General Terms and Conditions of Sale

These General Terms and Conditions of Sale ("Terms") govern the contractual relationship between Continuum Identity SAS, a French simplified joint-stock company (SAS) with share capital of EUR 1,000, registered with the Paris Trade and Companies Register under number 943 177 006, having its registered office at 200 rue de la Croix Nivert, 75015 Paris, France, also operating under the registered commercial name "ContinuumID" ("Continuum Identity", "we", "us"), and any professional entity subscribing to our services ("Client", "you"). By subscribing to the Continuum Identity platform or purchasing hardware from us, you acknowledge that you have read and accept these Terms in their entirety. These Terms prevail over any general terms of purchase or other conditions issued by the Client.

"Platform" means the Continuum Identity SaaS platform, including the Continuum CORE foundation and all software modules made available by Continuum Identity (organized under the TRUST, SITE, and WORK commercial suites, and any additional modules), accessible via the internet. "Subscription" means the recurring license granting the Client access to the Platform and selected modules for a defined period. "Hardware" means physical equipment sold by Continuum Identity, including biometric terminals, edge gateways, and door controllers. "User" means any individual authorized by the Client to access and use the Platform. "Biometric Data" means personal data resulting from specific technical processing relating to the physical or physiological characteristics of a natural person, as defined by Article 9 of the GDPR. "Setup Period" means the complimentary 30-day period included with every new subscription, designed to allow the Client to install hardware, configure the platform, enroll users, and train their teams. The Setup Period runs concurrently with the paid subscription and does not defer billing.

These Terms apply exclusively to business-to-business (B2B) transactions. The Client warrants that they are acting in a professional capacity and not as a consumer within the meaning of the French Consumer Code. These Terms govern all subscriptions to the Platform, all hardware purchases, and all professional services provided by Continuum Identity. End-users (individuals authorized by the Client to access the Platform) are not parties to these Terms. The Client is solely responsible for ensuring that its end-users comply with the conditions of use of the Platform and with applicable laws.

The Platform is offered on a subscription basis. The Client selects the desired modules and commitment period during the configuration process. Available commitment periods are: monthly (no minimum commitment), annual (1 year), biannual (2 years), triennial (3 years), quadrennial (4 years), and quinquennial (5 years). Longer commitment periods benefit from the following discounts on the monthly subscription price: - Annual: 15% discount - 2-year: 20% discount - 3-year: 25% discount - 4-year: 30% discount - 5-year: 35% discount The subscription is effective upon confirmation of payment. Multi-year commitments require full upfront payment for the entire commitment period at the discounted rate. The discount is granted in consideration of the full upfront payment. Early termination of a multi-year commitment does not entitle the Client to any refund of amounts already paid.

Every new subscription includes a complimentary 30-day setup period. This period is designed to allow the Client to install hardware, configure the platform, enroll users, and train their teams. The setup period begins on the date of account activation and runs concurrently with the paid subscription. It does not defer or delay billing — the subscription is effective and billed from the date of payment. The 30-day setup period is a commercial benefit included in the subscription. It does not constitute a trial period and does not grant the Client any right to cancel or obtain a refund.

All prices are quoted in euros (EUR), exclusive of tax (HT). Applicable VAT will be added at the rate in force on the date of invoicing. Subscription prices are determined by the modules selected, the dimensioning parameters (number of doors, employees, visitors, etc.), and the billing period chosen by the Client. Continuum Identity reserves the right to modify its prices. Any price change will be notified to the Client at least 30 days before the renewal date. If the Client does not accept the new prices, they may terminate their subscription at the end of the current period.

Payment is processed via Stripe, our authorized payment service provider. The Client authorizes recurring charges to their designated payment method for the duration of the subscription. Recurring subscriptions are consolidated into a single monthly invoice, issued on the 1st of each calendar month. Subscriptions activated mid-month give rise to an immediate prorated invoice for the period between the activation date and the end of that calendar month. From the following month onward, the full monthly amount is included in the consolidated invoice. One-time purchases (hardware, consumable packs, and other non-recurring items) are invoiced and charged separately at the time of purchase. All invoices are issued at the time of charge. Payment is due immediately upon invoicing, unless specific payment terms have been agreed in writing between Continuum Identity and the Client. Any started billing period is due in full and is non-refundable. This applies regardless of the date of subscription activation or termination within a billing cycle. In the event of non-payment or payment failure, Continuum Identity reserves the right to suspend access to the Platform after a 15-day notice period. Late payments will incur interest at three times the French legal interest rate, plus a fixed recovery indemnity of EUR 40 per invoice, in accordance with Articles L441-10 and D441-5 of the French Commercial Code.

Hardware purchases (biometric terminals, edge gateways, door controllers) are one-time transactions, separate from the Platform subscription. Hardware is shipped to the address provided by the Client. Delivery times are estimates and do not constitute a binding commitment. Risk of loss transfers to the Client upon delivery. Any applicable customs duties, import taxes, and local fees arising from international shipment are the sole responsibility of the Client and are not included in the purchase price. Hardware is covered by a manufacturer's warranty of 24 months from delivery date, covering manufacturing defects under normal conditions of use. The warranty does not cover damage resulting from misuse, unauthorized modification, or force majeure. Returns of hardware are accepted within 14 days of delivery only if the hardware is unused, in its original packaging, and undamaged. Custom-configured hardware is non-refundable. Accepted returns may be subject to administrative and restocking fees, the amount of which will be communicated to the Client prior to processing the return.

Continuum Identity commits to a Platform availability of 99.9% per calendar month, excluding scheduled maintenance windows. Scheduled maintenance will be notified to the Client at least 48 hours in advance and will be performed during off-peak hours when possible. In the event that monthly availability falls below 99.9%, the Client is entitled to a service credit calculated as follows: - Availability between 99.0% and 99.9%: credit of 10% of the monthly subscription - Availability between 95.0% and 99.0%: credit of 25% of the monthly subscription - Availability below 95.0%: credit of 50% of the monthly subscription Service credits must be claimed within 30 days of the incident. Credits are applied to future invoices and do not give rise to cash refunds. The total service credits for a given month shall not exceed 50% of the monthly subscription for that month.

Continuum Identity acts as a data processor on behalf of the Client (data controller) within the meaning of the General Data Protection Regulation (EU) 2016/679 ("GDPR"). The processing of personal data is governed by a separate Data Processing Agreement (DPA) which forms an integral part of these Terms. All Client data is hosted on servers located in Switzerland, operated by Infomaniak Network SA (Geneva), ensuring sovereign data hosting under Swiss data protection law (nDSG/FADP) in addition to GDPR compliance. Continuum Identity implements appropriate technical and organizational measures to ensure the security of Client data, including AES-256-GCM encryption at rest and TLS 1.3 encryption in transit.

The Platform may process biometric data as defined by Article 9 of the GDPR. The Client, as data controller, is solely responsible for: - Establishing a valid legal basis for biometric data processing (explicit consent or substantial public interest under Article 9(2) GDPR) - Conducting a Data Protection Impact Assessment (DPIA) prior to deployment - Informing data subjects of the biometric processing and their rights - Ensuring compliance with applicable national laws governing biometric processing in the workplace (including French CNIL guidelines) Continuum Identity provides the technical infrastructure for biometric template storage and matching but does not determine the purposes or means of biometric data processing. Biometric templates are encrypted using irreversible transformation methods and stored within the hosting infrastructure designated for the Client’s account. The default hosting location is Switzerland; however, alternative hosting locations may be made available to meet the Client’s data residency or sovereignty requirements. Raw biometric samples (images, scans) are not retained after template extraction unless explicitly configured by the Client.

Monthly subscriptions (no commitment) may be terminated by the Client at any time, effective at the end of the current billing month. The current month remains due in full. Multi-year subscriptions may be terminated at the end of the commitment period by providing written notice at least 30 days before the expiry date. In the absence of notice, the subscription renews automatically for successive periods of the same duration. Early termination of a multi-year subscription by the Client requires payment of the remaining fees due until the end of the commitment period. Continuum Identity may terminate the subscription with immediate effect in the event of: - Non-payment persisting 30 days after formal notice - Material breach of these Terms or the Acceptable Use Policy - Use of the Platform for illegal purposes - Insolvency or liquidation proceedings against the Client

Upon termination or expiry of the subscription, the Client may request an export of their data in a structured, commonly-used, machine-readable format (JSON or CSV). The data export request must be made within 30 days of the effective termination date. Continuum Identity will make the data available for download within 15 business days of receiving the request. After the 30-day post-termination window, all Client data (including biometric templates) will be permanently and irreversibly deleted from our systems. A certificate of destruction will be provided upon request.

Continuum Identity's total aggregate liability arising out of or in connection with these Terms shall not exceed the total fees paid by the Client during the 12-month period preceding the event giving rise to the claim. Continuum Identity shall not be liable for indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, or business interruption. The Client is solely responsible for the adequacy of the Platform for their specific use case and for compliance with applicable laws and regulations in their jurisdiction.

The Platform, including its software, architecture, interfaces, documentation, and branding, remains the exclusive intellectual property of Continuum Identity. The subscription grants the Client a non-exclusive, non-transferable, non-sublicensable right to use the Platform for the duration of the subscription, in accordance with its intended purpose. The Client retains full ownership of all data uploaded to the Platform. By using the Platform, the Client grants Continuum Identity a limited license to process this data solely for the purpose of providing the subscribed services.

Neither party shall be liable for any failure or delay in performance resulting from events beyond its reasonable control, including but not limited to natural disasters, acts of government, internet outages, cyberattacks, pandemics, or utility failures. The affected party shall notify the other party promptly and make reasonable efforts to mitigate the impact. If the force majeure event persists for more than 90 days, either party may terminate the subscription without penalty.

Continuum Identity reserves the right to modify these Terms. Material changes will be notified to the Client by email at least 30 days before they take effect. Continued use of the Platform after the effective date of the modifications constitutes acceptance of the updated Terms. If the Client does not accept the modifications, they may terminate their subscription in accordance with the termination provisions above.

These Terms are governed by and construed in accordance with French law. In the event of a dispute, the parties shall first attempt to reach an amicable resolution within 30 days. Failing this, the dispute shall be submitted to the exclusive jurisdiction of the courts of Paris, France, notwithstanding any multiple defendants or third-party proceedings.