1. DEFINITIONS

For the purposes of these General Terms and Conditions of Sale and Service, the following terms, beginning with a capital letter and used in both the singular and plural, shall have the following meanings:

Subscription: the Client's subscription to one or more SaaS Services offered by Alimpex, according to their needs, allowing them access to the Platform and its content (creation of a Profile, creation of one or more User Account(s), document library and information on microbiology, etc.).

Mobile Application: the Nomad mobile application developed by Alimpex, usable on Android and iOS, which i) collects contextual information, process details, and sampling results, ii) stores this Sampling Data, iii) sends it to the Server, and iv) allows users to view the colony enumeration results. It can be downloaded free of charge to a smartphone or tablet from the main mobile application stores. The Mobile Application remains the exclusive property of Alimpex.

Online Application: an application developed by Alimpex, accessible directly on the Alimpex website, available by subscription at https://nomad.Alimpex.solutions. This application uses the information exported to the Alimpex Server by the Mobile Application, organizing it into sorting tables, results reports, and analysis reports, and automatically interpreting the results. The Online Application remains the exclusive property of Alimpex.

Alimpex: the company that developed and operates the nomad Solution, which publishes, operates, and makes the Mobile Application and the Online Application available to Clients and Mobile and Online Users.

Client: a legal entity or an adult individual contracting for the purposes of their professional activity, who has created a Client Account to access the Online Application and SaaS Services, is responsible for implementing the procedures and actions necessary to control contamination, and subscribes within the scope of their professional activity.

Online User ID: A unique identifier for each Online User, which must be created on the Online Application to access, with a password, all or part of the User Account.

User Account: A personal account specific to each Client, who uses the collected data related to the Sampling and is responsible for implementing procedures and actions to control contamination. Access to this account is via the Online User ID to access the services of the nomad Solution on the Online Application.

General Terms and Conditions: These are the general terms and conditions of sale and service for the nomad Solution.

IoT Sampling Device: A microbiological or other testing device that includes a QR code in the result display area, interpretable by the Mobile Application. This code assigns the device a unique identifier, its model, its intended use, and an access link to its expiration date.

Nomad IoT Sampling Devices: Nomad brand IoT Sampling Devices, sold by Alimpex through the Pinqkerton store at www.pinqkerton.com, accessible from the Website.

Sampling Data: Data collected during the sampling process, transmitted to the Online Application for storage, management, and analysis.

Personal Equipment: Any computer equipment (computer, smartphone, tablet, etc.) with internet access.

Customer Area: The space dedicated to the Customer on the Alimpex Server for storing collected data related to the Sample(s), results, and for accessing the SaaS Services and managing business relationships with Alimpex. The Customer Area includes one or more User Accounts.

Sample: Refers to a test sample taken and analyzed using a microbiological or other testing device. The characteristics of this sample are transmitted to the Online Application via an encrypted connection to the Alimpex servers to record the sampling parameters, contextual information, and results, to perform microbiological counting, and then to analyze the sample in isolation and/or within the context of a results history. Samples are taken under the sole responsibility of the User or Customer.

Profile: The set of parameters saved by the Customer under their User Account(s) to use or benefit from the SaaS Services.

Server: A computer server administered by Alimpex on which the data from the Sample Collection is stored in the Customer Areas.

Services: All recording, information, and analysis services, whether paid or free, offered by Alimpex through the Nomad Solution, designed to control and prevent the risks of biological contamination and collectively constituting a Microbial Risk Management System (MRMS).

SaaS Services: Automated recording, information, and analysis services offered by Alimpex, accessible via an internet platform or online application, designed to control and prevent the risks of biological contamination and collectively constituting a Microbial Risk Management System (MRMS), or any other services more fully defined.

Website: The website accessible via the URL https://Alimpex.solutions, which provides access to the Online Application.

Nomad Solution: A solution designed to assist manufacturers in controlling and preventing the risks of biological contamination and constituting a Microbial Risk Management System (MRMS). It comprises i) Sampling Devices, ii) a Mobile Application, and iii) SaaS Services based on an Online Application.

Mobile User: An adult individual using the Mobile Application for professional purposes to perform a Sampling.

Online User: An adult individual acting in a professional capacity, or an entity (laboratory, department, etc.) designated by the Client to use all or part of the Online Services and having access to all or part of the Client Area or User Accounts.

2. SCOPE OF APPLICATION

These General Terms and Conditions define the terms under which Alimpex provides its Services to Clients who request them, whether via the Website, direct contact, or printed materials.
Alimpex offers a mobile solution, designed exclusively for professionals, to help them control and prevent the risks of biological contamination in their professional environments.
These General Terms and Conditions apply, without restriction or reservation, to all Services provided by Alimpex to Clients, regardless of any clauses that may appear on the Client's documents, including the Client's general terms and conditions of purchase.
The Client is required to review these General Terms and Conditions before subscribing to any Subscription. In the case of a subscription by a corporate Client, the individual making the subscription declares that they are acting on behalf of and for the account of the Client and that they have the necessary authorizations to enter into this contractual agreement on behalf of the Client they represent.
Subscription to a Subscription implies acceptance of these General Terms and Conditions by the Customer.
These General Terms and Conditions may be modified subsequently by Alimpex. The version applicable to the Customer's purchase is the one in effect on the date of subscription/order placement.

3. SERVICES OFFERED BY ALIMPEX

Alimpex has developed a Solution called nomad, which constitutes a Microbial Risk Management System (MRMS). This Solution comprises i) Sampling Devices, ii) a Mobile Application, and iii) SaaS Services based on an Online Application.
To subscribe to the SaaS Services, the Customer must own one or more Sampling Devices. Alimpex sells IoT-enabled Nomad Sampling Devices on its website, but the Customer may use other compatible devices. However, non-IoT Sampling Devices may result in lower performance.
The Customer is responsible for selecting and purchasing a Sampling Device before using the Services offered by Alimpex.
The Customer can use the free services accessible via the Nomad Mobile Application and the SaaS Services accessible via the Online Application, on a subscription basis.
The Customer can create a Customer Account without being required to purchase IoT-enabled Nomad Sampling Devices or download the Mobile Application. The Services offered are not accessible in this case.
The Customer may also open a Customer Account without any obligation to purchase IoT Nomad Sampling devices, after downloading the Mobile Application and linking the Personal Device to a User Account. The Services offered then apply to data manually entered during the use of test devices with the Mobile Application and sent by the Mobile Application to the User Account(s), limited to the scope of the free Subscription (defined in Article 3.2 below) or extended to the scope of the paid Subscription purchased.
The Customer may also open a Customer Account after downloading the Mobile Application, linking the Personal Device to a User Account, and purchasing IoT Nomad Sampling devices via the Pinqkerton store at www.pinqkerton.com, accessible from the Site, or via a distributor of Nomad Devices. The Services offered are then applicable to data entered manually or automatically via the reading of the QR Code affixed to the Nomad IoT Sampling Devices and sent by the Mobile
Application and limited to the scope of the free Subscription (defined in article 3.2 below) or extended to the scope of the paid Subscription that he or she has subscribed to.

3.1. SERVICES ACCESSIBLE VIA THE MOBILE APPLICATION

Alimpex provides Clients and their Users with a free Mobile Application, compatible with Android and iOS, which can be downloaded free of charge to smartphones or tablets from the main mobile app stores.

This Mobile Application:
- collects contextual information, progress data, and sampling results,
- temporarily stores this Sampling Data,
- sends this Sampling Data to the Server when an internet connection is available,
- allows users to view the colony enumeration results as well as
- their Data history (limited to the number of Samplings authorized by the chosen Subscription and to 25 i) without a Subscription or ii) in the case of a free Subscription).

The Mobile Application can be used without a paid subscription to the Online Application.
It should be noted that Alimpex only makes the Mobile Application available for professional use for lawful and legitimate purposes.
This provision creates only an obligation of means, not of result, on the part of Alimpex.

3.2. SERVICES ACCESSIBLE VIA THE ONLINE APPLICATION

Alimpex provides Clients with a platform on its website, giving access to an Online Application designed for the control and prevention of biological contamination risks.

This online application:
- retrieves information exported by the mobile application to the Alimpex server,
- organizes this information into sorting tables,
- performs automatic colony counting,
- allows users to edit and export reports in PDF format,
- enables data processing and analysis,
- stores sampling data and information.

Within this online application, Alimpex offers the following services:
- production of analyses and reports,
- analysis of historical results, with sorting and comparisons,
- provision of information on microbiology,
- account management, with linking of mobile device users of the mobile application.

These services may be supplemented in the future by additional services.
The available services and their content vary depending on the subscription(s) chosen by the customer.
Alimpex offers three subscription plans, the services and pricing of which are detailed at: https://www.pinqkerton.com/fr/collections/nomad-by-alimpex-solutions
It should be noted that Alimpex provides a Microbial Risk Management System (MRMS) as part of the Nomad Solution. This system offers the online user results derived from algorithmic processing of user input, such as microbiological counts, alert thresholds, probable bacterial identities, contaminant concentrations, and other data. The Nomad Solution is intended as a decision-making tool for the client in implementing a contamination control process, but it cannot replace the expertise of a qualified authority or individual.
It is the client's responsibility to obtain the necessary information and seek expert advice to verify the recommendations provided.
The Nomad Solution is not a diagnostic tool.

4. SUBSCRIPTION/ORDER PROCESS

To access the SaaS Services offered on the Alimpex platform, the Client must subscribe to a Subscription. To do so, the Client may either (ii) subscribe directly online via the Website, or (iii) contact Alimpex at [email protected]
The choice and subscription to a Subscription are the sole responsibility of the Client.

4.1. Online Subscription

In the case of online subscription, the Client cannot validate the subscription without prior acceptance of the General Terms and Conditions and the general terms of use of the Online Application by checking the box provided for this purpose.
Before confirming their subscription request, the Customer has the opportunity to review the order details, the total price, and correct any errors before finalizing their subscription.
Subscription requests will only be considered final after confirmation of the subscription and payment for the chosen Subscription.
Receipt and acceptance of the subscription request are confirmed by Alimpex via a confirmation email.
The data recorded in Alimpex's computer system constitutes proof of all transactions concluded with the Customer.

4.2. Subscription via direct contact/offline

If subscribing via direct contact with Alimpex, the Client must submit a written request for a Subscription by email.
Within a reasonable timeframe after receiving the request, Alimpex will prepare a written quote, which will be provided to the Client in any durable medium.
The Client's express written confirmation must be sent to Alimpex by any means and must be accompanied by the signed quote.
The subscription request will only be valid upon the Client's signature of the quote, acceptance of the General Terms and Conditions, and payment for the chosen Subscription.

4.3. VAT Identification Number

The Customer agrees to provide their intra-Community VAT number, or tax identification number, to Alimpex no later than at the time of payment.
Alimpex reserves the right to refuse any Subscription if this obligation is not met.

5. SUBSCRIPTION SPECIFICATIONS - DURATION

Subscriptions are purchased with a minimum commitment of one (1) year.

At the end of the minimum commitment period for the selected Subscription, the Customer will have the option to renew their commitment. To do so, the Customer must pay the annual subscription fee in accordance with the provisions of Article 7.1.1.
Any year commenced is due in full.

6. FINANCIAL TERMS

Alimpex SaaS Service Subscriptions are provided at Alimpex's rates in effect on the date of subscription/order placement, as indicated on the website or in the quote sent to the Client.
Prices are quoted in euros, net and excluding VAT. VAT, where applicable, will be added at the current rate.
Alimpex reserves the right to modify prices at any time. Price changes will only apply to subscriptions and orders placed after the change.
Specific pricing conditions may apply depending on the Client's specific requirements, particularly regarding Service customization, the number of Online User Account(s), or payment terms and conditions. Alimpex will then send the Client a specific commercial offer.

7. PAYMENT TERMS

7.1 PAYMENT METHODS

Payments made by the Customer will only be considered final upon actual receipt of the amounts due by Alimpex.
For initial subscriptions (unless otherwise specified), the total amount (for the entire commitment period) of the selected Subscription is payable in full, upfront, and upon subscription, by bank transfer (Carte Bleue) or PayPal on the website https://www.pinqkerton.com/fr/collections/nomad-by-alimpex-solutions or by contacting Alimpex directly.
At the end of each Subscription commitment period, the Customer may renew their commitment for a new, to be determined, term. To do so, the Customer may renew their Subscription via the Website and pay the full amount of the renewed Subscription upfront.
For credit card payments, Alimpex uses the Stripe online payment solution, which is PCI/DSS Level 1 certified. The Customer's personal data is collected and processed solely by Stripe, in compliance with applicable data protection regulations. Payment will be processed in accordance with Stripe's terms and conditions, accessible at the following address: https://stripe.com/fr/privacy
For credit card payments, Alimpex uses the PayPal online payment solution and can provide a payment link upon request. The privacy policy is available at: https://www.paypal.com/fr/legalhub/paypal/privacy-full?locale.x=fr_FR

If a Customer does not renew their Subscription for a further period, their access to the Online
Application will be suspended and their Online User Account(s) will be deactivated pending possible renewal of the Subscription.
The services provided under the free Subscription will continue.

7.2 PAYMENTS DELAYS

In the event of non-compliance with the payment terms outlined above, Alimpex also reserves the right to suspend access to the Online Application, suspend the performance of its own obligations, and reduce or cancel any discounts granted to the Customer.
In the event of late payment and failure by the Client to pay the sums due beyond the period mentioned in Article 7.1 above, late payment penalties calculated at the refinancing rate of the
European Central Bank plus ten (10) points of the total amount including tax of the price appearing on the said invoice will automatically and legally accrue to Alimpex, without any formality or prior notice.
Finally, a fixed fee of forty euros (€40) for recovery costs will be automatically due from the Client without prior notice in the event of late payment. Alimpex reserves the right to claim additional compensation from the Client if the actual recovery costs exceed this amount, upon presentation of supporting documentation.

8. PROVISION OF SERVICES

Access to the Online Application will be granted immediately upon validation of the subscription by the Client and receipt of payment, and at the latest within forty-eight (48) hours of Alimpex's validation of the subscription.
This timeframe is not a strict deadline, and Alimpex shall not be held liable to the Client for any delay in the provision of Services not exceeding forty-eight (48) hours. In the event of a delay exceeding forty-eight (48) hours, the Client may request cancellation of the subscription. The sums already paid will then be refunded to him by Alimpex.
Alimpex shall not be held liable under any circumstances for any delay or suspension in the provision of access to the Online Application attributable to the Client, or in the event of force majeure.
Alimpex will open a Client Area for the Client, through which the Client can access the SaaS Services and view their User Account(s) using the Online User ID and password chosen when creating their account.

9. LIABILITY

With regard to the Services offered, Alimpex is only bound by an obligation of means and not of result.
Alimpex cannot be held liable for the accuracy of information, whether factual, legal, or personal, provided by Clients, Online Users, and Mobile Users under their own responsibility.
Alimpex's liability shall only be incurred in the event of proven direct fault or negligence and shall be limited to direct material damages resulting from faults attributable to Alimpex in the performance of the contract, excluding any indirect damages. Except for mandatory provisions of law, Alimpex's liability shall in no case exceed the pre-tax amount of the Subscription during which the alleged events occurred.
Under no circumstances shall Alimpex be liable to the Client or any third party for any indirect damages, such as, but not limited to, loss of business, loss of revenue, loss of profit, commercial damage, lost earnings, damage to reputation, etc.

Alimpex disclaims all liability for damages arising in the following cases:
- in the event of failure, loss, delay, or error in data transmission that is beyond its control
- if data fails to reach Alimpex for any reason, or if the data it receives is illegible or impossible to process
- if, for any reason, the connection to the Online Application is interrupted
- in the event of interruptions, outages, modifications, or malfunctions of the Services or the Online Application
- in the event of temporary inability to access the Online Application due to technical problems, regardless of their origin or cause
- in the event of direct damage caused to a Client, of whatever nature, arising from access to, management of use, operation, malfunction and/or interruption of the Services
- in the event of abnormal use or unlawful exploitation of the Services by the Client or the Online or Mobile User under their responsibility;
- in the event of a cyberattack or hacking
- in the event of temporary or permanent deprivation, removal, or prohibition of access to the internet network, for any reason whatsoever
- in the event of information provided by Clients that proves to be inaccurate or incomplete
- in the event of closure of the Online Application
- in the event of force majeure

10. INTELLECTUAL PROPERTY

10.1 Intellectual property of the contents of the Online Application

All content offered and published by Alimpex on the Website, the Online Application, or the Mobile Application, or in any documentation produced by Alimpex (including information, data, databases, software, APIs, videos, audio tracks, photographs, graphic charters, illustrations, logos, designs, models, and trademarks, etc., present on the Online Application interface) are and remain the full, complete, and exclusive property of Alimpex.
These General Terms and Conditions do not entail any transfer of intellectual property rights of any kind to the Client regarding elements belonging to Alimpex.
However, Alimpex grants the Client a personal, non-exclusive, personal, revocable, non-transferable right to use the Online Application and SaaS Services, limited to the national territory and for use in accordance with the terms of use.
The adaptation, alteration, representation, copying, reproduction, use, distribution, display, or exploitation, in whole or in part, of any element present on the Website, the Online Application, or the Mobile Application, using any process or medium whatsoever, is strictly prohibited, whether it concerns a service or content belonging to Alimpex.

10.2 Intellectual property of Data stored on Servers

Sampling Data, including analyses and reports, historical results, etc., stored on the Servers remains the property of the Client.
The Client grants Alimpex the right to use and exploit this Sampling Data, including any photographs and comments, not only within the framework of the SaaS Services provided to the Client, but also for the development of Alimpex Services and its business, excluding the personal information of the Online User or the Client.
The Client authorizes Alimpex to use Sampling Data, including images and associated contextual information, via computer processing, which will have been previously anonymized, for the sole purpose of training the artificial intelligence of the Nomad Solution to recognize, detect, count, and analyze viruses and bacteria.
This authorization is limited to Alimpex's use of the data, excluding any third party.

11. PERSONAL DATA

In the course of its business, Alimpex is committed to complying with applicable regulations regarding the processing of personal data and, in particular, Regulation (EU) 2016/679 of the
European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (hereinafter the “GDPR”).
Alimpex may collect personal data from individual Clients or from the representatives/employees/staff of corporate Clients.
For more information on the processing carried out, Alimpex refers to its personal data protection policy, accessible at https://www.alimpex.fr/politique-de-confidentialite/

12. FORCE MAJEURE

Neither party (i.e., Alimpex or the Client) shall be liable for any damages, delays, non-performance, or partial performance of its obligations when such damages, delays, non-performance, or partial performance results from an event that a French court may interpret as constituting force majeure.
For the purposes of this clause, force majeure shall mean any unforeseeable and irresistible event as defined in Article 1218 of the French Civil Code, including but not limited to fires, explosions, floods, epidemics, strikes, lockouts, riots, war, etc.
The following shall also be considered force majeure events, without the party unable to perform its obligations having to prove that the event in question was unforeseeable and irresistible: any failure of the Client's or Online User's computer system, any failure of the external servers hosting the Alimpex Servers, and any cyberattack.
The party experiencing the event must immediately inform the other party of its inability to perform its obligations and provide justification. The suspension of obligations shall in no case constitute grounds for liability for non-performance of the obligation in question, nor shall it give rise to the payment of damages or late payment penalties.
The performance of the obligation is suspended for the entire duration of the force majeure event if it is temporary and does not exceed sixty (60) days. Therefore, as soon as the cause of the suspension of their reciprocal obligations ceases, the parties shall make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the party prevented from performing shall notify the other party of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial means.
If the impediment is permanent or exceeds sixty (60) days, the contract shall be terminated outright in accordance with the terms set forth in Article 16.1 'Termination due to Force Majeure'.

13. EXCEPTION OF NON-PERFORMANCE

t is recalled that, pursuant to Article 1219 of the Civil Code, each party may refuse to perform its obligation, even if it is due, if the other party does not perform its own obligation and if this non-performance is sufficiently serious, that is to say, likely to jeopardize the continuation of the contract or fundamentally disrupt its economic balance.
The suspension of performance will take effect immediately upon receipt by the defaulting party of the notice of breach, which must be sent to it for this purpose by the party suffering the breach. This notice must indicate the intention to invoke the defense of non-performance until the defaulting party has remedied the breach. The notice must be sent by registered letter with acknowledgment of receipt or by any other durable written means that provides proof of sending.
This right is exercised at the sole risk of the party initiating it.
The suspension of performance will take effect immediately upon receipt by the allegedly defaulting party of the notification of the intention to invoke the exception of anticipatory non-performance, and will remain in effect until the allegedly defaulting party performs the obligation for which a future breach is manifest. Such notification must be sent by registered letter with acknowledgment of receipt or by any other durable written means that provides proof of sending.

14. TERMINATION

Upon termination of the Contract, Alimpex will be entitled to deactivate the Client's access to these Services and to destroy the stored data.
This defense of non-performance may also be used preventively, in accordance with the provisions of Article 1220 of the French Civil Code, if it is clear that one of the parties will not perform its obligations when due and that the consequences of this non-performance are sufficiently serious for the party suffering the breach.

14.1. TERMINATION DUE TO FORCE MAJEURE

Termination by operation of law due to force majeure shall only take effect fifteen (15) days after the sending of a formal notice by registered letter with acknowledgment of receipt or any extrajudicial means.

14.2. TERMINATION FOR SERIOUS BREACH OF OBLIGATION

In the event of the Client's failure to comply with any of the following obligations:
- Subscription as a professional (Article 2)
- Payment of the financial terms (Article 7);
- Respect for intellectual property (Article 10);
- Violation of the general terms of use of the Online Application

Alimpex may terminate the agreement at its discretion by sending a simple registered letter with acknowledgment of receipt.
It is expressly understood that termination for breach of obligations by one party will take effect automatically fifteen (15) days after the sending of a formal notice by the other party via registered mail with acknowledgment of receipt, which remains unanswered.
The formal notice will specify the breach(es) observed.

14.3. TERMINATION FOR BREACH OF OBLIGATIONS BY ONE PARTY

In the event of the Client's failure to comply with any of the following obligations:
- Subscription as a professional (Article 2)
- Payment of the financial terms (Article 7)
- Respect for intellectual property (Article 10)
- Violation of the general terms of use of the Online Application

Alimpex may terminate the agreement at its discretion by sending a simple registered letter with acknowledgment of receipt.
It is expressly understood that termination for breach of obligations by one party will take effect automatically fifteen (15) days after the sending of a formal notice by the other party via registered mail with acknowledgment of receipt, which remains unanswered.

The formal notice will specify the breach(es) observed.

15. APPLICABLE LAW – LANGUAGE

These General Terms and Conditions and the transactions arising therefrom are governed by French law.
They are written in French. If they are translated into one or more languages, only the French text shall prevail in the event of a dispute.

16. DISPUTES

In order to find a mutually agreeable solution to any dispute that may arise in the interpretation or performance of this Agreement, the parties agree to meet within fifteen (15) days of the date of sending a registered letter with acknowledgment of receipt, notified by one of the parties, to attempt to resolve their dispute amicably.
This attempt at amicable settlement is a mandatory prerequisite to initiating legal proceedings between the parties. Any legal action brought in violation of this clause will be declared inadmissible.
However, if, after a period of thirty (30) days, the parties are unable to reach a compromise or solution, the dispute will then be submitted to the jurisdiction designated below.
Thus, any disputes arising from these General Terms and Conditions and the agreements resulting therefrom, concerning their validity, interpretation, performance, termination, consequences, and subsequent effects, will fall under the exclusive jurisdiction of the Commercial Chamber of the Colmar Judicial Court, even in the event of an appeal, summary proceedings, third-party claims, or multiple defendants.

17. CUSTOMER ACCEPTANCE

These General Terms and Conditions are expressly agreed to and accepted by the Customer, who declares and acknowledges having full knowledge thereof, and therefore waives the right to rely on any conflicting document and, in particular, its own general terms and conditions of purchase, which shall not be enforceable against Alimpex, even if it has been made aware of them.