Preamble

The purpose of this Payment and Licensing Policy (hereinafter the "Policy") is to define the financial conditions and the arrangements relating to the grant and use of the licences for access to the Services provided by Nereva SA.

Statutory corporate purpose of Nereva SA. In accordance with article 3 of its articles of association registered in the Commercial Register of the Canton of Vaud, the purpose of Nereva SA is the design, development, publishing, marketing, integration and operation, in Switzerland and abroad, of software and digital solutions for the orchestration and synchronisation of logistics flows operated by vehicles, in particular flows of materials, waste, machinery, equipment and skips connected with construction, public works, recycling, construction-site transport and related sectors.

The company may in particular provide, in the form of software on demand (Software as a Service) or under licence, platforms for the planning, execution, documentation, traceability and archiving of logistics operations, together with associated configuration, integration, support, training and consulting services.

The company may acquire, hold, exploit, license and defend any intellectual property right, in particular patents, trademarks, designs, models, copyright and know-how, directly or indirectly connected with its principal purpose.

The company may carry out, in Switzerland and abroad, on its own behalf or on behalf of third parties, any administrative, technical, commercial, financial, movable and immovable property operations directly or indirectly connected with its principal purpose. It may set up branches and subsidiaries in Switzerland and abroad, acquire interests in undertakings pursuing a similar or complementary purpose, and grant loans or guarantees to its subsidiaries and group companies.

The company does not carry out any transport activity and does not act as a commercial intermediary between principals and transport undertakings. It does not capture the commercial contractual relationship between its users.

Contractual articulation. This Policy constitutes a contractual annex inseparable from the General Terms of Use of Nereva SA (the "GTU"). In the event of any conflict between this Policy and the GTU, the GTU shall prevail. In the event of any conflict between this Policy and an order form duly signed between the Parties, the order form shall prevail over this Policy in respect only of the points it expressly addresses.

Article 1 — Purpose and legal status of Nereva

The purpose of this Policy is to define the financial conditions and the arrangements relating to the grant and use of the licences for access to the Services provided by Nereva SA. The legal status of Nereva SA and the enforceable scope of its corporate purpose are set out in the preamble to this Policy.

Article 2 — Scope of the Services and nature of the obligations

The Services provided by Nereva consist exclusively of making available software features enabling Clients and their Users to enter, structure, share and document the information relating to their own logistics operations. Nereva does not carry out, supervise or control any physical operation of transport, loading, unloading, sorting, waste treatment or handling. Responsibility for the compliance, performance, quality, safety and lawfulness of the physical operations lies exclusively with the Clients and their partners. Nereva's obligations under the Services are best-efforts obligations.

Article 3 — Field of application

This Policy applies to all professional Clients that have subscribed to Nereva licences, whatever their sector of activity, their location or their subscription channel. The Services are intended exclusively for professional use. This Policy does not in any case apply to consumers within the meaning of Swiss law or of any applicable national consumer law.

Article 4 — Definitions

The terms used in this Policy have the following meaning.

Client: any legal person or professional entity that has subscribed to Nereva licences pursuant to an order form or any equivalent document.

User: any natural person having access to the Services under a licence allocated by the Client.

Licence: a personal, named, non-exclusive, non-assignable and non-transferable right, conferred on the Client for the subscribed term, to access the Services within the limits defined in the order form.

Services: all of the software features provided by Nereva SA via the Nereva platform, as defined in the GTU and specified in the applicable order form.

Client Data: all data, information and content entered, transmitted or generated by the Client, its Users or its partners in connection with the use of the Services, with the exception of the Personal Data governed by the DPA.

Personal Data: within the meaning of the GDPR and the nFADP, any information relating to an identified or identifiable natural person, processed by Nereva SA as processor on behalf of the Client.

Billing Period: the monthly or annual period corresponding to the term of the licences subscribed in the order form.

Order form: a document signed by the Client and accepted by Nereva SA specifying the scope of the Services, the subscribed licences, the prices and the term.

DPA: the Data Processing Agreement concluded between the Client and Nereva SA pursuant to Article 28 GDPR and Articles 9 et seq. nFADP.

Article 5 — Nature of the licences and intellectual property

The licences granted by Nereva confer on the Client a limited right of access to the Services for the subscribed term. The licences entail no transfer of intellectual property. Nereva SA retains all of the rights in its software, source code, interfaces, algorithms, databases, know-how, documentation and any protected element associated with the Services.

The terms of use of Nereva's protected elements, as well as the rules relating to the trademark and the patent applications, are specified in Nereva's Copyright and Intellectual Property document, which supplements this Policy and the GTU.

Article 6 — Status of Client Data

Client Data remains the exclusive property of the Client. Nereva SA claims no intellectual property right and no autonomous commercial right of use over the Client Data.

The Client warrants to Nereva SA that it holds all of the rights, authorisations and legal bases necessary to enter, transmit and have processed the Client Data via the Services. The Client warrants in particular the accuracy, currency and lawfulness of the Client Data. Nereva SA assumes no verification obligation and no liability as to the veracity, completeness or lawfulness of the Client Data.

For the sole needs of the performance of the Services and for the duration of the contractual relationship, the Client grants Nereva SA a non-exclusive, non-transferable, free and revocable licence to use the Client Data for the exclusive purpose of providing, operating, securing and developing the Services for the benefit of the Client.

Nereva SA is furthermore authorised, without limitation of time and including after termination, to exploit, in a strictly aggregated, anonymised and non-identifying form, the data produced via the platform, for the following purposes only: (i) statistical analyses and sector studies; (ii) improvement of the Services and development of new features; (iii) training and improvement of the analytics and operational-intelligence models; (iv) strictly non-identifying public communication. No identifying data may be resold, shared or licensed to a third party without the prior written agreement of the Client.

The anonymisation implemented by Nereva SA is irreversible, in accordance with the guidelines of the Swiss Federal Data Protection and Information Commissioner (FDPIC) and of the European Data Protection Board (EDPB).

Article 7 — Personal Data

The processing of the Personal Data collected or generated in connection with the Services is carried out under rules distinct from those for the operational Client Data.

The Client acts as data controller within the meaning of the GDPR and the nFADP. Nereva SA acts as processor. The precise terms of the processing, the purposes, the retention periods, the sub-processors, the security measures and the respective obligations of the Parties are governed by the DPA.

The Client remains solely responsible for informing the data subjects, for collecting consent where applicable, for determining the legal basis of the processing and for respecting the rights of the data subjects. Nereva SA assists the Client in this respect on the terms provided for in the DPA.

Article 8 — Allocation and management of user licences

Each Licence is allocated to an identified User. The Client is solely responsible for the allocation, management and deactivation of the Licences within its organisation and for the confidentiality of the associated credentials.

Any use of the Services without a valid Licence or exceeding the number of subscribed Licences constitutes a serious contractual breach liable to result in the suspension of the Services and the retroactive invoicing of the missing Licences, without prejudice to any other action available to Nereva SA.

Article 9 — Functional scope of the licences and developments

The accessible features depend on the type of Licence subscribed and on the configuration defined in the order form.

Nereva SA reserves the right to develop the features associated with the Services, provided that it does not deprive the Client of the essential features subscribed under its order form. Any substantial development of the features will be communicated to the Client with reasonable prior notice, of at least thirty (30) days for developments liable to have a material operational impact.

Article 10 — Subscription and activation

The subscription of the Licences is effected by the signature of an order form or, failing that, by any procedure expressly validated by Nereva SA. The activation of the Licences occurs after validation of the subscription and, where applicable, after receipt of the first payment or of any equivalent contractual undertaking.

Article 11 — Change in the number of licences

Any change in the number of Licences, upwards or downwards, is effected in accordance with the conditions defined in the order form or, failing that, upon written request addressed to Nereva SA.

Any Licence added during a Billing Period is invoiced pro rata temporis until the end of the current Billing Period. Any Licence removed during a Billing Period remains due until the end of the current Billing Period, save as otherwise provided in the order form.

Article 12 — Term of the licences

The Licences are granted for a monthly or annual term, according to the formula chosen by the Client in the order form. Any Billing Period that has commenced is due in full.

Article 13 — Tacit renewal

Save for a termination effected by the Client in accordance with article 14, the Licences are tacitly renewed for a term identical to the initial Billing Period. The renewal automatically entails an obligation to pay for the new period.

Nereva SA will notify the Client, in writing (including by email), of a reminder of expiry at least ninety (90) days before each renewal date for annual Licences. The absence of notification on the part of Nereva SA does not affect the validity of the renewal.

Article 14 — Termination at the Client's initiative

The Client may terminate its Licences at the end of each Billing Period, subject to notice addressed to Nereva SA in writing (including by email) of at least thirty (30) days before the expiry date for monthly Licences, or at least sixty (60) days before the expiry date for annual Licences.

Failing compliance with the notice period, the Licences are renewed for a new identical Billing Period, in accordance with article 13.

Termination takes effect at the end of the current Billing Period. None of the sums paid in respect of the current period is refundable, subject to the cases exhaustively listed in article 21.

Article 15 — Pricing conditions

The applicable prices are those agreed in the order form or, failing that, those in force at the time of subscription or renewal. Prices are expressed exclusive of tax. Applicable taxes are invoiced in addition in accordance with the legislation in force.

Article 16 — Invoicing

Invoicing occurs according to the periodicity selected in the order form. Invoices are transmitted electronically to the address indicated by the Client and are deemed received on the date of their issuance, save proof to the contrary.

Article 17 — Payment terms

Payments must be made by the means of payment accepted by Nereva SA and indicated on the invoice. The sums due are payable on the due date appearing on the invoice, without discount.

Article 18 — Late payment and default interest

Any late payment automatically entails, without any prior formal notice being necessary, (i) the application of default interest calculated at the contractual rate of five per cent (5%) per annum, or at the higher rate mandatorily applicable under the mandatory legislation of the Client's place of establishment; (ii) the invoicing of reasonable and justified collection costs, without prejudice to any fixed recovery indemnity mandatorily applicable under the legislation of the Client's place of establishment.

Upon expiry of a period of thirty (30) days following the sending of an express formal notice that has remained unsuccessful, all of the sums due in respect of the Services become immediately payable. Nereva SA may suspend or terminate the Services on the terms provided for in articles 19 and 20.

Article 19 — Suspension of the Services for non-payment

In the event of persistent non-payment for a period of ten (10) days following the sending of an express formal notice that has remained unsuccessful, Nereva SA may suspend all or part of the Services.

The suspension will not occur without the Client having had reasonable prior notice enabling it to take the appropriate business-continuity measures, except in the event of repeated non-payment by the same Client or of a manifest risk of insolvency, in which cases Nereva SA may suspend the Services immediately.

No indemnity will be due by Nereva SA in respect of the suspension of the Services pronounced pursuant to this article. The suspension entails neither extinction nor remission of the sums due.

Article 20 — Termination for non-payment

In the event of persistent non-payment beyond sixty (60) days following the due date and after an express formal notice that has remained unsuccessful, Nereva SA may terminate the Licences and access to the Services as of right.

Any sum remaining due in respect of the current Licences remains immediately payable. Nereva SA retains the right to bring any appropriate action for recovery and for damages.

Article 21 — Refund

The sums paid in respect of the Licences do not give rise to a refund, in whole or in part, in the following cases: (i) termination at the Client's initiative in accordance with article 14; (ii) non-use of the Services by the Client; (iii) suspension or termination of the Services on account of a breach attributable to the Client.

By way of exception, in the event of cessation of the Services by Nereva SA without prior breach by the Client, or in the event of termination of the contract at Nereva SA's initiative without any reason attributable to the Client, Nereva SA will refund to the Client, pro rata temporis, the sums paid in respect of the subscribed but unperformed Licences.

These provisions are without prejudice to (i) the mandatory rules of Swiss law, in particular Article 100 paragraph 1 of the Code of Obligations, which prohibits any contractual exclusion of liability for gross negligence or wilful intent; (ii) any mandatory provision protecting against significant imbalance applicable to relations between professionals under the legislation of the Client's place of establishment.

Article 22 — Dispute of invoicing

Any dispute relating to an invoice must be raised in writing (including by email) within a maximum period of thirty (30) days from its date of issuance. Failing that, the invoice is deemed accepted without reservation.

The dispute of an invoice, even in good faith, does not relieve the Client of payment of the undisputed sums within the agreed time limits.

Article 23 — Price changes

Nereva SA reserves the right to amend its prices for periods subsequent to the current Billing Period.

Any price change applicable to the renewal of a Licence is communicated to the Client in writing at least sixty (60) days before the expiry date. Failing express objection by the Client within that period, then constituting termination within the meaning of article 14, the new prices apply to the renewal.

Article 24 — Client's obligations

The Client undertakes to pay the sums due within the agreed time limits, to provide accurate and up-to-date billing information, to use the Services in accordance with the GTU, this Policy and any applicable legislation, in particular regarding transport, waste management and environmental protection, to inform Nereva SA without delay of any development liable to affect its contractual capacity or its payment obligations, to warrant the veracity and lawfulness of the Client Data entered on the platform, and not to use the Services for unlawful purposes or purposes contrary to public morals.

Article 25 — Operational limits of the platform

The Client expressly acknowledges and accepts that (i) Nereva SA carries out no physical operation and has no power of direction over the physical operations of the Clients or their partners; (ii) the indications, suggestions, recommendations or proposals generated by the platform, in particular by the analytics or operational-intelligence features, are of an exclusively indicative nature and do not relieve the Client of the exercise of its own operational judgement; (iii) the regulatory compliance of the physical operations, in particular regarding road transport, waste management, traceability of materials and occupational safety, remains the exclusive responsibility of the Client and its partners; (iv) Nereva SA carries out no verification of the authorisations, approvals, certifications or permits held by the Clients or their partners for the exercise of their physical activities.

Article 26 — No party to contracts between Users

Nereva is not a party to any contract concluded between the Clients themselves, nor between a Client and a third party (in particular carrier, subcontractor, principal, waste receiver, site operator). Nereva receives no commission, royalty or remuneration based on the operational flows coordinated via the Services. Nereva provides no arbitration service and does not intervene in disputes, challenges or differences between Users, which remain foreign to Nereva.

Article 27 — Integrations with third-party systems

The Services may include or enable integrations with systems, software, services or interfaces provided by third parties (in particular the Client's ERP systems, geolocation tools, authentication services, mapping providers, payment services).

The choice, configuration and use of third-party integrations are the exclusive responsibility of the Client. Nereva SA warrants neither the operation, nor the security, nor the availability, nor the regulatory compliance of third-party systems, including those that Nereva SA may have recommended on a purely informative basis. Nereva SA is in no case liable for the consequences of a malfunction, interruption or security breach of a third-party system.

The Client remains solely responsible for compliance with the contractual conditions applicable to the third-party systems it uses.

Article 28 — Availability of the Services and SLA

Nereva SA's commitments regarding the availability of the Services (Service Level Agreement, SLA), in particular the availability rate, the scheduled maintenance windows, the measurement regime and any service credits, are governed by the GTU and, where applicable, by an SLA annex specific to the order form.

In any event, Nereva SA's availability commitments constitute best-efforts obligations. The occurrence of events beyond Nereva SA's control, in particular failures of connectivity or hosting providers, is excluded from the calculation of the availability rate.

Article 29 — Limitation of liability

The overall liability and the limitation of the compensation owed by Nereva SA in respect of the provision of the Services are governed by the GTU.

In the specific context of this Policy, and without prejudice to the general regime provided for in the GTU, Nereva SA cannot be held liable, within the limit of the mandatory rules of Article 100 paragraph 1 of the Swiss Code of Obligations, for (i) the direct or indirect financial consequences resulting from the suspension or termination of the Services for non-payment attributable to the Client (see articles 19 and 20); (ii) the consequences resulting from the inaccuracy, incompleteness or unlawfulness of the Client Data; (iii) the consequences resulting from the Client's use of third-party integrations (see article 27); (iv) the consequences of the physical operations carried out by the Client or its partners (see articles 2 and 25); (v) indirect losses, in particular loss of turnover, loss of clientele, loss of opportunity, damage to image, losses suffered by third parties, legal defence costs incurred by the Client.

Article 30 — Force majeure

Neither Party may be held liable for a breach resulting from an event of force majeure within the meaning of Swiss law. In particular, the following are considered events of force majeure, without this list being exhaustive: natural disasters, armed conflicts, acts of terrorism, pandemics, decisions of public authorities, and generalised failures of telecommunications or energy networks.

The Party invoking force majeure shall inform the other Party without delay and shall implement the reasonable measures to limit its effects.

Article 31 — Reversibility and return of Client Data

At the end of the contract, whatever the cause, and for a minimum period of thirty (30) days following the effective date of termination, Nereva SA makes available to the Client, upon written request, a feature for exporting the Client Data in a structured, commonly used and machine-readable format.

Upon expiry of that period, Nereva SA proceeds with the deletion or irreversible anonymisation of the Client Data, subject to (i) the legal retention obligations incumbent on Nereva SA; (ii) the cases where the Client Data must be retained for the needs of ongoing judicial or administrative proceedings; (iii) the retention of the strictly aggregated and anonymised data on the terms provided for in article 6.

Article 32 — Confidentiality

Each Party undertakes to preserve the confidentiality of the non-public information brought to its knowledge in connection with the performance of the contract, whether identified as confidential or intrinsically confidential by its nature. This confidentiality obligation remains in force for the duration of the contract and for three (3) years following its term.

Without prejudice to the foregoing, the technical architectures, algorithms, proprietary methods, internal performance indicators and any strategic information of Nereva SA are protected as know-how and trade secrets, within the meaning of the Federal Act against Unfair Competition (UCA).

Article 33 — Assignment

Nereva SA may freely assign, to an affiliate or in connection with a merger-acquisition, restructuring or business-transfer operation, the rights and obligations arising from this Policy.

Any other assignment by Nereva SA to a non-affiliated third party will occur subject to (i) the continuity of the material conditions applicable to the Client; (ii) prior written notification addressed to the Client at least thirty (30) days before the assignment takes effect. Failing reasoned objection by the Client within that period, the assignment will be enforceable against it as of right. The Client may not assign its rights or obligations without the prior written agreement of Nereva SA, which may not be refused without reasonable cause.

Article 34 — Subcontracting

Nereva SA may use technical subcontractors, in particular a hosting provider, an authentication provider, monitoring services and payment services, for the provision of the Services. The list of significant technical subcontractors is kept available to the Client on request addressed to legal@nereva.com.

Nereva SA remains responsible for the performance of the Services vis-à-vis the Client. The specific arrangements applicable to subcontractors processing Personal Data are governed by the DPA.

Article 35 — Severability

If a provision of this Policy is declared void, inapplicable or unenforceable by a competent court, the other provisions remain fully in force. The Parties will endeavour to replace the annulled provision with a valid provision pursuing the same economic purpose.

Article 36 — Entirety of the contractual framework

This Policy, together with the GTU, the order form, the DPA and, where applicable, the SLA annex, the Copyright and Intellectual Property document, the AI & Data Policy, the Acceptable Use Policy and the Liability Policy, constitutes the entirety of the agreement between the Parties relating to its subject matter. It cancels and replaces any prior agreement having the same subject matter.

In the event of any conflict between the contractual documents, the following order of priority applies, save as expressly provided otherwise: (i) signed order form; (ii) GTU; (iii) DPA; (iv) SLA annex; (v) this Policy; (vi) Privacy Policy; (vii) Policy for the Management of Cookies and Similar Technologies; (viii) AI & Data Policy; (ix) Acceptable Use Policy; (x) Copyright and Intellectual Property document; (xi) Liability Policy (explanatory document, legally subordinate).

Article 37 — Governing law and jurisdiction

This document, as well as the contractual relationship it governs, are governed exclusively by Swiss law, to the exclusion of any conflict-of-laws rule and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 1980).

Any dispute relating to the formation, validity, interpretation, performance or termination of this document falls within the exclusive jurisdiction of the ordinary courts of the Canton of Vaud, the place of Nereva SA's registered office, subject to any mandatory appeal to the Swiss Federal Supreme Court.

Article 38 — Authoritative language

The French version of this Policy alone is legally authoritative. Any translation is provided for information purposes and may not bind Nereva SA.

Article 39 — Contact

Nereva SA, Rue de Rive 22D, CH-1260 Nyon, Switzerland.

Billing: billing@nereva.com

Legal and commercial questions: legal@nereva.com

Data protection: privacy@nereva.com

Intellectual property: ip@nereva.com

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Payment and Subscription Policy