform and the associated equipment. It undertakes to appoint competent administrators, to define internal usage procedures, and to make its drivers aware of the specifics of telematics equipment.
  
  The Client is expressly prohibited from modifying, dismantling or altering the equipment supplied by DADYCAR, from attempting to access proprietary source code or algorithms, from disrupting the operation of the DADYCAR Platform, or from using the services for any purpose other than those provided for in the contract.

  3.

  Payment and financial obligations :

  The Client undertakes to settle DADYCAR's invoices by the agreed due dates, on the terms set out in these Terms.
  
  That payment obligation is firm and final, regardless of the Client's actual use of the services or of its own financial difficulties.
  
  In the event of temporary financial difficulty, the Client undertakes to inform DADYCAR as soon as possible and to seek amicable solutions with DADYCAR, in particular payment schedules or additional guarantees.
  
  The Client indemnifies DADYCAR against any third-party claim connected with the use of the services, in particular claims by drivers, disputes with supervisory authorities, or liability actions connected with the operation of the fleet.

  4.

  Confidentiality and security obligations :

  The Client undertakes to preserve the confidentiality of DADYCAR's technical, commercial and strategic information to which it may have access in performing the contract.
  
  That confidentiality obligation lasts for the whole term of the contract and for five (5) years after it ends.
  
  The Client is responsible for the security of its access to the DADYCAR Platform, in particular the management of usernames and passwords, the definition of its users' access rights, and the monitoring of account use.
  
  It undertakes to notify DADYCAR immediately of any unauthorised or suspicious use.
  
  The Client undertakes to comply with the regulations applicable to the use of its drivers' location data, in particular as regards prior information, consultation of employee representatives, and respect for data subjects' rights under the GDPR.

• ARTICLE 8 - INTELLECTUAL PROPERTY

  1.

  Ownership of DADYCAR's developments :

  DADYCAR remains the sole owner of all its intellectual property rights, including in particular patents, trade marks, copyright, know-how, trade secrets, artificial-intelligence algorithms, source code, software architecture, databases, and any other intellectual creation developed before the contract or in the course of performing the services.
  
  That ownership extends to improvements, developments and bespoke work carried out for the Client, where these incorporate or build upon DADYCAR's pre-existing intellectual property. The Client acknowledges that such developments are derivative works of DADYCAR's technology and may claim no ownership right in them.
  
  The artificial-intelligence algorithms, machine-learning models and data-processing systems developed by DADYCAR are strategic assets protected by trade secret and copyright. The Client shall not attempt to reverse-engineer, decompile or analyse them with a view to discovering or reproducing these proprietary technologies.

  2.

  Licence granted to the Client :

  DADYCAR grants the Client, for the term of the contract, a non-exclusive, non-assignable and non-transferable licence to use the DADYCAR Platform and the associated software, strictly limited to managing the Client's own vehicle fleet and subject to the contractual conditions.
  
  This licence permits use of the services only in the Client's business activities, for the number of users and vehicles provided for in the contract, within the agreed territory. Any use beyond those limits requires DADYCAR's prior written agreement and may be charged for separately.
  
  The Client may under no circumstances sub-license, assign or make DADYCAR's services available to third parties, unless DADYCAR expressly agrees in writing. That prohibition applies in particular to the Client's subsidiaries, commercial partners or service providers, which must enter into their own contracts with DADYCAR.

  3.

  Protection of innovations and improvements :

  Usage data collected by DADYCAR in the course of supplying the services may be used in anonymised and aggregated form to improve the algorithms, develop new features, and enrich the services offered to all clients. Such use strictly respects the principles of personal data protection and commercial confidentiality.
  
  The Client acknowledges that this use of anonymised data contributes to the continuous improvement of the services and is an essential part of DADYCAR's business model. The improvements so developed remain DADYCAR's exclusive property and benefit all clients.
  
  Any suggestion, recommendation or improvement idea communicated by the Client to DADYCAR is deemed given free of charge and may be used freely by DADYCAR with no obligation of payment or acknowledgement, unless expressly agreed otherwise in writing.

  4.

  Respect for third-party rights :

  DADYCAR warrants that the Client's use of its services, in accordance with the contractual conditions, does not infringe any third party's intellectual property rights. Should a third party bring a well-founded claim, DADYCAR undertakes to defend the Client and to bear the costs of defence and any compensation.
  
  This warranty is conditional upon the Client immediately notifying any third-party claim, co-operating fully in the defence, and complying with the conditions of use of the services. It does not apply to unauthorised modifications of the services or to use that does not comply with the specifications.
  
  The Client likewise indemnifies DADYCAR against any third-party claim connected with use of the services otherwise than in accordance with the contract, with integration into third-party systems not validated by DADYCAR, or with the use of data for which the Client does not hold the necessary rights.

• ARTICLE 9 - PERSONAL DATA PROTECTION

  1.

  Regulatory framework and general principles :

  Personal data is processed in connection with DADYCAR's services in strict compliance with the General Data Protection Regulation (GDPR) 2016/679, the amended French Data Protection Act, and all applicable personal data protection regulations.
  
  DADYCAR acts as controller for data relating to the use of its platform, and as processor for the personal data of the drivers and users of the Client's fleet. That distinction determines the parties' respective responsibilities and the obligations applicable to each category of processing.
  
  The fundamental principles of lawfulness, fairness, transparency, purpose limitation, data minimisation, accuracy, storage limitation, integrity and confidentiality, and accountability are scrupulously observed in all processing carried out by DADYCAR.

  2.

  Purposes and legal bases of processing :

  Personal data is processed solely for the following purposes: supplying fleet management services, vehicle location tracking, driving behaviour analysis, predictive maintenance of equipment, route optimisation, incident management, service billing, technical support, and service improvement.
  
  The legal bases for that processing are principally the performance of the commercial contract between DADYCAR and the Client, DADYCAR's legitimate interest in improving its services and ensuring system security, and compliance with legal obligations, in particular on invoicing and the retention of accounting records.
  
  For certain specific processing, in particular in-depth behavioural analysis or the use of biometric data, the explicit consent of the data subjects may be required. In that case DADYCAR provides the Client with the tools and procedures needed to collect and manage that consent.

  3.

  Data subjects' rights :

  The drivers and users of the Client's fleet enjoy all the rights conferred by the GDPR: the right to be informed, of access, to rectification, to erasure, to restriction of processing, to data portability, to object, and the rights relating to automated decision-making.
  
  DADYCAR provides the Client with the technical tools needed to give effect to those rights and undertakes to respond to requests within the statutory time limits. The Client remains responsible for informing its drivers in advance and for the first-line handling of requests to exercise rights.
  
  A specific procedure is in place for complex requests requiring joint action by DADYCAR and the Client, in particular portability or erasure requests involving technical data critical to safety or service continuity.

  4.

  Security and data transfers :

  DADYCAR implements appropriate technical and organisational measures to secure personal data, including encryption of data in transit and at rest, pseudonymisation of sensitive data, rigorous access and identity management, continuous system monitoring, and regular staff training.
  
  Data is hosted exclusively in data centres located in the European Union and certified to international security standards (ISO 27001, SOC 2). No personal data is transferred to third countries without the appropriate safeguards provided for by the GDPR.
  
  In the event of a security incident affecting personal data, DADYCAR undertakes to notify the competent supervisory authority within seventy-two (72) hours and to inform the Client without undue delay, stating the nature of the incident, the categories of data concerned, and the steps taken to remedy it.

  5.

  Retention and erasure :

  Personal data is kept only for as long as is necessary for the purposes for which it is processed, in accordance with DADYCAR's retention policy and the applicable regulatory requirements. That period varies with the nature of the data and the legal retention obligations.
  
  Location and telemetry data is generally kept for the term of the contract plus twelve (12) months, to allow retrospective analysis and the resolution of any disputes. Accounting and invoicing data is kept for ten (10) years in accordance with tax obligations.
  
  Once the retention periods expire, or at the Client's request, DADYCAR securely erases the personal data, unless a longer legal retention obligation applies. That erasure is documented and a certificate of destruction may be issued at the Client's request.

• ARTICLE 10 - LIABILITY AND WARRANTIES

  1.

  DADYCAR's warranties :

  DADYCAR warrants that its services are supplied with the care and diligence of a competent professional, in accordance with good practice and industry standards.
  
  That warranty covers the quality of the work, its conformity with the contractual specifications, and compliance with the agreed timescales.
  
  The DADYCAR Platform is warranted to be accessible with a minimum availability of ninety-nine point five per cent (99.5%) calculated monthly, excluding scheduled maintenance windows. Should that commitment not be met, the Client receives a credit note proportionate to the excess downtime.
  
  Equipment supplied by DADYCAR is warranted against manufacturing and operating defects for twenty-four (24) months from installation. That warranty covers the free replacement of faulty equipment and the technical work needed to restore it to working order.
  
  DADYCAR also warrants that its services comply with the applicable regulations on data protection, telecommunications and information security. That compliance warranty is subject to regular audits and to certification by independent bodies.

  2.

  Limits of the warranties :

  DADYCAR's warranties apply only where the services are used in accordance with the technical specifications, the contractual conditions, and the good practices communicated.
  
  They are excluded in the event of non-compliant use, unauthorised modification of the equipment, integration with systems that have not been validated, or failure to follow the maintenance procedures.
  
  DADYCAR does not warrant that the services meet specific needs of the Client that were not expressly communicated and validated during the prior analysis phase. It is for the Client to satisfy itself that the services match its expectations and operating constraints.
  
  The warranties are likewise excluded for malfunctions arising from causes outside DADYCAR's control, in particular telecommunications network failures, GPS satellite system failures, electromagnetic interference, extreme operating conditions, or acts of vandalism.

  3.

  Limitation of liability :

  DADYCAR's liability is limited to direct and foreseeable loss arising from the non-performance or defective performance of its contractual obligations.
  
  That liability is capped at the sums paid by the Client under the contract during the twelve (12) months preceding the occurrence of the loss.
  
  DADYCAR may under no circumstances be held liable for indirect loss, in particular loss of business, loss of profit, loss of customers, loss of data, damage to reputation, or any other economic or commercial loss, even where DADYCAR was informed that such loss might occur.
  
  This limitation of liability does not apply to loss arising from gross negligence or wilful misconduct on DADYCAR's part, to personal injury, or where the law prohibits such a limitation. It does not prevent the application of statutory warranties or of the insurance policies taken out by DADYCAR.

  4.

  The Client's liability :

  The Client bears full responsibility for the use of DADYCAR's services by its employees, agents and anyone authorised to use its fleet.
  
  That responsibility includes compliance with the Highway Code, transport regulations, safety rules, and the employment obligations attaching to the employment of drivers.
  
  The Client is responsible for informing and training its drivers about the presence and operation of the telematics equipment, in accordance with the legal obligations on employee location tracking.
  
  It bears responsibility for any claim or legal action connected with that location tracking.
  
  The Client indemnifies DADYCAR against any third-party claim connected with the use of the services, in particular claims by drivers, action by supervisory authorities, disputes with customers or commercial partners, or civil or criminal liability actions connected with the operation of the fleet.

  5.

  Insurance :

  DADYCAR takes out and maintains in force, for the whole term of the contract, professional indemnity insurance covering the financial consequences of its professional liability, with a minimum cover of two million (2,000,000) euros per claim and per insurance year.
  
  That insurance covers in particular damage caused to third parties in the course of DADYCAR's professional activity, loss arising from errors, omissions or negligence in the supply of the services, and the consequences of DADYCAR's professional liability being engaged.
  
  The Client undertakes to keep its own insurance in force, in particular its motor fleet insurance, public liability insurance, and any insurance specific to its sector. It undertakes to check that those policies cover the use of telematics equipment and location-tracking activities.

• ARTICLE 11 - TERM AND TERMINATION

  1.

  Term of the contract :

  Contracts with DADYCAR are generally entered into for a fixed term of twelve (12), twenty-four (24) or thirty-six (36) months, depending on the commercial terms negotiated.
  
  That minimum commitment period allows the costs of installing, configuring and commissioning the equipment and services to be recovered.
  
  At the end of the initial period the contract renews automatically for successive periods of twelve (12) months, unless either party gives notice by registered letter with acknowledgement of receipt at least three (3) months before the expiry date.
  
  This tacit renewal ensures continuity of service while preserving the parties' freedom of contract.
  
  For short-term contracts or one-off work, specific conditions may be agreed, in particular for test phases, pilot projects, or consulting work. Those particular conditions are then expressly stated in the commercial contract or purchase order.

  2.

  Termination for cause :

  Either party may terminate the contract before its term where the other party is in serious breach of its contractual obligations, after a formal notice has gone unheeded for thirty (30) days.
  
  Such termination takes effect immediately and automatically, without prejudice to any damages due.
  
  Grounds for termination for cause include in particular: non-payment of invoices after formal notice, serious breach of the confidentiality obligations, non-compliant use of the services despite warnings, either party ceasing to trade, or the opening of insolvency proceedings.
  
  Termination for cause does not release the defaulting party from paying the sums due up to the effective date of termination, nor from making good the loss caused to the other party. It may also give rise to payment of an early-termination indemnity on the terms set out in the contract.

  3.

  Termination for convenience :

  The Client may terminate the contract at any time, on three (3) months' notice given by registered letter with acknowledgement of receipt and on payment of an early-termination indemnity.
  
  That indemnity compensates DADYCAR for the investment it has made and for costs not yet recovered.
  
  The early-termination indemnity is calculated on a sliding scale reflecting the remaining term of the contract: it is 100% of the fees still due where termination occurs within the first six (6) months, 75% between the 7th and 18th month, 50% between the 19th and 30th month, and 25% thereafter.
  
  DADYCAR may likewise terminate the contract for convenience on six (6) months' notice, in particular where it ceases to trade, undergoes a strategic reorganisation, or substantially changes its commercial offering.
  
  In that case no indemnity is due from the Client, and DADYCAR undertakes to facilitate the transition to another provider.

  4.

  Consequences of termination :

  On the date of termination, whatever the cause, the Client immediately loses all right of access to the DADYCAR Platform and the associated services.
  
  DADYCAR deactivates the user accounts and suspends the services within a maximum of forty-eight (48) hours.
  
  Equipment installed in the Client's vehicles remains DADYCAR's property and must be returned within thirty (30) days of termination.
  
  Return is at the Client's expense, on the terms set by DADYCAR. Failing return within that period, DADYCAR invoices the Client for the replacement value of the equipment.
  
  DADYCAR undertakes to provide the Client, on express request made within thirty (30) days of termination, with an export of the fleet data in a standard, usable format.
  
  That export is charged at the rates in force and covers only data owned by the Client, excluding DADYCAR's proprietary algorithms and analyses.
  
  The obligations of confidentiality, intellectual property and non-competition survive termination of the contract for the periods set out in these Terms.
  
  Sums owed by the Client remain payable on the originally agreed due dates, unless the parties agree otherwise.

• ARTICLE 12 - FORCE MAJEURE

  1.

  Definition and recognition :

  Force majeure means any event outside the parties' control, unforeseeable when the contract was concluded, and irresistible in its effects, within the meaning of Article 1218 of the French Civil Code.
  
  It suspends performance of the contractual obligations for as long as it lasts and relieves the parties of liability.
  
  The following are treated as force majeure in particular: natural disasters (earthquakes, floods, exceptional storms), armed conflict and acts of terrorism, epidemics and pandemics declared by the health authorities, general strikes in the public services, widespread telecommunications or electricity network failures, cyberattacks on a national or international scale, GPS satellite system failures, and decisions by public authorities prohibiting or restricting the parties' activity.
  
  The party relying on force majeure must notify the other as soon as possible, by any means allowing receipt to be acknowledged, stating the nature of the event, its likely duration, and the steps taken to limit its consequences.
  
  That notification must be supported by appropriate evidence within fifteen (15) days.

  2.

  Consequences of force majeure :

  The occurrence of force majeure suspends performance of the parties' obligations for as long as it lasts, with no entitlement to compensation.
  
  Contractual timescales are extended by a period equal to that of the impediment, and the parties endeavour to limit the consequences of the event.
  
  Should the impediment resulting from force majeure continue beyond three (3) consecutive months, either party may terminate the contract automatically, on thirty (30) days' notice given by registered letter with acknowledgement of receipt.
  
  Such termination gives rise to no compensation on either side.
  
  During the force majeure period, DADYCAR undertakes to keep the Client's data secure and to restore the services as soon as circumstances permit.
  
  The Client remains liable for the subscriptions covering the services actually supplied and for the cost of keeping the equipment secure.

  3.

  Mitigation measures :

  As soon as a force majeure event occurs, the parties undertake to work together in good faith to limit its consequences and to find alternative solutions allowing all or part of the services to be maintained.
  
  That co-operation may include putting degraded procedures in place, using substitute means, or temporarily reorganising the services.
  
  DADYCAR operates a business continuity plan comprising technical and organisational measures to make its services resilient to exceptional events.
  
  That plan includes in particular redundancy of critical systems, off-site data backup, and procedures for activating fallback sites.
  
  The Client undertakes to co-operate with DADYCAR in implementing those mitigation measures and to adapt its internal procedures temporarily where necessary.
  
  That co-operation gives rise to no additional charge from DADYCAR, save for exceptional costs expressly agreed between the parties.

• ARTICLE 13 - GENERAL PROVISIONS

  1.

  13.1 Entire agreement and amendment :

  These Terms, together with any particular conditions and technical schedules, constitute the entire agreement between the parties and supersede all previous agreements, written or oral, on the same subject matter.
  
  These Terms may be amended only by a written amendment signed by duly authorised representatives of both parties.
  
  Any indulgence or oversight by either party in applying these Terms may not be construed as a waiver of the right to rely later on any of their provisions.
  
  Likewise, the invalidity of one clause of these Terms does not render the whole contract invalid; the remaining clauses retain their full force and effect.
  
  Where the contractual documents conflict, the following order of precedence applies: particular conditions, these Terms, technical schedules, commercial proposal. That hierarchy resolves any ambiguity while preserving the coherence of the contractual set.

  2.

  13.2 Assignment and subcontracting :

  The Client may not assign, transfer or subcontract all or part of its rights and obligations under this contract without DADYCAR's prior written agreement.
  
  That restriction is intended to preserve the relationship of trust and the performance conditions specifically negotiated between the parties.
  
  DADYCAR may freely assign the contract to any company in its group or to a third party as part of a restructuring, merger, acquisition or business transfer. The Client is informed by written notice at least three (3) months before the assignment takes effect.
  
  DADYCAR may use subcontractors to perform certain services, in particular equipment installation, technical maintenance, or data hosting. Those subcontractors are selected against strict criteria of competence, reliability and regulatory compliance. DADYCAR remains fully responsible for the performance of subcontracted services.

  3.

  13.3 Notices and communications :

  All notices required under these Terms must be given in writing and sent to the contact details shown in the commercial contract or subsequently updated by notice.
  
  Important notices (termination, formal notice, amendment of the Terms) must be given by registered letter with acknowledgement of receipt.
  
  Routine communications may be made by email to the addresses designated by each party, with a read receipt requested. Such communications are deemed received on the business day following despatch, unless proved otherwise. The parties undertake to keep their contact details up to date.
  
  For the day-to-day performance of the contract, the parties designate lead contacts authorised to take operational decisions and to bind their company within the limits of their authority. Those designations are notified in writing, stating the extent of the powers conferred.

  4.

  13.4 Governing law and jurisdiction :

  These Terms are governed by French law, to the exclusion of any other legislation. That applies both to the interpretation of the contractual clauses and to the resolution of any dispute between the parties.
  
  In the event of a dispute over the interpretation, performance or termination of the contract, the parties undertake to seek an amicable solution first, by direct negotiation or mediation. That amicable step is a mandatory precondition to any legal proceedings.
  
  Failing an amicable agreement within three (3) months of the dispute being notified by the more diligent party, the dispute shall be submitted to the exclusive jurisdiction of the commercial courts of Nanterre, even where there are several defendants or a third-party claim. That jurisdiction clause applies to all disputes, including urgent proceedings and protective measures.

  5.

  13.5 Data protection and regulatory compliance :

  DADYCAR undertakes to comply with all regulations applicable to its activities, in particular the General Data Protection Regulation (GDPR), the French Data Protection Act, the sector regulations governing road transport, and information security standards.
  
  For any question relating to the processing of personal data, DADYCAR may be contacted at dpo@dadycar.fr. The Client may also apply directly to the French data protection authority (CNIL) to exercise its rights or to lodge a complaint.
  
  DADYCAR keeps available to the Client and to the competent supervisory authorities all documentation relating to the compliance of its processing, including impact assessments, records of processing, security procedures, and the certifications obtained.

Schedules