General terms of sale.

These Terms of Sale (the "Terms") govern the supply, by subscription, of the software and services of Winaity, a SAS with a share capital of €10,000, registered with the RCS Créteil 992 181 230, whose registered office is at 16 avenue Louison Bobet, 94120 Fontenay-sous-Bois, France (VAT FR53 992 181 230), reachable at contact@winaity.com and on +33 1 70 13 24 41 ("Winaity").

They apply to the software of the Winaity Suite (Winaity Call, Winaity Desk, Winaity Connect, and Winaity AI, as well as Pro-win), subscribed alone, bundled or within the Suite (the "Service").

They apply to every customer, business (a natural or legal person acting for its trade) or consumer (a natural person acting outside any trade). The provisions specific to consumers are marked as such and prevail, for them, over any other clause.

The customer expressly accepts the Terms in force on the day of the order by ticking the box provided before paying. For a business, specific conditions or a signed quote may supplement or amend the Terms.

Service

the software and features of the Winaity Suite made available online

Plan

a plan of one piece of software (for example Winaity AI Pro), a bundle of several, or the Suite

Subscription

access to the Service under one or more Plans, for a renewable monthly or yearly period

Winaity account

the personal account, protected by a login and a password, that gives access to the client area and the software

Client area

the part of the site where the customer sees their subscriptions, invoices and usage, and manages their subscription

The customer chooses one or more Plans and a billing period (monthly or yearly), signs in to their Winaity account or creates it, and enters their details. Online sales are open to consumers and businesses in every country, except French overseas territories and consumers in the United Kingdom and the Isle of Man, who order on a quote.

Before paying, the customer sees the summary of the order (Plans, billing period, price excluding VAT, VAT and price including VAT) and can correct it.

A consumer who wants the Service to start immediately, before the withdrawal period ends, expressly asks for it by ticking the box provided (article L221-25 of the French Consumer Code). Without this request, a consumer's order cannot be completed online.

The contract is concluded on payment of the first instalment. Winaity confirms it by email, with the invoice and, for a consumer, a reminder of the right of withdrawal and the form in the appendix.

Winaity may refuse an order for a legitimate reason, notably a previous dispute, a payment default or a use contrary to the terms of use.

Prices are shown in euros, including VAT (French VAT at the applicable rate), with their amount excluding VAT. They are those shown on the day of the order. French VAT applies in France and in the European Union; it does not apply to a business established in another EU country that gives a valid VAT number (reverse charge), nor to a customer established outside the European Union: the price paid is then the price excluding VAT, and the invoice carries the corresponding legal statement.

Winaity may change its prices. A new price only applies to a current subscription from its renewal, after the customer has been informed by email at least one month before; a customer who refuses it may cancel before the renewal, at no cost.

Promo codes apply under the conditions announced with them (duration, Plans concerned). Unless stated otherwise, they cannot be combined or exchanged.

Payment is made online, by card, Apple Pay, Google Pay or Link, on a secure form of the payment provider Stripe; Winaity never has access to the card number.

The first instalment is paid with the order. The following ones are charged automatically on each monthly or yearly renewal date, to the payment method on file, which the customer can change at any time from their client area.

If a payment fails, new attempts are made in the following days and the customer is invited to settle the instalment or update their payment method. After two failures, access to paid features may be suspended; if payment still fails at the end of the reminders, the subscription is terminated and the customer moves to the software's free plan where there is one.

Businesses: any late payment automatically incurs penalties at three times the legal interest rate and a fixed recovery fee of €40 (articles L441-10 and D441-5 of the French Commercial Code).

An invoice is issued for each payment (instalment, plan change, purchase of options or credits). It is sent by email and remains available in the client area. A refund gives rise to a credit note.

The subscription is concluded for the chosen period, one month or one year, and renews automatically for a period of the same length unless cancelled.

The customer may cancel at any time from their client area ("My subscription", then "Cancel at period end"), without reason or cost. Cancellation takes effect at the end of the current period, already paid: the customer keeps access until then, no further payment is taken, and they move to the free plan where there is one. They may withdraw the cancellation before that date. No refund is due for the current period, except on withdrawal (article 9).

Consumers, yearly subscription: Winaity informs the consumer by email, no earlier than three months and no later than one month before the end of the yearly period, of the option not to renew (article L215-1 of the French Consumer Code).

Winaity may terminate the subscription in the event of a serious breach by the customer (non-payment after reminders, fraudulent or unlawful use, harm to the security of the Service), after a formal notice that has remained without effect for fifteen days, save in an emergency.

The customer may change Plan or billing period at any time from their client area. Before confirming, they see the exact amount to pay and the effective date.

• Upgrade (a more expensive Plan, adding software, switching to yearly): effective immediately; the customer pays the prorated difference for the rest of the current period, then the new price at each renewal.
• Downgrade (a cheaper Plan, removing software, switching to monthly): effective at the next renewal; nothing is refunded for the current period, and the customer keeps their current Plan until then.

A customer cannot subscribe twice to a Plan covering the same software: they change Plan instead. If the payment of an upgrade is declined, nothing is changed.

The consumer has fourteen days from the conclusion of the contract, that is the payment of the order, to withdraw, without giving any reason (article L221-18 of the French Consumer Code).

To exercise it, they inform Winaity of their decision before the period expires, by an unequivocal statement: from their client area ("My subscription", then "Withdraw"), by email to contact@winaity.com, or using the form in the appendix.

A consumer who asked for the immediate start of the Service (article 3) and withdraws pays an amount proportionate to the service provided until they communicated their decision (article L221-25 of the French Consumer Code). Winaity refunds the rest no later than fourteen days after being informed of the decision, using the payment method used for the order, at no cost.

The right of withdrawal does not apply to businesses.

Winaity provides the Service diligently and in accordance with good practice, under a best-efforts obligation as to its availability and performance. The limits of each Plan (conversations, agents, contacts, storage…) are those described on the Plan's page on the day of subscription.

• Use the Service in accordance with its purpose, these Terms and the terms of use
• Provide accurate information and keep their payment method up to date
• Keep their login details confidential
• Comply with applicable regulations, notably on commercial prospecting and data protection

Winaity processes the customer's personal data in accordance with its privacy policy. Payment data is processed by Stripe.

Consumers: they benefit from the legal warranty of conformity of digital content and services (articles L224-25-1 et seq. of the French Consumer Code). Nothing in these Terms limits the rights the law grants them.

Businesses: Winaity is not liable for indirect damage, such as loss of business, revenue, data or opportunity. Its liability, on any ground, is limited to the amounts paid by the customer over the twelve months preceding the event giving rise to it.

Neither party shall be liable for a failure to perform its obligations resulting from force majeure within the meaning of article 1218 of the French Civil Code.

Winaity may change the Terms. The applicable Terms are those accepted when ordering; a new version only applies to a current subscription at its renewal, after the customer has been informed at least one month before.

Any complaint should be sent to contact@winaity.com.

Consumers: after a written complaint that has not received a satisfactory answer, the consumer may refer the matter free of charge to a consumer mediator, under articles L611-1 et seq. of the French Consumer Code; Winaity provides the details of its mediator on request.

These Terms are governed by French law. Businesses: failing an amicable settlement, the courts of Paris have exclusive jurisdiction. Consumers: the competent court is determined under the ordinary rules.

Please complete and return this form only if you wish to withdraw from the contract.

To Winaity, 16 avenue Louison Bobet, 94120 Fontenay-sous-Bois, France — contact@winaity.com:

I hereby give notice that I withdraw from the contract for the supply of the following service:

• Subscription (reference ABO-…):
• Ordered on:
• Name of consumer:
• Address of consumer:
• Email of the Winaity account:
• Signature of consumer (only if this form is notified on paper):
• Date: