General Terms and Conditions of Sale

11. Financial Terms

This clause governs all billing and payment terms applicable to the Services provided by ViaDialog under the Agreement. It distinguishes implementation fees (BUILD) from recurring operational fees (RUN), and specifies the conditions regarding due dates, late payments, and suspension.

11.1 Billing of Implementation Fees (BUILD)

BUILD fees correspond to the costs of installation, configuration, and integration of the Services. They are billed according to the following schedule:

• 50% upon signature of the Agreement;

• 30% upon delivery of the acceptance testing environment by ViaDialog;

• 20% on the actual go-live date (MEP) or, at the latest, within thirty (30) calendar days following the provision of the acceptance testing environment by ViaDialog.

11.2 Billing of Recurring Operational Fees (RUN)

RUN fees include monthly subscriptions and telecom consumption charges. Their billing is governed as follows:

Triggering of Billing: Billing for monthly subscriptions commences from the actual go-live date of the Services, as formalized by the signature of the acceptance report. In the absence of the signature of the acceptance report within the timeframe specified in the contractual schedule, and unless Article 11.3 below applies, billing shall begin no later than the month following the provision of the acceptance testing environment to the Client by ViaDialog.

Billing Cycle:

• Monthly subscriptions: billed monthly at the end of month N for month N+1;

• Telecom consumption: billed monthly at the end of month N for the elapsed month N.

11.3 Go-Live Postponement Attributable to the Client

In the event of a postponement of the go-live directly and exclusively attributable to the Client — notably due to a delay in providing required information, contractual validations, or the availability of resources necessary for project execution — billing for monthly subscriptions shall be triggered automatically on the go-live date originally scheduled in the contractual planning, without the need for a formal notice to the Client.

ViaDialog will notify the Client in writing upon identifying such a delay and its impact on the initiation of billing. In the event of a delay of mixed origin (jointly attributable to both parties), the parties agree to consult with each other to determine the applicable start date in good faith.

11.4 Payment Terms

Invoices issued by ViaDialog are payable by the Client within thirty (30) calendar days from their date of issue, via direct debit or any other payment method agreed upon in writing between the parties.

All sums paid under the Agreement are firm, final, and non-refundable, including in the event of early termination, unless expressly stated otherwise. No discount will be granted for early payment.

11.5 Late Payment Penalties and Recovery Costs

Any late payment shall automatically, without prior notice, from the day following the due date, incur:

• late payment penalties calculated at three (3) times the statutory interest rate in force, applied to the gross amount (all taxes included) of the sums due;

• a fixed recovery compensation fee of forty (40) euros per unpaid invoice, in accordance with Article L.441-10 of the French Commercial Code.

If the recovery costs actually incurred exceed this fixed amount, ViaDialog reserves the right to claim additional compensation upon submission of supporting documents.

11.6 Suspension and Termination for Non-Payment

In the event of a persistent failure to pay following a formal notice that remains unresolved for a period of fifteen (15) calendar days, ViaDialog reserves the right to:

• suspend access to the Services, without prejudice to the outstanding sums due;

• terminate the Agreement, without prejudice to any other action or remedy.

The suspension of the Services does not suspend the Client's payment obligations.