These General Terms and Conditions of Sale and Services (GTS) apply to all orders placed with NextCube.IO – XDI Europe.

Article 1. DEFINITIONS

“Administrator(s)” refers to persons having administration rights on Dassault Systèmes tools consumed for use through NextCube.IO – XDI Europe.

“Assistance” refers to the assistance service provided to the Customer under this Agreement, as described in Article 4.

“Contract” means this document and any subsequent amendments, to the exclusion of any other document, in particular the Customer’s general terms and conditions of purchase.

“Software Services” means the tool(s), software package(s) or solution(s) in SaaS mode published by third-party publishers and marketed by NextCube.IO.

“Service(s)” refers to the service(s) provided by NextCube.IO – XDI Europe to the Customer, as described in the sales proposal or quotation issued by NextCube.IO – XDI Europe. More specifically, the Services may relate to the provision of software Services published by Dassault Systèmes, or associated additional services such as installation or start-up assistance, where applicable.

“User(s)” refers to natural persons, employees or agents of the Customer.

Article 2. SCOPE AND PURPOSE

All orders accepted by NextCube.IO – XDI Europe, a société par actions simplifiée (simplified joint stock company), registered in the Versailles Trade and Companies Register, with its registered office at 41 avenue des trois Peuples 78180 Montigny le Bretonneux, hereinafter referred to as “NextCube.IO”, are final and imply the latter’s unreserved acceptance of the present General Terms and Conditions, regardless of any clauses appearing on documents issued by the Customer, it being specified that the Customer’s General Terms and Conditions of Purchase are not applicable.

The purpose of this Agreement is to define the conditions under which NextCube.IO – XDI Europe provides the Customer, through its supplier, Dassault Systèmes, with subscriptions to Dassault Systèmes services and, where applicable, its own services (installation, configuration, training….).

Article 3. DURATION

This Contract comes into force on the date of acceptance by the Customer of the quotation issued by NextCube.IO – XDI Europe, for a period specified in the quotation. Each Service ordered may be subject to its own duration, which is specified in the quotation.

At the end of this period, they will be renewed by tacit agreement for successive periods of the same duration, unless terminated by either party by email (orders@xdinnovation.eu with confirmation of receipt), or registered letter with acknowledgement of receipt, at any time, subject to a notice period of 15 Days before the end date of the subscription. In the event of termination by the Customer, the Customer assumes full responsibility for the consequences of the termination of the Contract, particularly in terms of continuity of its internal management.

The contract is applied under the same conditions as those imposed by Dassault Systèmes in the contract for the product(s) ordered https://www.3ds.com/terms/lpt/ .

NextCube.IO – XDI Europe may, for the duration of the Contract and subject to one month’s notice, inform the Customer in writing of the deletion of a Software Product from the catalog of Services and, consequently, of the end of the provision of services for the Software Product concerned. Such events do not entail the termination of other Services currently provided to the Customer.

Article 4. SERVICES

4.1. Services provided by NextCube.IO – XDI Europe

The Customer declares that, prior to entering into the Contract, he has been able to ascertain that the Services offered by NextCube.IO – XDI Europe meet his expectations. Any services not expressly provided for in this Agreement are excluded from the scope of this Agreement and shall be the subject of a separate agreement. These services are provided exclusively remotely, with a common control of the administrators’ workstations if the customer’s infrastructure allows it. NextCube.IO – XDI Europe provides administrators with telephone and video support for Dassault Systèmes solutions. In this respect, NextCube.IO – XDI Europe endeavours to remotely resolve problems and questions relating exclusively to the Software Services ordered under this contract, which are submitted to it by the Administrators.

The Help Desk is available Monday to Friday from 9:00 am to 6:00 pm, except on public holidays, by sending an e-mail to support@xdinnovation.eu and/or calling support on +331 89 71 33 15.

Incidents and questions are handled by NextCube support. If they cannot be resolved by the Help Desk, an escalation procedure is set up with the publisher.

Publishers have their own support procedures. NextCube.IO – XDI Europe is not responsible for any difficulties in the operation of the software itself.

The Customer is responsible for selecting the Software Services. The Customer declares that it has freely ascertained, in particular through demonstrations and tests prior to the conclusion of the Contract, that the Software Services meet its requirements and that it has the IT environment required for their use. No claim or request for reimbursement may be made by the Customer on the grounds that one or more Software Services are unsatisfactory, nor in the event of termination or cessation, for any reason whatsoever, of the subscription taken out by the Customer with the software publisher(s). The Services are provided by NextCube.IO – XDI Europe exclusively for the Software Services subscribed to under this Agreement.

4.2. Customer obligations

The Customer undertakes to collaborate actively, whenever necessary, in carrying out the Services entrusted to NextCube.IO – XDI Europe, in particular by defining its needs precisely. It undertakes to provide NextCube.IO – XDI Europe with all the information required to carry out the Services and to inform NextCube.IO – XDI Europe of any difficulties of which it may be aware or which its knowledge of its field of activity would enable it to foresee, as and when the Services are carried out. To this end, the Customer undertakes to appoint one or more contact persons from among its staff, who must have the skills required for effective collaboration throughout the duration of the contract. In particular, the Customer undertakes to define its requirements precisely, exhaustively and in writing.

Article 5. INTELLECTUAL PROPERTY

The Contract does not transfer or grant any intellectual property rights between the Customer and NextCube.IO – XDI Europe. The Software Services are and remain the property of their respective publishers. The Customer is responsible for the respect of the intellectual property rights of the aforementioned publishers by the Users and releases NextCube.IO – XDI Europe from any liability in this respect.

5.1. Installation

Unless expressly provided otherwise, the price of Software supplied by NextCube.IO – XDI Europe does not include the price of services required for installation, parameterization or configuration, nor the price of user training.

5.2. Right of use

Software published by third parties and distributed by NextCube.IO – XDI Europe is provided under non-exclusive, non-assignable and non-transferable user licenses. They remain the property of their respective publishers. The terms and conditions of the user licenses are defined by the aforementioned publishers and apply to the Customer.

The Customer undertakes to comply with them and not to infringe the intellectual property rights of the publishers. In particular, it undertakes not to reproduce the Software or associated documentation unless otherwise stipulated or under specific license agreements, and not to exceed the limitations, in particular in terms of the number of users or workstations authorized, defined by the publisher’s license and/or in the order, and to use it only on the Customer’s site authorized under the terms of the license. It also ensures that its users comply with the license conditions defined by the Software publisher.

The Customer undertakes to use the Software only on the site of the geographical territory granted to it under the terms of the aforementioned license, in accordance with its documentation and solely for the needs of its business. It is forbidden to make them available to third parties, in any form whatsoever, and to have them used in the form of an application hosted by a third party. It is forbidden to decompile or attempt to decompile the Software, or to remove the mentions relating to the trademarks or property of the publisher of the Software.

5.3. Warranties

The Software supplied by NextCube.IO – XDI Europe to the Customer is freely chosen by the Customer. He/she declares that he/she is familiar with their functionalities and technical conditions of use. The Customer acknowledges that the Software supplied by NextCube.IO – XDI Europe is “packaged software”, i.e. standard software designed to meet the needs of the greatest number of customers, and that it is therefore the Customer’s responsibility :

(i) ensure, prior to the order and under its own responsibility, that the software meets its own requirements, by reading the software documentation and requesting any additional information from NextCube.IO – XDI Europe, and

(ii) adapt its organization and processes to the Software.

Consequently, no returns or returns will be accepted. NextCube.IO – XDI Europe in no way guarantees the suitability of the Software supplied to the Customer’s needs, nor its compatibility with other elements, hardware or software, of the Customer’s computer system, whether or not these elements have been supplied by NextCube.IO – XDI Europe. Software published by third parties is supplied without any warranty other than those granted by their publisher in accordance with the terms of the license subscribed to by the Customer.

Article 6. FINANCIAL CONDITIONS

The prices invoiced to the customer and the terms of payment are the subject of a detailed estimate included in a quotation or commercial offer.

Prices do not include VAT and are subject to VAT at the time of invoicing.

The Customer agrees to pay (monthly, quarterly or annually depending on plans), by direct debit (SEPA mandate or credit card debit), the sum of Dassault Systèmes subscriptions used through NextCube.IO – XDI Europe. In the event of non-payment, even partial, of any invoice when due, NextCube.IO – XDI Europe reserves the right to suspend or have suspended all services until receipt of full payment of sums due, without reimbursement or compensation, and without this suspension being considered as a termination of the Contract, but without prejudice to NextCube.IO – XDI Europe’s right to terminate the Contract. In case of failure of the collection, a fixed indemnity of the amount provided for by article D. 441-5 of the Commercial Code will be charged for the costs of representation of the claim. Any sums not paid on the due date shall bear interest, without prior formality, at a rate equal to three times the legal interest rate. This rate will be increased by five points upon receipt of a formal notice.

Unless otherwise indicated on the initial quotation, any discounts are valid only for the subscription period of the initial contract. In the specific case of startups, renewals are renewed at the lowest level in 3DEXPERIENCE SOLIDWORKS STANDARD in year 2 and 3 of the program.

In addition, without prejudice to other existing remedies, late payment of an invoice that remains outstanding after a prior formal notice has remained without effect will render all sums to be invoiced under the Contract immediately payable.

In the event of resolution or total or partial termination of the contractual relationship to the detriment of the Customer, the sums collected by NextCube.IO will be forfeited to the Customer, without prejudice to any damages that may be awarded to NextCube.IO in compensation for the loss suffered.

NextCube.IO – XDI Europe reserves the right to modify the prices and characteristics of the hardware, software and services it supplies at any time. Consequently, the Customer may not, under any circumstances, take advantage of more advantageous rates granted by NextCube.IO – XDI Europe, to himself or to a third party, on the occasion of a previous order.

The Customer’s undertaking to pay the sums due under the Contract is firm and irrevocable. The Customer must notify NextCube.IO – XDI Europe of any dispute concerning an invoice in writing before the due date of said invoice and, in derogation of article 1223 of the French Civil Code, may not decide on his own to reduce any of the amounts appearing on the invoice.

For Software Services, NextCube.IO – XDI Europe may proceed with price increases linked to the publisher’s price increases, on the basis of the sales prices recommended by the said publishers or, where applicable, in application of the license agreements in force.

For other recurring Services, and unless otherwise agreed, NextCube.IO – XDI Europe may proceed with the upward revision of the prices referred to in the commercial proposal, on the anniversary date of the Contract, in accordance with the following indexation formula:

P = P* (S/S*)

– P = the new Price after revision

– P *= Price before revision

– S = the latest Syntec index published at the revision date

– S* = the latest Syntec index published on the day of the previous revision (for the first revision, S* = the latest index published during the month in which the Contract was signed).

Except with the express prior written agreement of NextCube.IO – XDI Europe, and on condition that the reciprocal receivables and debts are certain, liquid and due, no compensation may be validly effected by the Customer between any penalties for delay.

Article 7. ACCESS AND TELECOMMUNICATIONS

The Customer is personally responsible for acquiring the equipment and subscribing to the telecommunications subscriptions (phone, Internet access) required to use the services.

Article 8. RESPONSIBILITY

NextCube.IO – XDI Europe is subject to a general obligation of means. It is expressly agreed that NextCube.IO – XDI Europe is not liable for any indirect damage, or damage such as commercial damage, loss of customers, loss of profits, increased costs, damage to image, moral damage, loss of data, files or software, which may result for the Customer from the performance or non-performance of the Contract. Any action brought against the Customer by a third party is considered an indirect loss and therefore does not give rise to a right to compensation. In all cases, should NextCube.IO – XDI Europe nevertheless be held liable, the amount of damages for which it may be held liable shall not exceed, for all damages combined, the sums actually received by NextCube.IO – XDI Europe for the performance of the present Contract during the month in which the event giving rise to liability occurred. It is expressly agreed that this section shall survive the termination or rescission of the Contract for any reason.

Article 9. TERMINATION

The Contract may be terminated by operation of law in the event of non-compliance by the Customer with any of its obligations, in particular in the event of non-payment of all or part of the sums due to NextCube.IO – XDI Europe. Such termination shall take effect upon notification by NextCube.IO – XDI Europe by registered letter with acknowledgement of receipt, without prior formal notice. The sums paid in advance by the Customer will be retained by NextCube.IO – XDI Europe as penalties, without prejudice to NextCube.IO – XDI Europe’s right to seek judicial compensation for the entire damage caused by the Customer’s failure to comply.

Article 10. TRANSFER OF CONTRACT

The Customer shall not assign this Agreement to a third party. NextCube.IO – XDI Europe may freely, without any other formality than informing the Customer by registered letter with acknowledgement of receipt, assign the Contract to any third party of its choice, subject to the commitment of this third party to ensure the performance of the obligations incumbent on NextCube.IO – XDI Europe.

Article 11. CONFIDENTIALITY – PERSONAL DATA

11.1. Privacy

All documents and information of any nature whatsoever to which the parties have access in the course of executing the order shall be considered by them to be strictly confidential. NextCube.IO – XDI Europe shall refrain from communicating to any third party, directly or indirectly, all or part of the information communicated to it by the Customer or of which it may have become aware during the performance of its services. This prohibition will not, however, apply to companies in the Prodways group (to which NextCube.IO – XDI Europe belongs) or to any subcontractors of NextCube.IO – XDI Europe who may require the information necessary to perform their services, and who will be bound by equivalent confidentiality undertakings.

Furthermore, NextCube.IO – XDI Europe has no access to personal or confidential data stored or processed by the Customer as part of the Services covered by the Contract. In this respect, it is the Customer’s responsibility to take all necessary precautions to mask such data and avoid any display or disclosure, when Support or maintenance operations, involving screen sharing or remote control, are carried out by NextCube.IO – XDI Europe or its subcontractors.

11.2. Personal data

As part of the performance of the contractual relationship, NextCube.IO – XDI Europe is required to collect and process, on its own behalf, personal data (as this term is defined in Article 4.1 of the European Data Protection Regulation n°2016/679, also referred to as “RGPD”) concerning the Customer, the Customer’s employees and/or managers in order to enable it to manage the contractual relationship (hereinafter the “Personal Data”).

In this context, NextCube.IO – XDI Europe is required to set up and manage, in its capacity as manager, one or more Personal Data processing operations, in compliance with the applicable regulations, the purposes of which are the management of customer relations (including contract management, orders, delivery, invoices, accounting, follow-up of the contractual relationship), and more generally the management of operations enabling it to communicate with the Customer. The processing carried out in this context is based on the legitimate interests of NextCube.IO – XDI Europe, insofar as such processing is necessary for the proper performance of the contractual relationship and for compliance with its legal obligations. Personal Data and the entire file associated with the Customer will be kept for the duration of the contractual relationship and for the duration of the applicable statute of limitations.

In accordance with applicable regulations, the customer and/or the customer’s employees and managers have the right to access, rectify or delete Personal Data concerning them, and the right to limit the use of their Personal Data.

of the processing, as well as a right to object to the processing of the Data concerning him/her and to determine instructions as to their use in the event of his/her death. To exercise these rights, the Customer may send a request by post to NextCube.IO – XDI Europe, 41 Avenue des Trois Peuples – 78180 Montigy le Bretonneux.

The Customer undertakes to comply with the provisions of the regulations governing the processing of personal data, and in particular the provisions of the law of that law which are applicable to him, and in particular to carry out the formalities incumbent upon him prior to the implementation of the processing of nominative data for which he is responsible. NextCube.IO – XDI Europe cannot be held responsible for any breach by the Customer of its obligations.

The Parties acknowledge that when NEXTCUBE.IO – XDI EUROPE processes Personal Data on behalf of the CLIENT as part of the support service under the Contract, it acts as a Subcontractor and the CLIENT acts as the Data Controller.

The Personal Data processed for this purpose are identification data (surname, first name, professional e-mail address, job title, professional telephone number).

The categories of persons concerned by the Processing are the Customer’s collaborators (employees or service providers).

The processing operations entrusted to NEXTCUBE.IO – XDI EUROPE by the CUSTOMER are carried out for the duration of the Contract.

NEXTCUBE.IO – XDI EUROPE undertakes to act in accordance with the documented instructions of the CLIENT (including for the transfer of Personal Data outside the E.U.).

The CLIENT’s instructions for the Processing of Personal Data must be lawful and in compliance with the Regulations; the CLIENT is solely responsible for the accuracy, quality and legality of the Personal Data and for the means by which it has acquired the Personal Data.

If NEXTCUBE.IO – XDI EUROPE considers that any of the CLIENT’s instructions constitute a breach of the RGPD or any other provision of E.U. law or the law of the Member States relating to data protection, it will inform the CLIENT as soon as possible, without such notice constituting legal advice or consultation. NEXTCUBE.IO – XDI EUROPE is entitled to suspend the execution of this instruction until the CLIENT confirms or modifies it.

1.3. NEXTCUBE.IO – XDI EUROPE is committed to :

a. To ensure the confidentiality of personal data processed on behalf of the CLIENT;

b. Not to use the Personal Data collected as the Customer’s Subcontractor for any purposes other than those set out in this Appendix except where expressly permitted by Article 28 (3)(a)of the GDPR;

c. Implement appropriate and reasonable technical measures to ensure the protection of Personal Data processed on behalf of the CLIENT. In particular, NEXTCUBE.IO – XDI EUROPE undertakes to implement the following security measures:

– Means to guarantee the confidentiality, integrity, availability and resilience of processing systems and services;

– Means for restoring availability and access to personal data within an appropriate timeframe in the event of a physical or technical incident;

– A procedure for regularly testing, analyzing and evaluating the effectiveness of technical and organizational measures to ensure the security of processing;

– NEXTCUBE.IO – XDI EUROPE is therefore expressly authorized to implement alternative measures to those described as long as these measures maintain the general level of security as described above.

d. Ensure that access to Personal Data is limited to personnel and their subsequent subcontractors who require access for the provision of services under the Contract;

e. Notify the CLIENT, by e-mail or post, as soon as possible after becoming aware of any breach of personal data, provide all information relating thereto, and take all reasonable measures to remedy the breach, of which it shall keep the CLIENT informed. The notification must be accompanied by all useful documentation to enable the CLIENT to notify the competent control authority of the violation;

f. To assist the CLIENT, to the extent possible and reasonable, in the management of requests or appeals made by the Persons Concerned in the exercise of their rights. In the event that ConcernedPersons exercise their rights directly with NEXTCUBE.IO – XDI EUROPE, the latter must send these requests without undue delay to the CLIENT by e-mail.

g. Cooperate with the relevant data protection authorities.

Where NEXTCUBE.IO – XDI EUROPE engages another subcontractor to carry out specific processing activities on behalf of the Customer, the same data protection obligations as those set out herein are imposed on such other subcontractor, for which NEXTCUBE.IO – XDI EUROPE remains responsible. The CLIENT authorizes NEXTCUBE.IO – XDI EUROPE to use one or more subcontractors for the Processing of Personal Data. NEXTCUBE.IO – XDI EUROPE undertakes to inform the CLIENT in writing of any planned changes concerning the addition or replacement of subsequent subcontractors. The CUSTOMER may object, on justified and legitimate grounds, to the use of a subsequent new subcontractor by notifying NEXTCUBE.IO – XDI EUROPE by e-mail no later than ten (10) days from receipt of NEXTCUBE.IO – XDI EUROPE’s notification, under the conditions of Article 28 paragraph 3 of the RGPD. Any transfers of Personal Data by NEXTCUBE.IO – XDI EUROPE outside the European Union, to a country that does not have an adequate level of protection as defined by the European Commission, will be governed by a substitution mechanism validated and recognized by the European authorities as guaranteeing an adequate legal framework to secure the Processing of Personal Data outside the European Union. The CUSTOMER may verify, at most once a year, NEXTCUBE.IO – XDI EUROPE’s compliance with all of its obligations under this agreement or may appoint an auditor of its choice for this purpose, provided that the auditor is not a competitor of NEXTCUBE.IO – XDI EUROPE. This audit must be carried out (i) during NEXTCUBE.IO – XDI EUROPE’s normal business hours, (ii) without interfering with the business operations of NEXTCUBE.IO – XDI EUROPE, and (iii) subject to appropriate notice and consultation with NEXTCUBE.IO – XDI EUROPE. The Customer shall bear its own expenses in connection with such audit and shall compensate NEXTCUBE.IO – XDI EUROPE for the cost of its internal resources required to conduct the on-site audit (on a time and materials basis in accordance with the then current price list) if the audit does not reveal a material breach by NEXTCUBE.IO – XDI EUROPE of its obligations under this Appendix (in such event, NEXTCUBE.IO – XDI EUROPE shall promptly remedy the breach at its own expense). NEXTCUBE.IO – XDI EUROPE will respect the CLIENT’s instructions concerning the conservation of Personal Data and, at the CLIENT’s choice and request, undertakes to destroy or return to the CLIENT, at the CLIENT’s expense, within the period agreed with the CLIENT, all Personal Data, including any copies that may have been made on any medium whatsoever, except in the case of conservation required by law or regulation. 1.8. NEXTCUBE.IO – XDI EUROPE also specifies that it has appointed a Data Protection Officer (DPO) whose contact details are given below: VICTOR ROUX, vroux@xdinnovation.eu

Article 12. NON-SOLICITATION OF PERSONNEL

Except with the prior written agreement of NextCube.IO – XDI Europe, the Customer agrees not to employ or have employed, directly or indirectly through a third party, any employee of NextCube.IO – XDI Europe. This waiver is valid for the entire duration of the contractual relationship between NextCube.IO – XDI Europe and the Customer, and for a period of three years from its termination. Should the Customer fail to comply with this prohibition, it shall pay NextCube.IO – XDI Europe compensation equal to one year’s salary for the employee in question, including the relevant social security charges.

Article 13. FORCE MAJEURE

In the event of force majeure, the obligations of the parties will be suspended. In addition to the events usually considered as such by jurisprudence, any event beyond the control of the parties making it impossible to perform the Services, in particular a public transport strike or industrial action internal or external to the parties, constitutes a case of force majeure.

Article 14. COMPLIANCE

The Parties declare that they have not been subject to any international sanction, nor have they been convicted of or pleaded guilty to any offence or crime of fraud or corruption by any local authority or public international organization.

Article 15. APPLICABLE LAW AND JURISDICTION

The Contract is governed by French law.

THE PARTIES AGREE TO SUBMIT TO THE JURISDICTION OF THE COMMERCIAL COURT OF PARIS, WHICH SHALL HAVE SOLE JURISDICTION, EVEN IN THE EVENT OF A PLURALITY OF DEFENDANTS, A WARRANTY CLAIM OR A CLAIM FOR DAMAGES, FOR ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION OR EXECUTION OF THIS CONTRACT. IN ADDITION, ANY ACTION AGAINST NEXTCUBE.IO – XDI EUROPE UNDER THIS CONTRACT SHALL BE BARRED AFTER ONE YEAR FROM THE EVENT GIVING RISE TO IT.