Terms and conditions of sale

1. Purpose and scope

1.1. These terms and conditions of sale (“the Terms”) govern the relationship between RELOADED (4 route de Peylon, 33380 Mios, France — full identification in the Legal notice) and any professional client (“the Client”) for:

— licences for software modules published by RELOADED (rd* ranges for Niagara and SkySpark, MCP servers);

— services: studies and audits, integration, maintenance and operational condition management (OCM), development to specification;

— memberships of the agentic integrator networks (Niagara, SkySpark);

— licences for third-party software distributed by RELOADED, in particular SkySpark.

1.2. The site and RELOADED's offers are addressed exclusively to professionals acting for the purposes of their business. These Terms do not apply to consumers.

1.3. The Terms form the basis of commercial negotiation. Particular conditions set out in a quote, a proposal or a contract signed by both parties prevail over the Terms. The Client's general purchasing conditions apply only if accepted in writing by RELOADED.

1.4. In the event of translation, the French version prevails.

2. Definitions

— Client account: personal area created on the site after registration.

— Pricing profile: category assigned to the Client account by RELOADED (for example end client, integrator, network member, partner), which determines the applicable prices. [TO BE DECIDED: final list of profiles — decision D20.]

— Selection: set of products, quantities and options assembled by the Client on the site.

— Estimate: summary document generated by the Client from their Selection, without commitment (article 4).

— Quote: commercial proposal issued by RELOADED.

— Order: acceptance of a Quote by the Client under the conditions of article 5.

— Module: software module published by RELOADED.

— Licence: right to use a Module or a third-party software product.

— Maintenance horizon: date up to which the Client is entitled to new versions of a Module (article 7).

— Membership: annual subscription to an agentic integrator network (article 10).

— Seat: a named person benefiting from a Membership.

3. Client account

3.1. [Client accounts are not open at present: this article will apply when they open.] The Selection and the Estimate request are open without a Client account. Access to the prices specific to a Pricing profile requires the creation of a Client account. The Client provides accurate information and keeps it up to date.

3.2. The Pricing profile is assigned and validated by RELOADED; the Client cannot assign it themselves. RELOADED may change a Pricing profile on justified grounds, informing the Client.

3.3. Credentials are personal and confidential. The Client is responsible for their use.

3.4. The prices shown in the Client account are specific to the Client's Pricing profile and confidential. The Client undertakes not to disclose them to third parties.

3.5. RELOADED keeps a history of the actions carried out from the Client account (contact details, Selections, Estimates, enquiries, Orders, downloads) in order to manage the commercial relationship, under the conditions of its Privacy policy. [TO BE UPDATED if browsing tracking is added — CRM-02.]

4. Selection and no-commitment Estimate

4.1. The Client may assemble a Selection and generate an Estimate. The Estimate is neither an offer, nor a Quote, nor an Order: it binds neither the Client nor RELOADED.

4.2. The Estimate is sent automatically to RELOADED, who may contact the Client to clarify their requirement and, where appropriate, send them a Quote.

4.3. Any amounts shown on an Estimate are indicative, established according to the Pricing profile on the day it is generated, excluding tax, and may change until a Quote is issued. [TO BE DECIDED: display of amounts while the price lists are not settled — D02, D20.]

5. Quotes and formation of the contract

5.1. Every sale is the subject of a Quote issued by RELOADED, valid for [TO BE DECIDED: 30] days from its issue.

5.2. The contract is formed when RELOADED receives the Quote accepted by the Client (signature, written approval or purchase order restating the Quote).

5.3. [TO BE ENABLED when online purchasing opens — D14: conditions of the online order, summary, validation, confirmation.]

5.4. Any change to an Order after it is formed requires the written agreement of both parties and may give rise to an amendment.

6. Prices and payment terms

6.1. Prices are expressed in euros, excluding tax, according to the Client's Pricing profile and the Quote. VAT and applicable taxes are added on the invoicing date. Prices are not public.

6.2. Travel and accommodation costs relating to services: [TO BE DECIDED: included or re-invoiced, according to the Quote].

6.3. Payment schedule: [TO BE DECIDED — e.g. licences and memberships payable on order; services according to the schedule in the Quote, deposit of X % on order].

6.4. Payment period: [TO BE DECIDED: e.g. 30] days from the invoice issue date, within the statutory limits (article L441-10 of the French Commercial Code).

6.5. Any late payment automatically gives rise, without prior reminder, to:

— late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points;

— a fixed recovery cost indemnity of 40 euros (article D441-5 of the French Commercial Code), without prejudice to further compensation on production of evidence.

6.6. In the event of non-payment, RELOADED may suspend the performance of services, support and the supply of new versions, after a formal notice that has remained without effect for [TO BE DECIDED: 15] days. That suspension never interrupts the running of Modules already installed (article 7.3).

7. Licences for RELOADED Modules

7.1. Right granted. RELOADED grants the Client a non-exclusive, non-assignable and non-transferable right to use the Module, for its own needs or those of the installation designated in the Quote, within the limits of the Licence (station, number of points, of devices or of seats, depending on the Module). [TO BE DECIDED: the integrator's right to install the Module at its own end client and to assign use to that client.]

7.2. Perpetual licence to run, and maintenance horizon. The Licence is granted for an unlimited term for running the version acquired. It includes the right to new versions up to the Maintenance horizon. Beyond that, versions published after that horizon are not covered; renewing maintenance extends the horizon.

7.3. Continuity of operation. Reaching the Maintenance horizon, not renewing maintenance, or non-payment do not stop installed versions from running. [TO BE APPROVED: commitment subject to the technical implementation of the licence model.]

7.4. Restrictions. Unless authorised in writing, the Client undertakes not to copy the Module beyond the needs of the Licence, not to decompile it or reverse-engineer it (subject to statutory exceptions), not to redistribute it, not to sub-license it, and not to circumvent the licensing mechanism.

7.5. Ownership. RELOADED remains the owner of the Modules, of their code, of their documentation and of the associated resources (sheets, guides, knowledge base, procedures, templates, rule sets).

7.6. Environment. The Module runs on the platform versions stated in its product sheet (e.g. Niagara 4.13 and later, SkySpark 4.0). The Client is responsible for the licence, the version and the maintenance of the platform on which the Module is installed.

8. Agentic modules and actions on installations

8.1. The agentic modules (MCP servers) allow an assistant chosen by the Client to query an installation and propose actions. No write action on an installation is carried out without validation by an operator designated by the Client; actions are logged.

8.2. The Client chooses and operates their assistant and their artificial intelligence provider, under their own responsibility and according to that provider's terms.

8.3. The Client remains solely responsible for operating their installations and for the actions validated by their operators. RELOADED acts as integrator and publisher, not as operator of the Client's installations.

9. Third-party software and SkySpark distribution

9.1. RELOADED is a SkySpark distributor for France and French-speaking Switzerland, under a direct contract with SkyFoundry. SkySpark licences and other third-party software (including Niagara) are subject to their publisher's licence terms, which the Client accepts.

9.2. Warranties and maintenance for third-party software are those of its publisher; RELOADED passes them on and, according to the Quote, provides first-level support.

9.3. [TO BE DECIDED: conditions for selling SkySpark licences outside the distribution territory.]

10. Membership of the agentic integrator networks

10.1. Purpose. Membership gives access, for the term subscribed and for the chosen network (Niagara or SkySpark, each being the subject of a separate Membership): to the network's MCP servers under licence, updates included; to the network's knowledge base; to the resources (procedures, templates, rule sets), distributed and versioned; to the self-paced training paths; to support; and to a discount on Module Licences purchased during the Membership.

10.2. Seats. Membership is subscribed per Seat; additional Seats may be added. The Client's software agents work under the Seat of the person accountable for them and do not constitute Seats.

10.3. Term and renewal. Membership is annual, with no tacit renewal. It is renewed by an explicit order from the Client; RELOADED informs the Client two months before expiry.

10.4. Support. Support is available through a single ticket channel. RELOADED undertakes to give a first response within two working days; resolution is an obligation of means. No certification is required to open a ticket.

10.5. Language. The training paths, the knowledge base, the resources and the support are in French. [TO BE DECIDED: availability in English — decision D19.]

10.6. No exclusivity. Membership confers no territorial or sector exclusivity.

10.7. Use of resources. The resources and the knowledge base are reserved for the member's internal use on their own projects; redistributing them is prohibited.

10.8. End of Membership. When an unrenewed term expires, access to the MCP servers, to the knowledge base, to the resources and to the training ends; Module Licences already acquired continue to run (article 7.3).

10.9. [TO BE COMPLETED: prices per network and per Seat — price list settled internally, communicated in the Client account or the Quote, not published.]

11. Services

11.1. Scope. Services (studies and audits, integration, maintenance and OCM, development to specification) are carried out according to the scope, the deliverables and the schedule in the Quote.

11.2. Obligation of means. Unless an obligation of result is expressly stipulated in the Quote, RELOADED is bound by an obligation of means.

11.3. Client cooperation. The Client provides in good time the necessary information and documents (brief, specification, functional analysis, points lists, access to the installations, to the networks and to the information system, contacts). Delays attributable to the Client push back the schedule accordingly.

11.4. Acceptance testing and acceptance. Deliverables are accepted according to the terms of the Quote; failing that, they are deemed accepted in the absence of reasoned written reservations within [TO BE DECIDED: 15] days of their delivery.

11.5. Maintenance and OCM. The content of maintenance and OCM (version upgrades, licence management, support, on-call duty) and any service levels are defined in the maintenance contract. In the absence of service levels written into that contract, no response time is guaranteed.

11.6. Development to specification. Preliminary studies (pre-SPEC, PLAN, DEV) are services in their own right and may conclude that development should not go ahead. Implementation is invoiced on a time-spent or fixed-price basis according to the Quote. [TO BE DECIDED: ownership of and rights over code developed specifically — assignment to the Client, licence, or RELOADED ownership with a right of use.]

11.7. Subcontracting. RELOADED may subcontract all or part of a service, remaining responsible for its performance towards the Client.

12. Warranties

12.1. RELOADED warrants that the Modules operate in accordance with their documentation for [TO BE DECIDED: 3 months] from the date they are made available. The warranty is limited, at RELOADED's option, to correction, workaround or supply of a corrected version.

12.2. Excluded from the warranty: use not in accordance with the documentation, unauthorised modifications, failures of the platform, of the hardware, of the network or of third-party software, and unsupported environments.

13. Liability

13.1. RELOADED may be held liable only in the event of proven fault. RELOADED is not liable for indirect damage, in particular loss of operation, of turnover, of data, of expected savings, or harm to reputation.

13.2. The energy savings, drifts detected and gains presented on the site, in the simulators or in the Estimates are indicative and depend on the existing installation, on how it is operated and on external factors; they do not constitute an obligation of result, unless expressly stipulated in the Quote.

13.3. For all causes combined, RELOADED's liability is limited to the amount excluding tax actually paid by the Client under the Order concerned [TO BE DECIDED: or of the last twelve months for recurring contracts].

13.4. These limitations do not apply in the event of gross negligence or wilful misconduct, nor to personal injury.

14. Force majeure

No party is liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code. If the impediment lasts more than [TO BE DECIDED: 60] days, either party may terminate the Order concerned in writing, without compensation.

15. Confidentiality and references

15.1. Each party keeps the other party's non-public information confidential (technical, commercial, pricing, installation data) during the relationship and for [TO BE DECIDED: 5] years after it ends.

15.2. RELOADED does not cite the Client, its sites or its installations as a reference, in any form whatsoever, without its prior written agreement.

16. Personal data

16.1. RELOADED processes the personal data of the Client's contacts in order to manage the commercial relationship, under the conditions of its Privacy policy.

16.2. Where, as part of a service or hosting arrangement, RELOADED processes personal data on behalf of the Client (for example occupancy or user data sent up by an installation), the parties enter into the processing agreement provided for in article 28 GDPR. [TO BE COMPLETED: template processing agreement.]

17. Termination

17.1. In the event of a serious breach by one party that is not remedied [TO BE DECIDED: 30] days after formal notice, the other party may terminate the Order concerned automatically, in writing, without prejudice to damages.

17.2. Termination does not affect perpetual Licences already paid for, nor sums due for services already performed.

18. Applicable law and disputes

18.1. These Terms are governed by French law.

18.2. The parties seek an amicable solution before any action. Failing that, any dispute falls within the exclusive jurisdiction of the [TO BE DECIDED: commercial court (or economic activities court) with jurisdiction in the district of RELOADED's registered office], including where there are several defendants or a warranty claim.

19. Changes to these terms

RELOADED may amend these Terms. The applicable Terms are those in force on the date of the accepted Quote or of the Order.