The GTC exclusively govern the sales contracts concluded by Nikyros LLC (hereinafter referred to as the "Buyer" or the "Seller" depending on the context, or specifically Nikyros LLC as the Seller) and are binding on the parties, to the exclusion of all other documents, prospectuses, catalogs, or photographs of the Software, which are for information purposes only.

The GTC are exclusively applicable to Software purchased by Customers from Nikyros LLC.

The Buyer is prohibited from reselling new Software delivered by Nikyros LLC.

The GTC as well as all contractual information mentioned on the Contract are drafted in French. The GTC are made available to the buyer on the Seller's Contract where they can be consulted directly and can also be communicated to them upon request by telephone, email, or postal mail.

The GTC are binding on the Buyer, who acknowledges having read and accepted them before placing an order. The validation of the order by its confirmation constitutes acceptance by the buyer of the GTC in force on the day of the order, the preservation and reproduction of which are ensured by the professional Seller in accordance with Article 1127-2 of the Civil Code.

Nikyros LLC reserves the right to modify its GTC at any time. In the event of modification of the GTC, the applicable GTC are those in force on the date of the order, a dated copy of which can be provided to the buyer upon request.

The invalidity of a contractual clause does not entail the invalidity of the GTC, unless it is an impulsive and decisive clause that led one of the parties to conclude the sales contract.

1 - Conclusion of the contract:

Any order of a product (services or software) from Nikyros LLC implies unreserved acceptance of these general terms and conditions of sale, supplemented or amended by our special conditions, which cancel any contrary clause that may appear in the purchase conditions, order forms, or other commercial documents. Any modification of the order by the Buyer after confirmation of their order is subject to acceptance by Nikyros LLC.

Nikyros LLC reserves the right to refuse any order for legitimate reasons and more particularly:

• if the quantities of Software ordered are abnormally high for buyers acting as consumers

• if there is a prior dispute regarding an unpaid invoice

• if the Buyer has acted in disregard of these GTC

• or in case of objective suspicion of fraud.

Nikyros LLC cannot be held responsible for the consequences resulting from erroneous or incomplete data provided by the Buyer, particularly concerning the quantities and types of Software ordered or the delivery time slot.

The sales contract is formed at the moment the Buyer sends confirmation of their order (Article 1379 of the Civil Code).

For goods containing digital elements, Nikyros LLC (or an associated third party) will publish the following types of updates depending on the digital software you purchase: (i) where applicable, the updates that were specified on the software information page at the time of purchase; and (ii) updates required by law, including to ensure the compliance of the software in question.

Nikyros LLC (or an associated third party) may also provide you with additional software updates from time to time, including to: (i) offer or improve new features, designs, interfaces, and/or characteristics; (ii) make minor technical modifications; (iii) and/or for legal or security reasons, when deemed reasonably necessary by Nikyros LLC (or an associated third party). Some of these updates may not be necessary to ensure software compliance. By accepting the terms of sale, you agree to receive these updates.

You agree that updates may be performed automatically, without any action required on your part. An update that is not automatic only takes effect once you have installed it. You acknowledge that if updates are not installed in a timely manner, or if they are not installed correctly, this may harm the performance or functionality of the software concerned. Nikyros LLC will not be held liable for any non-compliance resulting from your failure to correctly install the updates.

Nikyros LLC reserves the right to make changes to its software, its procedures, and its terms and conditions, including these General Terms and Conditions of Sale at any time. You are subject to the terms and conditions, procedures, and General Terms and Conditions of Sale in force at the time you order software from Nikyros LLC, unless a change to these terms and conditions, or these General Terms and Conditions of Sale is required by an administrative or governmental authority (in which case, this modification may apply to prior orders you have placed). If any of the stipulations of these General Terms and Conditions of Sale is deemed invalid, void, or unenforceable for any reason, that stipulation shall be deemed severable and shall not affect the validity and effectiveness of the remaining stipulations.

2 – Price:

Services are invoiced at the rate in force on the day the order is placed with Nikyros LLC. The general rate is annexed to these conditions. The total amount due by the Buyer is indicated on the order confirmation page, along with the delivery and transport costs. The selling price of the Software is the one in force on the day of the order. Prices may be revised subject to 30 days' prior notice (Article L. 441-10 of the Commercial Code, paragraph 2).

2.1. Subscription

The details and price of this service are presented via the Nikyros LLC website.

The procedure to become a subscriber and the identification of the required elements are presented on the website. The following elements are notably requested as part of creating a subscriber account: (i) regarding physical persons and/or individuals: last name, first name, job title, landline telephone, mobile telephone, mailing address, billing address, last name, first name, telephone, email, and job title of the physical contact person, email, IBAN, BIC; (ii) regarding companies: RCS number (if the person is subject to registration) or SIREN, denomination, intra-community VAT number, last name, first name, job title, landline telephone, mobile telephone, mailing address, billing address, last name, first name, telephone, email, and job title of the physical contact person, email, IBAN, BIC.

Subscribing to a subscription with Nikyros LLC requires the prior creation of a user account, identified on the website.

The following elements are notably requested to create a subscriber account: (i) regarding physical persons and/or individuals: last name, first name, email, creation of a password; (ii) regarding companies: RCS number (if the person is subject to registration) or SIREN, denomination, intra-community VAT number, last name, first name, email, creation of a password.

3 – Delivery:

Delivery is made either by direct handover of the software to the buyer, or by notice of availability issued by Nikyros LLC. The verification of the services by the buyer must be carried out at the time of taking charge of them. In the event of damage or shortage, claims regarding apparent defects or non-compliance of the delivered software, the buyer shall make clear and precise reservations, which they shall notify in writing to Nikyros LLC or the carrier within three days following the delivery date. It will be up to the buyer to provide any justification as to the reality of the anomalies found (demonstration of the reality of bugs or bad coding that could complicate the use of the software or service sold) (Article L. 441-15 of the Commercial Code).

Article L. 224-25-14 of the Consumer Code:

"I.- In addition to the conformity criteria provided for in the contract, the digital content or digital service provided by Nikyros LLC is compliant if it meets the following criteria:

1° It is fit for the purpose usually expected of digital content or a digital service of the same type, taking into account, where applicable, any provision of European Union law and national law as well as all technical standards, or in the absence of such technical standards, specific codes of conduct applicable to the sector concerned;

2° Where applicable, it possesses the qualities that the professional presented to the consumer in the form of a trial version or preview, before the conclusion of the contract;

3° It is provided according to the most recent version available at the time of the conclusion of the contract, unless the parties agree otherwise;

4° In case of continuous provision of digital content or a digital service during a given period, it is provided without interruption throughout this period;

5° Where applicable, it is provided with all the accessories and installation instructions as well as customer assistance, which the consumer can legitimately expect;

6° Where applicable, it is provided with the updates that the consumer can legitimately expect, in accordance with the provisions of Article L. 224-25-25;

7° It corresponds to the quantity, quality, and other characteristics, including in terms of functionality, compatibility, accessibility, continuity, and security, that the consumer can legitimately expect for digital content or digital services of the same type, given the nature of such content or services as well as public statements made by the professional, by any person upstream in the transaction chain, or by a person acting on their behalf, including in advertising or on labeling.

II.- However, the professional is not bound by any public statements mentioned in the last paragraph of I if they demonstrate:

1° That they did not know them and were legitimately not in a position to know them;

2° That at the time of the conclusion of the contract, the public statements had been corrected under conditions comparable to the initial statements; or

3° That the public statements could not have influenced the decision to contract.

III.- The consumer cannot contest conformity by invoking a defect concerning one or more particular characteristics of the digital content or digital service, of which they were specifically informed that they deviated from the conformity criteria set forth in this article, a deviation to which they expressly and separately consented at the time of the conclusion of the contract."

4 - Delivery times:

Delivery times are indicated based on the availability of supply from Nikyros LLC. Except in cases of force majeure (war, riot, fire, total or partial strike), in the event of a delivery delay exceeding 30 days after the indicative delivery date, the buyer will have the option to cancel their order with the Seller, without being able to claim any compensation whatsoever (Article L. 441-13 of the Commercial Code).

5 - Returns:

Any software return must be subject to a formal agreement between Nikyros LLC and the buyer (Article R. 111-1 of the Consumer Code).

6 - Warranty:

Nikyros LLC will take the greatest care in executing the order and in the quality of the software. In the event of a defect recognized by the seller, the latter's obligation will be limited to replacing or refunding the defective services, without any other compensation. Excluded from the warranty are defects and damage resulting from use under abnormal conditions or use not in accordance with the nature, prescriptions, or fitness for use of the software (Article R. 111-1 of the Consumer Code, paragraph 3).

You benefit from a period of two years from the delivery of the software to obtain the implementation of the legal guarantee of conformity in the event of the appearance of a lack of conformity. During this period, you are only required to establish the existence of the lack of conformity and not the date of its appearance.

When the sales contract for the software provides for the supply of digital content or a digital service continuously for a period exceeding two years, the legal guarantee is applicable to this digital content or digital service throughout the planned supply period. During this period, you are only required to establish the existence of the lack of conformity affecting the digital content or digital service and not the date of its appearance. For these services, the legal guarantee of conformity entails an obligation for the professional to provide all updates necessary to maintain the compliance of the software.

You have the right to choose between repairing or replacing the software within thirty days of your request, free of charge and without major inconvenience to you. Any software repaired under the legal guarantee of conformity benefits from a six (6) month extension of this guarantee.

If you request the repair of the artificial intelligence, but its replacement is imposed on you, the legal guarantee of conformity is renewed for a period of two years from the date of the software's replacement.

You can obtain a reduction in the purchase price while keeping the software or terminate the contract by being fully refunded against return of the software, if:

(i) The professional seller Nikyros LLC refuses to repair or replace the software;

(ii) The repair or replacement of the software takes place after a period of thirty days;

(iii) The repair or replacement of the software causes a major inconvenience to you, particularly if you definitely bear the costs of taking back or removing the non-compliant software, or if you bear the installation costs of the repaired or replacement software;

(iv) The non-conformity of the software persists despite the seller's unsuccessful attempt to bring it into conformity.

You are also entitled to a reduction in the price of the software or to the resolution of the contract when the lack of conformity is so serious that it justifies the price reduction or the resolution of the contract being immediate. You are then not required to request the repair or replacement of the software beforehand.

You are not entitled to the resolution of the sale if the lack of conformity is minor.

Any period of immobilization of the software with a view to its repair or replacement suspends the warranty that remained to run until the delivery of the repaired software.

The rights mentioned above result from the application of Articles L. 217-1 to L. 217-32 of the Consumer Code.

The seller Nikyros LLC who obstructs in bad faith the implementation of the legal guarantee of conformity incurs a civil fine of a maximum amount of 300,000 euros, which may be increased up to 10% of the average annual turnover (Article L. 241-5 of the Consumer Code).

You also benefit from the legal warranty against hidden defects pursuant to Articles 1641 to 1649 of the Civil Code, for a period of two years from the discovery of the defect. This warranty gives the right to a price reduction if the software is kept or to a full refund against return of the software.

7 – Payment:

Unless special conditions apply, Nikyros LLC's invoices are payable from the date of delivery. In the event of late payment, the seller may suspend all ongoing orders. Any sum unpaid on the due date appearing on the invoice automatically results in the application of penalties of an amount equal to one and a half times the legal interest (Article L. 441-12 of the Commercial Code).

These penalties will be payable upon simple request from Nikyros LLC. No discount is accepted for early payment. A 10% discount is granted for any cash payment (Article L. 441-11 paragraph 1 of the Commercial Code).

An invoice showing VAT can be sent to the buyer, upon simple request of the latter addressed to Nikyros LLC.

As payment for the Subscription service identified in Article 2 above, it is also possible to use payment by bank transfer.

8 - Termination clause:

In the event of non-payment, forty-eight hours after a formal notice has remained unsuccessful, the sale will be terminated automatically by Nikyros LLC, which may request in summary proceedings the restitution of the software without prejudice to any other damages. The sums remaining due for other deliveries will become immediately payable if the seller does not choose to terminate the orders corresponding to the services and software related thereto (Article L. 441-16 of the Commercial Code).

9 - Retention of title:

The services sold remain the exclusive property of Nikyros LLC until full payment of their price (Article L. 715-1 of the Intellectual Property Code). Use of the service will prove impossible in the event of non-payment of the price for using the software or termination of the subscription by the user.

10 - Jurisdiction:

Any dispute relating to these presents shall be the exclusive jurisdiction of the courts of the canton of Geneva (in accordance with Swiss law regarding choice of forum between professionals).

In general, an attempt at amicable conciliation will be sought before any introduction of legal action in order to resolve any potential dispute.