General Terms of Use

Version in force: April 2026

These general terms apply exclusively to the contractual relationship between HITECH GROUP and its professional clients (hoteliers and hotel operators). They do not apply to consumers within the meaning of the French Consumer Code.

Article 1 – Service Provider Identification

The Solution is developed, edited and operated by HITECH GROUP, SASU with share capital of €5,000, whose registered office is located at 2323 Chemin de Saint-Bernard, 06220 Vallauris, France, registered with RCS Antibes under number 101 382 752 (management No.: 2026 B 00458), VAT identification number FR15101382752 (hereinafter "HITECH GROUP", the "Provider" or "HITECH"), operating the trade name NEXO Hotel AI Solutions.

BAL BUSINESS CENTER SARL, a company incorporated under Luxembourg law, having its registered office at 6 Rue d’Arlon, L-8399 Windhof, Luxembourg, registered under Luxembourg RCS number B287804 (hereinafter "BAL"), acts as an authorized distributor of the Solution to hotel establishments. BAL acts exclusively for commercial purposes and does not participate in the design, development or technical operation of the Solution.

General and legal contact: contact@nexo-hotel.com – Tel.: +33 7 55 84 13 20 – Commercial contact: commercial@nexo-hotel.com – Commercial phone: +352 691 291 770

Article 2 – Definitions

For the purposes of these General Terms, the following terms shall have the meanings set out below:

• Agreement: any quotation, purchase order, commercial offer, service or subscription agreement accepted by HITECH GROUP and the Client.

• Client or Hotelier: any natural or legal person acting in the course of its professional activity and subscribing to the Services.

• Data: any information, data, content or instruction provided by the Client in connection with the use of the Solution.

• Solution: the SaaS artificial intelligence platform developed by HITECH GROUP, accessible via nexo-hotel.com or any other channel defined in the Agreement.

• Services: all services provided by HITECH GROUP under the Agreement, including access to the Solution, hosting, maintenance, support and any ancillary services.

• Agreement: the whole formed by these General Terms and any specific agreement concluded between the Parties.

• Parties: HITECH GROUP and the Client jointly.

• End User: any natural person using the Solution via the interface made available by a partner hotel establishment (Client).

Article 3 – Purpose and Scope

These terms govern the entire contractual relationship between HITECH GROUP and the Client relating to access to the artificial intelligence solution intended for the hotel sector, its use, and any ancillary or additional services. They apply to any order, subscription, renewal, account activation, use of modules or request for services.

Unless expressly agreed otherwise in writing, these General Terms shall prevail over any document issued by the Client, including any general purchasing terms. They are accessible at all times on the website nexo-hotel.com and may be modified in accordance with Article 22 of this document.

Article 4 – Formation of the Agreement and Order of Precedence

All offers, brochures, price lists, feature descriptions and presentations provided by HITECH GROUP and/or BAL BUSINESS CENTER, whether orally or in writing, are for informational purposes only and shall not constitute a binding contractual commitment unless confirmed in writing by HITECH GROUP.

The Agreement is deemed to be formed exclusively between HITECH GROUP and the hotel client upon: (i) the Client's written acceptance of the order, quotation or commercial offer; and (ii) written confirmation by HITECH GROUP.

In the event of any conflict between contractual documents, the following order of precedence shall apply: (1) the specific terms set out in the Agreement; (2) these General Terms.

Article 5 – Description of the Services and Allocation of Responsibilities

5.1 Description of the Services

HITECH GROUP provides a SaaS artificial intelligence solution dedicated to hotel management (the "Solution"). BAL BUSINESS CENTER SARL acts exclusively as an authorized distributor of the Solution, responsible for its marketing, promotion and, where applicable, the provision of first-level support to hotel clients.

The Services may include:

• Customer relationship automation

• Booking assistance

• Presentation and sale of ancillary services

• Operational data analysis

• Hotel operations assistance

• Integration with third-party systems (PMS, CRM, channel managers)

• Any other functionality defined in the Agreement

5.2 Allocation of Responsibilities

HITECH GROUP is responsible for: the development, evolution and maintenance of the Solution; hosting and technical security; the provision of the Services; level 2 technical support; and invoicing of the Services.

BAL BUSINESS CENTER is responsible for: the marketing and promotion of the Solution; commercial support and first-level support to clients; and where applicable, coordination between the Client and HITECH GROUP.

HITECH GROUP implements security measures in line with industry standards to protect data and systems against unauthorized access.

Article 6 – Nature of Services – Best Efforts Obligation – AI Specificities

The Services provided by HITECH GROUP are performed under a best-efforts obligation. HITECH GROUP undertakes to implement all reasonable means in accordance with industry standards to ensure the proper functioning of the Solution, without guaranteeing any specific result.

The Solution relies, in whole or in part, on artificial intelligence technologies, including machine learning systems, automated data processing and predictive algorithms. By their nature, these technologies may generate approximate, incomplete or evolving responses. The Client acknowledges this and undertakes not to rely exclusively on the results produced by the Solution for making decisions that engage its liability.

HITECH GROUP reserves the right to evolve the algorithms, models and functionalities of the Solution at any time, in particular to incorporate technical improvements or to comply with new regulatory requirements, subject to informing the Client in due course.

Article 7 – Client Cooperation and Obligations

The Client undertakes to cooperate actively, in good faith and in a timely manner with HITECH GROUP and, where applicable, BAL BUSINESS CENTER. In this respect, the Client shall in particular:

• Provide HITECH GROUP with all information, data, content, access rights, authorizations and documents necessary for the provision of the Services

• Ensure that all transmitted information is accurate, complete and up to date

• Designate one or more competent contacts to oversee the Agreement

• Inform HITECH GROUP of any event likely to affect the proper performance of the Services

• Use the Solution in accordance with its intended purpose and these General Terms

• Not use the Solution for any unlawful, fraudulent or illegal purposes

• Respect the intellectual property rights of HITECH GROUP

• Not attempt to decompile, disassemble, copy or modify the Solution

• Maintain the confidentiality of access credentials and ensure they are not shared with unauthorized third parties

The Client remains solely responsible for the information it provides through the Solution to its own end users, including descriptions, services, pricing, availability and cancellation policies. In the event of a breach by the Client, HITECH GROUP reserves the right to suspend the Services without prejudice to any other action.

Article 8 – Terms of Use – License

Subject to compliance with these General Terms and full payment of all amounts due, HITECH GROUP grants the Client, for the duration of the Agreement, a license to access and use the Solution.

This license is personal, non-exclusive, non-transferable and non-sublicensable. It is strictly limited to the Client's internal business needs, in particular for managing its hotel operations and its relationship with its own end users.

Without prior written authorization from HITECH GROUP, the Client shall not:

• Assign, sublicense, rent, lend or transfer all or part of the license

• Integrate all or part of the Solution into another product or service

• Use the Solution in connection with activities that compete with those of HITECH GROUP

• Extract or reuse the content of the Solution for unauthorized commercial purposes

This license is automatically revoked upon termination of the Agreement, for any reason whatsoever.

Article 9 – Intellectual Property

HITECH GROUP remains the sole owner of all intellectual property rights relating to the Solution, including but not limited to software, source and object code, architectures, databases, interfaces, graphic elements, trademarks, documentation, methodologies, developments, algorithms, artificial intelligence models and know-how.

Artificial intelligence models, their training, evolution and improvements derived from their use remain the exclusive property of HITECH GROUP, including where such evolutions result from the use of the Client's data. Data provided by the Client remains its property, subject to HITECH GROUP's right to use it in accordance with the Privacy Policy.

Any violation of HITECH GROUP's intellectual property rights may result in civil and criminal proceedings.

Article 10 – Term – Renewal – Ordinary Termination

The Agreement is entered into for an initial term defined in the Agreement or quotation accepted by the Client. Unless otherwise specified, it shall be concluded for a period of twelve (12) months from its effective date.

Upon expiry of the Initial Term, the Agreement shall be automatically renewed for successive periods of the same duration, unless terminated by either Party by registered letter with acknowledgment of receipt at least thirty (30) days before the expiry date.

Termination of the Agreement does not entitle the Client to any refund of amounts already paid for the current period, unless expressly provided otherwise. Upon termination, the Client loses all access to the Solution and must cease all use.

Article 11 – Pricing – Price Revision – Additional Work

The Services are provided at the rates communicated by HITECH GROUP at the time of conclusion of the Agreement, as specified in the quotation, commercial offer or any contractual document accepted by the Client. Prices are expressed in euros and exclude taxes. Any applicable taxes, including VAT, shall be charged in addition at the applicable rate.

HITECH GROUP reserves the right to modify its pricing at any time. However, any price change affecting an ongoing Agreement will be notified in writing to the Client at least sixty (60) days before it takes effect. If the Client objects in writing within this period, the Agreement may be terminated at the end of the current period without penalty.

Any additional work requested by the Client and not provided for in the Agreement shall be subject to a prior quotation and written acceptance.

Article 12 – Invoicing – Payment – Invoice Disputes

Billing for the Services is exclusively handled by HITECH GROUP. Invoices are issued according to the schedule defined in the Agreement. Unless otherwise specified, invoices are payable within ten (10) days from the date of issuance. Payment shall be made by any method accepted by HITECH GROUP. No discount shall be granted for early payment.

Any dispute regarding an invoice must be notified in writing within fifteen (15) days of its receipt, stating the grounds for the dispute. After this period, the invoice is deemed accepted by the Client. In the event of a partial dispute, the undisputed amount remains payable within the contractual deadlines.

Article 13 – Late Payment Penalties and Debt Recovery Indemnity

Any amount not paid by the due date shown on the invoice shall automatically give rise, without the need for a reminder, to late payment penalties calculated at three (3) times the statutory interest rate in force on the invoice due date.

In accordance with Articles L.441-10 and D.441-5 of the French Commercial Code, any business in arrears of payment shall automatically owe HITECH GROUP a fixed indemnity for recovery costs in the amount of forty (40) euros.

Where the recovery costs actually incurred exceed this lump sum, HITECH GROUP reserves the right to claim additional compensation, subject to justification.

Article 14 – Order Cancellation – Wrongful Termination – Lump Sum Indemnity

Any order shall be considered firm and final upon validation by the Client and confirmation by HITECH GROUP. Any request for cancellation, modification or postponement must be addressed directly to HITECH GROUP, which is solely authorized to accept or reject such request.

In the event of early termination of the Agreement at the Client's initiative, or termination by HITECH GROUP due to the Client's fault, the Client shall be liable to pay a lump sum indemnity equal to the amounts that would have been due until the end of the current period, without prejudice to any claim for damages.

BAL BUSINESS CENTER, acting as an authorized distributor, is not authorized to accept a cancellation or to release the Client from its contractual obligations towards HITECH GROUP.

Article 15 – Deadlines – Service Availability – Force Majeure

Unless expressly stated otherwise, any timelines communicated to the Client are indicative only. HITECH GROUP shall not be held liable for any delay, unavailability or failure to perform resulting from:

• A force majeure event under applicable law

• Failure, interruption or malfunction of communications networks or electricity

• Malicious acts by third parties (cyberattacks, intrusions, sabotage)

• A decision by an administrative or judicial authority

• A breach by the Client of its own obligations

In the event of force majeure lasting more than thirty (30) consecutive days, either Party may terminate the Agreement without penalty by written notice, subject to amounts already due.

Article 16 – Third-Party Services – Interoperability

The Solution may include, use or interface with third-party services, software, APIs, payment gateways, property management systems (PMS), CRM tools, channel managers, messaging tools or any other solutions provided by third parties (the "Third-Party Services").

These Third-Party Services are provided and operated under the sole responsibility of their respective providers. HITECH GROUP does not guarantee the availability, continuity or security of these Third-Party Services and cannot be held liable for their malfunction or interruption. The Client is solely responsible for compliance with the terms of use of any Third-Party Services used in conjunction with the Solution.

Article 17 – Confidentiality

Each Party undertakes, for the duration of the Agreement and for a period of five (5) years following its expiration or termination, to keep strictly confidential all non-public information of any nature exchanged in connection with the contractual relationship, including but not limited to commercial, financial, contractual, technical, operational or strategic information of the other Party.

Confidential Information shall include in particular: access credentials and passwords, technical data of the Solution, pricing and commercial terms, and any information marked as confidential.

This confidentiality obligation shall not apply to information that: (i) was in the public domain prior to its communication; (ii) entered the public domain through no fault of the receiving Party; (iii) is required to be disclosed by law or court order.

Article 18 – Non-Solicitation – Non-Circumvention

The Client undertakes, during the entire term of the Agreement and for a period of twelve (12) months following its termination for any reason, not to circumvent, directly or indirectly, BAL BUSINESS CENTER and/or HITECH GROUP in connection with the commercial relationship initiated through the Solution.

In particular, the Client shall refrain from:

• Entering into direct contractual relationships with HITECH GROUP or any technical provider involved in the Solution, outside the terms provided for in the Agreement

• Attempting to reproduce, develop or have developed a competing solution based on knowledge acquired through the Solution

• Soliciting or hiring any employee of HITECH GROUP or BAL BUSINESS CENTER without prior written agreement

Article 19 – Personal Data

Each Party undertakes to comply with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR) and any applicable national regulations.

In the context of using the Solution, the Client acts as data controller within the meaning of the GDPR for the processing it implements through the Solution. HITECH GROUP acts as data processor within the meaning of the GDPR. A Data Processing Agreement (DPA) may be concluded between the Parties at the request of either Party.

HITECH GROUP undertakes to: process personal data only on the Client's instructions; implement appropriate security measures; not sub-process without the Client's prior agreement; assist the Client in meeting its GDPR obligations; delete or return data at the end of the Agreement.

For further information, please refer to the Privacy Policy below.

Article 20 – Liability – Limitation – Indemnification

HITECH GROUP is bound by a general obligation of reasonable care and best efforts in the provision of the Services. Subject to mandatory legal provisions, HITECH GROUP shall not be held liable for any indirect, incidental, consequential or special damages, including but not limited to loss of revenue, loss of business, loss of customers, reputational damage, loss of opportunity or loss of data not directly attributable to HITECH GROUP.

The total liability of HITECH GROUP under the Agreement is limited to the amounts actually received by HITECH GROUP for the Services subject to the dispute during the twelve (12) months preceding the event giving rise to the damage.

The Client undertakes to indemnify HITECH GROUP and/or BAL BUSINESS CENTER against any damage, cost, penalty or expense resulting from its non-compliance with these General Terms.

Article 21 – Suspension – Termination for Breach

HITECH GROUP reserves the right to immediately suspend, without compensation or prior notice, all or part of access to the Solution, including in the following cases:

• Total or partial non-payment of amounts due

• Security incident or risk affecting the integrity of the Solution

• Unlawful, fraudulent or abusive use of the Services

• Breach of these General Terms

• Infringement of third-party rights

• Serious legal, technical, operational or reputational risk

In the event of a serious or repeated breach by the Client, HITECH GROUP may terminate the Agreement with immediate effect following written notice that has remained without effect for five (5) business days. Termination for the Client's fault does not entitle the Client to any refund and does not release the Client from its financial obligations.

Article 22 – Modification of Terms – Severability – Governing Law – Jurisdiction

HITECH GROUP reserves the right to amend these General Terms in order to reflect any legal, regulatory, technical, economic or operational developments. In the event of a material modification, HITECH GROUP shall inform the Client by any written means at least one (1) month prior to its entry into force. In the absence of written objection from the Client within two (2) weeks, the new terms shall be deemed accepted.

If any provision of these General Terms is found to be void or unenforceable, the remaining provisions shall remain in full force and effect.

These General Terms are governed by French law. Any dispute relating to their interpretation or performance shall fall under the exclusive jurisdiction of the Commercial Court of Nice, subject to mandatory public policy provisions.

PART II – GENERAL TERMS OF USE – END USERS

Version in force: April 2026

These General Terms of Use (the "Terms") govern the use of the artificial intelligence interface (the "Solution") made available to users by a partner hotel establishment. These terms are addressed to individuals using the Solution on a non-professional basis (end users).

Article 1 – Identification and Purpose of the Service

The Solution allows end users (the "Users") to obtain information about the Hotel, ask questions, submit booking or service requests, and more generally interact with digital assistance tools.

The Solution is developed, published and operated by HITECH GROUP, SASU with share capital of €5,000, acting as a technology provider on behalf of the Hotel. BAL BUSINESS CENTER acts exclusively as an authorized commercial distributor.

These Terms are accessible at all times on the relevant Hotel's website and/or on the HITECH GROUP website at nexo-hotel.com.

Article 2 – Respective Roles of HITECH GROUP, BAL and the Hotel

HITECH GROUP provides the technology and software infrastructure enabling the operation of the Solution.

BAL BUSINESS CENTER acts exclusively as an authorized distributor and commercial intermediary in making the Solution available to hotel establishments.

The Hotel remains solely responsible for the information it provides through the Solution, including descriptions, services offered, pricing, availability, cancellation policies, stay conditions and any contractual commitment towards the end User.

Accordingly, any complaint relating to hotel services (booking, billing, stay) must be addressed directly to the relevant Hotel.

Article 3 – Acceptance and Access Conditions

Use of the Solution implies full and unconditional acceptance of these Terms by the User. This acceptance is deemed to be given upon the first use of the Solution.

The User undertakes to use the Solution in accordance with its intended purpose and these Terms, and in particular to provide only accurate, truthful, complete and up-to-date information when interacting with the Solution.

The User shall refrain from any unlawful, fraudulent or abusive use, or any use that may infringe the rights of third parties or compromise the integrity of the Solution. Use of the Solution is reserved for persons who have full legal capacity. Any use by a minor must be done under the supervision of a responsible adult.

Article 4 – Nature of Artificial Intelligence – No Warranty

The User acknowledges that the Solution relies on automated processing and artificial intelligence technologies that may generate approximate, incomplete, inaccurate, delayed or erroneous responses.

The information provided by the Solution is for informational and assistance purposes only and does not constitute personalized advice, nor a guarantee of availability, pricing, booking acceptance, or any contractual commitment on the part of HITECH GROUP or BAL BUSINESS CENTER.

It is the User's responsibility to verify with the relevant Hotel any information obtained through the Solution before making a decision. HITECH GROUP does not guarantee that the Solution's responses are free from errors, bias or omissions.

Article 5 – Bookings – Payments – Hotel Services

Where the Solution enables the initiation of a booking, service request, payment, pre-booking or any operational inquiry, HITECH GROUP acts solely as the technology provider. BAL BUSINESS CENTER acts only as a distributor and commercial intermediary and is not involved in the operational management of bookings or payments.

The Hotel remains solely responsible for the management of bookings, including their confirmation, refusal, modification or cancellation; payments made in this context; and the quality and conformity of the hotel services provided.

Any booking confirmation or contractual commitment to the end User is exclusively the responsibility of the Hotel. The applicable pricing, cancellation and modification conditions are those of the relevant Hotel.

Article 6 – User Obligations

The User undertakes to use the Solution in good faith, in compliance with applicable laws and regulations, public order and these Terms. In particular, the User shall not:

• Use the Solution for fraudulent, abusive, defamatory, unlawful purposes or in a manner that infringes the rights of third parties

• Provide inaccurate, misleading or false information

• Disrupt, attempt to disrupt or compromise the proper technical functioning of the Solution

• Attempt to bypass, disable or hack any security mechanism of the Solution

• Use robots, scrapers or any automated tool to interact with the Solution

• Collect personal data of other users through the Solution

In the event of a violation, HITECH GROUP and/or the Hotel reserve the right to immediately suspend the User's access to the Solution without notice or compensation, and to take any necessary legal action.

Article 7 – Personal Data

Personal data collected through the Solution is processed in accordance with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR). The Hotel acts as data controller for data collected from Users in connection with its services. HITECH GROUP acts as data processor, providing the technology enabling data processing on behalf of the Hotel.

BAL BUSINESS CENTER acts solely as a commercial intermediary and does not determine the purposes or means of processing.

Users have the rights of access, rectification, erasure, restriction, portability and objection provided under the GDPR. These rights may be exercised by contacting the relevant Hotel or HITECH GROUP at: contact@nexo-hotel.com. For full details on data processing, please refer to the Privacy Policy below.

Article 8 – Intellectual Property

All elements composing the Solution, including but not limited to its structure, interfaces, standard texts, databases, logos, graphic elements, functionalities, software, underlying technologies and artificial intelligence components, are protected by the intellectual property rights of HITECH GROUP and/or its partners or licensors.

BAL BUSINESS CENTER does not hold any intellectual property rights over the Solution, except for its own distinctive elements. No license, express or implied, is granted to the User beyond the right of use strictly necessary to use the Solution within the intended scope. Any unauthorized reproduction, modification, extraction or use is strictly prohibited and constitutes an infringement.

Article 9 – Liability

The service is made available to the end User in connection with their stay at a partner hotel establishment, for assistance and information purposes.

HITECH GROUP undertakes to provide the service with due care and in accordance with the standards applicable to digital service providers. HITECH GROUP's liability towards the end User may only be incurred in the event of proven fault causing direct, certain and duly substantiated harm.

In accordance with the French Consumer Code, in particular Article L.212-1, no limitation of liability set out herein shall apply in the event of:

• gross negligence or willful misconduct by HITECH GROUP,

• bodily injury caused to the end User,

• breach of personal data protection under Regulation (EU) 2016/679 (GDPR) and French Law No. 78-17 of 6 January 1978, as amended,

• breach of an essential obligation depriving the contract of its substance,

• and in all cases where the law prohibits limitation or exclusion of liability.

The end User retains in all circumstances the right to exercise remedies under French law, including those under the Consumer Code.

Article 10 – Suspension – Limitation – Access Termination

HITECH GROUP and/or the Hotel reserve the right, at any time and without prior notice or compensation, to suspend, restrict or terminate all or part of access to the Solution, in particular in the event of:

• Unlawful, fraudulent use or use in breach of these Terms

• Attempts to compromise the security or integrity of the Solution

• Abusive or abnormal use of the Solution

• Violation of applicable laws or third-party rights

• Necessary technical maintenance

Article 11 – Modification of Terms – Governing Law – Jurisdiction

HITECH GROUP reserves the right to amend these Terms at any time. The applicable version is the one in force at the time the Solution is used by the User. Users are encouraged to review the updated Terms regularly.

These Terms are governed by French law, without prejudice to any mandatory provisions applicable in the User's country of residence.

In the event of a dispute relating to the use of the Solution, and subject to mandatory public policy provisions, the Parties shall endeavor to find an amicable solution within thirty (30) days. Failing this, the dispute shall be submitted to the competent courts in accordance with applicable procedural rules.