General Terms and Conditions of Sale 2026.2

Article 1 – Purpose

These General Terms and Conditions of Sale (the “GTC”) govern any order for services placed by a professional customer (the “Customer”) with Neostore SAS, a simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 45,198.00, registered with the Bourg-en-Bresse Trade and Companies Register under number 892 973 348, whose registered office is located at 465 chemin des Sables, 01600 Reyrieux, France, publisher and operator of the The Wallet Crew solution.

These GTC form an integral part of the Agreement. The Agreement defines the technical, financial and legal conditions under which Neostore provides the Customer with the The Wallet Crew solution and its associated Services.

The Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any prior agreement, discussion or exchange relating to the same subject matter.

Contact: [email protected]

Article 2 – Definitions

Agreement: the GTC and the documents listed in Article 15 (Contractual Documents).

Connector(s): components enabling The Wallet Crew to be integrated with the Customer's third-party systems, including CRM, POS, ticketing, e-commerce, marketing or loyalty platforms.

Consumer(s): natural person(s) receiving, adding or using one or more passes issued through The Wallet Crew, or using an enrollment form, link or landing page.

Consumption: any unit of usage, volume, API call, number of passes, scans, notifications, imports, exports, connectors, environments, accounts or other metrics used as a basis for billing the Service.

Quote: commercial document issued by Neostore specifying the scope, duration, pricing and specific conditions of the Services.

Documentation: any document, user guide, online help, functional or technical specification, support or security procedure made available by Neostore in connection with the Service.

Customer Data: all data, content, files, graphic elements, identifiers, settings, logs, business information or personal data provided, imported, entered, issued, transmitted or processed by the Customer through the Service.

Technical Prerequisites: the technical, software, network, browser, third-party account, certificate and configuration requirements necessary for access to and proper operation of the Service, as defined in the “Technical Prerequisites and Pass Validation” appendix.

Service(s): The Wallet Crew, its features, modules, Connectors, APIs, configuration and validation tools and/or the support, integration, training and assistance services provided by Neostore. The Services subscribed to by the Customer are described in the Quote.

Third-Party Service(s): any service, software, platform, API, system, application, infrastructure or component provided by a third party and interfaced with or used in connection with the Service, including Apple Wallet, Google Wallet, CRM systems, POS systems, marketing platforms, cloud services, push messaging services or SFTP solutions.

The Wallet Crew: SaaS solution published by Neostore SAS and operated through a secure technological infrastructure, enabling the Customer to issue, distribute, update, validate and manage various types of digital passes, including loyalty cards, gift cards, vouchers, tickets and invitations, subscriptions or membership cards, intended to be stored in mobile wallet applications such as Apple Wallet, Google Wallet or any other compatible environment.

Authorized User(s): any natural person under the Customer's responsibility who is authorized by the Customer to access the Service for professional purposes.

Article 3 – Description of the Services

Neostore provides the Customer with access to the The Wallet Crew solution, operated as a Wallet-as-a-Service (WaaS) platform.

The description of the Service and the detailed functional scope, service levels, support and maintenance conditions, Technical Prerequisites and pass validation procedures are set out in the Appendices to this Agreement, which form an integral part thereof as detailed in Article 15.

The Service is a standard service.

Neostore may make any update, correction, improvement, ergonomic, technical, regulatory or security-related change to the Service that it deems useful, provided that such changes do not substantially alter the essential functionalities subscribed to by the Customer.

Certain functionalities may be modified, replaced or withdrawn where they depend on Third-Party Services, standards imposed by third parties or security constraints.

Article 4 – Access Rights and Conditions of Use

In consideration for payment of the amounts due, Neostore grants the Customer, for the term of the Agreement, a personal, non-exclusive, non-assignable, non-transferable and non-sublicensable right to access and use the Service solely for its internal professional purposes, within the functional scope, usage limits, volumes, environments and options specified in the Quote.

Unless otherwise expressly agreed in writing by Neostore, the Customer shall not:

• reproduce, adapt, decompile, disassemble, reverse engineer or attempt to access the source code of the Service;
• circumvent any security or access control measures;
• make the Service available to third parties, resell, rent, lend or share it, or use it for the benefit of a competitor of Neostore;
• use the Service in any manner that is unlawful, fraudulent, contrary to public policy or infringes the rights of third parties.

The Customer is responsible for its Authorized Users, for any use of the Service made using its credentials, and for compliance with the Agreement by its employees, contractors, affiliates or any third party under its control. Credentials are personal and confidential and must not be shared.

Access to the Service by the Customer's subsidiaries or affiliated companies is permitted only where expressly provided for in the Quote. In all cases, the Customer shall remain jointly and severally liable for compliance with the Agreement and for payment of all amounts due in connection with the use made by such entities.

Article 5 – Term and Termination

5.1 Term

The Agreement shall enter into force on the date the Quote is signed for an initial term of thirty-six (36) months.

It shall automatically renew for successive periods of twelve (12) months unless terminated by registered letter with acknowledgment of receipt at least two (2) months before the applicable expiry date.

5.2 Early Termination

In the event of early termination without fault on the part of Neostore, the Customer undertakes to pay fifty percent (50%) of the amounts remaining due until the end of the then-current committed term.

5.3 Termination for Breach

In the event of a material breach that is not remedied within thirty (30) days following formal notice, the non-defaulting Party may terminate the Agreement as of right.

Neostore may terminate the Agreement as of right in the event of a breach by the Customer of any of its essential obligations, including non-payment, unauthorized or unlawful use of the Service, a security breach, infringement of Neostore's intellectual property rights, provision of unlawful data or content, or a serious breach of applicable regulations.

In all cases, all amounts due in respect of the then-current committed term shall remain payable to Neostore.

Termination or expiry of the Agreement, for any reason whatsoever, shall not affect provisions which by their nature are intended to survive, including provisions relating to intellectual property, confidentiality, personal data, liability, limitations of liability, outstanding payments, evidence and governing law.

Article 6 – Financial Terms

The prices applicable to the Services are those specified in the Quote accepted by the Customer.

The Service shall be invoiced as follows:

• Unless otherwise stated in the Quote, the professional Services specified in the Quote shall be invoiced fifty percent (50%) upon order and fifty percent (50%) upon actual delivery, or no later than the delivery date specified in the Quote where the delay in delivery is attributable to the Customer.
• Unless otherwise stated in the Quote, the subscription to the The Wallet Crew SaaS Service shall be invoiced annually and in advance. Where applicable, the The Wallet Crew subscription shall commence on the actual delivery date of the Service or, where delivery is delayed for reasons attributable to the Customer, no later than the delivery date specified in the Quote.

Invoices are issued and payable within thirty (30) days from the date of issue.

Prices may be revised once per year based on changes in the Syntec index, subject to a minimum notice period of thirty (30) days.

Where usage exceeds the agreed volumes, including the number of Authorized Users, quotas, Consumption, environments, options or Connectors, Neostore may invoice the excess usage at the rate applicable on the date the excess occurs, without prejudice to its right to require a contractual regularization at the end of each contractual period.

Any late payment shall automatically, and without prior formal notice, give rise to the late payment penalties provided for under applicable regulations, together with the statutory fixed indemnity of forty euros (EUR 40) for collection costs, without prejudice to any additional compensation supported by documentary evidence.

In the event of full or partial non-payment of an invoice when due, Neostore may, eight (8) days after sending a payment reminder that remains unanswered, suspend all or part of the Service, support, access rights, ongoing Services and/or delivery of new functionalities, without such suspension constituting a breach by Neostore. Restoration of the Service may be made conditional upon full payment of all outstanding amounts and related costs.

If the payment default continues for more than thirty (30) days following formal notice sent by any written means that allows evidence of delivery to be retained, Neostore may terminate the Agreement for breach by the Customer, without prejudice to its right to claim all amounts due and to become due in respect of the then-current committed term, together with any additional damages.

Annual invoicing in advance is without prejudice to any rights the Customer may have regarding reversibility or switching providers where such rights result from mandatory applicable legislation, including Regulation (EU) 2023/2854, known as the “Data Act”.

Article 7 – Intellectual Property

The Customer grants Neostore, for the duration of the Agreement and solely for the purposes of its performance, a non-exclusive, royalty-free, worldwide licence, sublicensable to its technical subcontractors, covering the elements, content, visual assets, trademarks, data, settings and files required for hosting, processing, technical reproduction, display and operation of the Service.

The Customer remains the owner of the Customer Data and of the graphic elements used to customize its passes. Neostore acquires no rights therein other than the rights strictly necessary for performance of the Agreement and any processing permitted by applicable law.

The Customer is not granted any transfer of ownership or any right other than the access and usage rights expressly granted under the Agreement. All rights, title and interest relating to the Service, its structure, developments, interfaces, standard Connectors, fixes, updates, know-how, methods, libraries, tools, analysis results and Documentation remain the exclusive property of Neostore or its licensors.

Any reproduction, distribution or exploitation of the software, in whole or in part, without Neostore's prior written authorization is strictly prohibited.

Neostore may use suggestions, feedback, improvement ideas or comments provided by the Customer, provided that it does not disclose the Customer's Confidential Information.

Article 8 – Customer Obligations

The Customer undertakes to:

• cooperate with Neostore in good faith;
• appoint an authorized contact person responsible for managing the project and making the necessary decisions within the timeframes agreed between the Parties, particularly in connection with the deployment project;
• provide in a timely manner all information, access rights, accounts, certificates, content, test data, environments and approvals required;
• maintain its systems, browsers, devices, networks, third-party accounts and configurations in compliance with the Technical Prerequisites;
• take all appropriate measures to safeguard the security of its credentials, systems, devices and networks.

The Customer shall remain solely responsible for:

• selecting the Service, ensuring that it meets its needs, selecting the appropriate configuration and operating the Service;
• Customer Data, including its quality, accuracy, lawfulness, currency and integrity, and for holding all necessary rights and authorizations;
• content, visual assets, trademarks, communication materials, business rules, conditions governing use of passes and messages sent to Consumers;
• compliance with the laws and regulations applicable to its activities.

The Customer shall promptly inform Neostore of any incident, vulnerability, anomaly, significant complaint or security breach of which it becomes aware in connection with the Service or any Third-Party Services connected to the Service.

Article 9 – Confidentiality

Confidential Information includes all non-public information of the other Party, whether oral, written, electronic, visual or in any other form, including technical, commercial, financial, security-related, pricing and contractual information, data, access credentials, methods, projects, detailed Documentation, support communications and the terms of the Agreement.

Each Party undertakes to:

• use Confidential Information solely for the purposes of performing the Agreement;
• protect such information using a degree of care at least equivalent to that applied to its own confidential information of a similar nature;
• grant access only to those members of its personnel, contractors, advisers or auditors who need to know such information for the purposes of the Agreement and who are subject to appropriate confidentiality obligations.

The confidentiality obligations shall not apply to information that:

• was already lawfully known by the receiving Party;
• has entered the public domain other than as a result of a breach by the receiving Party;
• has been lawfully received from a third party that is not subject to a confidentiality obligation;
• must be disclosed pursuant to applicable law, regulation or a decision by a competent authority, provided that, to the extent permitted, the other Party is informed in advance.

The confidentiality obligation shall survive for five (5) years following termination or expiry of the Agreement.

At the request of the other Party, and subject to applicable legal retention requirements, each Party shall return or destroy the Confidential Information in its possession.

Article 10 – Personal Data and Security

Neostore acts as a data processor and the Customer as the data controller in accordance with Regulation (EU) 2016/679 (GDPR).

The terms governing the processing of personal data are set out in the Data Processing Agreement (DPA) attached hereto.

For processing activities carried out by Neostore as an independent data controller, including, without limitation, management of the business relationship, invoicing, security, technical logging, protection and enforcement of its rights and improvement of the Service based on aggregated or non-directly identifiable data, Neostore acts in accordance with its own privacy policy and applicable regulations.

Neostore implements reasonable technical and organizational measures in line with the state of the art to ensure the logical and physical security of the environment under its control.

A dedicated security document is available at docs.thewalletcrew.io.

Article 11 – Data Upon Termination or Expiry

For thirty (30) days following the expiry or termination of the Agreement, regardless of the reason, the Customer retains full access to the Service.

At the end of that period, the Customer has a further sixty (60) days during which its access is restricted to reading and exporting its data, that is ninety (90) days in total from the end of the Agreement.

During those periods, the Customer may, in a commonly used and machine-readable format:

• retrieve by its own means any data accessible through the standard functionalities of the Service, in particular from the back office and the APIs, in the documented CSV and JSON formats; and/or
• request that Neostore extract only the data hosted by Neostore as part of the Service.

Standard export is included in the Service. Any specific extraction not covered by the standard functionalities is subject to a separate Quote.

The exportable scope covers configuration, templates, the pass repository and technical logs within their retention period. Neostore shall have no obligation to return data that remains stored exclusively within the Customer's systems or within Third-Party Services, nor data whose retention period has expired, most pass data being temporarily stored for less than ten (10) minutes in accordance with Article 2 of the DPA.

Following expiry of the ninety (90) day period, Neostore may delete the hosted data, subject to applicable legal requirements relating to retention, logging, residual backups and evidence.

Article 12 – Liability

Neostore is subject to an obligation of reasonable efforts in connection with the Agreement.

Neostore's aggregate liability, for all causes combined, shall be limited solely to direct, personal, certain, foreseeable and proven damages suffered by the Customer, up to the total amount excluding taxes actually received by Neostore in respect of the relevant Service during the twelve (12) months preceding the event giving rise to liability.

Under no circumstances shall Neostore be liable for indirect or intangible damages, including loss of revenue, loss of margin, loss of customers, reputational damage, commercial loss, loss of opportunity, loss of expected savings, business interruption, replacement costs, or loss, alteration or corruption of data resulting from an event not exclusively attributable to Neostore.

Neostore shall likewise not be liable for consequences resulting from:

• misuse of the Service;
• configuration or instructions provided by the Customer;
• failure of telecommunications networks, the public Internet or the Customer's devices or systems;
• a Third-Party Service;
• temporary unavailability falling within the exclusions provided for in the Agreement;
• a breach by the Customer of its obligations.

Any action brought by the Customer against Neostore based on the Agreement, including any action arising from a contractual warranty or Neostore's contractual liability, must be commenced within one (1) year from the date on which the Customer became aware, or should reasonably have become aware, of the facts enabling it to bring such action. Failing this, such action shall be time-barred, subject to any mandatory provisions of applicable law.

The Parties acknowledge that the agreed price reflects the contractual allocation of risk and the economic balance of the Agreement. The limitations and exclusions of liability shall continue to apply in the event of partial invalidity, expiry, rescission or termination of the Agreement, subject to mandatory provisions of applicable law.

Article 13 – Force Majeure

Neither Party shall be held liable for any delay or failure to perform resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code.

The Party invoking a force majeure event shall inform the other Party as soon as reasonably possible and shall, upon request, provide evidence of the occurrence of the relevant event.

Performance of the affected obligations shall be suspended for the duration of the force majeure event.

If the force majeure event continues for more than ninety (90) consecutive days, either Party may terminate the Agreement as of right, without compensation being due by either Party, subject to payment for Services already performed and amounts already due.

Article 14 – Governing Law and Jurisdiction

This Agreement shall be governed by French law.

Any dispute relating to its performance or interpretation shall fall within the exclusive jurisdiction of the courts of Lyon, France.

Article 15 – Contractual Documents

The Agreement consists of the following documents, listed in decreasing order of precedence:

• the Quote or purchase order signed by the Parties;
• any specific appendices signed by the Parties;
• the Data Processing Agreement (DPA);
• the Service Levels, Support and Operational Conditions appendix;
• the Technical Prerequisites and Pass Validation appendix;
• these GTC;
• any other Documentation made available by Neostore.

In the event of any inconsistency between contractual documents, the document having the higher order of precedence shall prevail with respect to the relevant matter.

The Customer acknowledges that, prior to signature, it has reviewed the functionalities, limitations, Technical Prerequisites and operating conditions of the Service and has satisfied itself that the Service is suitable for its needs.

Unless expressly accepted in writing by Neostore, any specifications, statement of requirements, general terms and conditions of purchase or other document issued by the Customer shall not be binding upon Neostore.

The Agreement may be entered into by handwritten or electronic signature. The Parties acknowledge that an electronic signature shall have the same evidential value as a handwritten signature.

Each version of the GTC and of their annexes is identified by a version number and an effective date, and remains available at a permanent address. The version applicable to the Agreement is the one identified in the Quote signed by the Parties.

Neostore may update the Agreement, including these GTC and its Appendices, the Technical Prerequisites, security assurance plan, support procedures and service levels, in order to reflect technical, regulatory or security developments, or requirements imposed by third-party providers.

Any material and adverse change to the GTC, the DPA annex, the Service Levels annex or the Technical Prerequisites annex shall be notified to the Customer at least thirty (30) days before it takes effect. Neostore undertakes not to degrade the security level of the Service through any such change.

If the Customer does not accept a material and adverse change, it shall inform Neostore within thirty (30) days of the notification. Failing withdrawal of the change by Neostore, the Customer may terminate the Agreement without penalty within thirty (30) days, and Article 5.2 shall not apply.

Changes with no adverse effect on the Customer, in particular corrections, clarifications, functional improvements and regulatory compliance updates, take effect without notice.

Article 16 – Assignment

Either Party may assign or transfer all or part of the Agreement, subject to prior notification to the other Party.

For this purpose, the Party intending to carry out such assignment or transfer shall notify the other Party of the proposed transaction.

Failure by the receiving Party to respond within fifteen (15) days of receipt of such notification shall constitute acceptance of the proposed transaction.

Consent may only be refused where the proposed assignment or transfer is made to a competitor of the receiving Party or where the transaction is likely to cause proven and material harm to that Party.

From the date on which completion of the assignment or transfer is notified to the other Party, the assigning Party shall be released from its obligations under the Agreement and shall no longer be jointly and severally liable for its proper performance.

Article 17 – General Provisions

Neostore may freely use subcontractors of its choice for the performance of all or part of the Agreement, under its responsibility and subject to the specific provisions applicable to personal data set out in the relevant appendix.

Failure by either Party to exercise or enforce any right arising from a breach by the other Party of any of its obligations shall not be construed as a waiver of the relevant obligation for the future.

If any provision of the Agreement is declared invalid, unenforceable or without effect, the remaining provisions shall remain in full force and effect. The Parties shall then cooperate in good faith to agree on a provision having an economically equivalent effect.

In the event of a dispute, the Parties shall endeavor to reach an amicable resolution for a period of thirty (30) days from written notification of the dispute before initiating legal proceedings, except in cases of urgency or where conservatory measures are required.