Sales Terms

This document is legally binding in French only, as required by French law. This English translation is provided for information purposes. For questions, contact support@scell.io.

Preamble

These Terms of Sale (hereinafter the "Terms") apply to all service agreements concluded between:

The Provider: QR Communication SAS Simplified joint-stock company with a share capital of EUR 5,000 Paris Trade and Companies Register 940 163 496 Intra-EU VAT: FR43940163496 Registered office: 23 rue de Richelieu, 75001 Paris, France Legal representative: Joëlle Azogui, President Email: contact@qrcommunication.com Phone: +33 1 88 83 34 51

And the Client: Any individual or legal entity acting in a professional capacity wishing to use the services offered by the Scell.io platform.

These Terms prevail over any other document of the Client.

Article 1 - Definitions

• Provider: QR Communication SAS, publisher of the Scell.io platform
• Client: any individual or legal entity acting professionally and using the Services
• Services: electronic invoicing and electronic signature services offered via the Scell.io API
• Credits: prepaid units of value enabling use of the Services
• API: the programming interface enabling access to the Services

Article 2 - Purpose

The purpose of these Terms is to define the conditions of sale of the Services offered by the Provider to the Client via the Scell.io platform.

Article 3 - Services offered

3.1 Electronic invoicing

The Provider offers a service for generating and validating electronic invoices compliant with the standards:

• Factur-X (Franco-German standard based on PDF/A-3)
• UBL (Universal Business Language)
• CII (Cross Industry Invoice)

This service includes:

• Generation of invoices in the formats listed
• Compliance validation
• Legal archiving (10 years)
• Transmission to partner dematerialization platforms

3.2 Simple electronic signature (EU-SES)

The Provider offers a simple electronic signature service compliant with the European eIDAS regulation (EU) 910/2014. This service includes:

• Creating signature requests
• Sending invitations to signatories (email and/or SMS)
• Collecting signatures
• Generating the evidence file
• Archiving signed documents

Important: The simple electronic signature (EU-SES) does not have the same legal value as an advanced or qualified electronic signature. It is suited to low legal-risk documents.

Article 4 - Pricing

4.1 Pricing model

The Services are billed on a usage basis under the prepaid model (credits purchased in advance).

4.2 Current prices (excl. VAT)

Service	Unit price excl. VAT
Electronic invoice (Factur-X/UBL/CII)	EUR 0.04
Simple electronic signature (EU-SES)	EUR 1.20

Indicative prices; see your client area for current prices.

4.3 Additional fees

• Storage and archiving: included in the service price
• Technical support: included
• Access to the API and documentation: free

4.4 Price changes

Prices may be changed by the Provider. Any price change will be communicated to the Client with 30 days' notice. Credits already purchased retain their initial value.

Article 5 - Purchasing credits

5.1 Credit packs

Credits may be purchased in packs or by free amount:

Pack	Amount excl. VAT	Credits included
Starter	EUR 50	EUR 50 of credits — approximately 1,250 invoices, no bonus
Pro	EUR 200	EUR 210 of credits (+5% bonus) — approximately 5,250 invoices
Business	EUR 500	EUR 540 of credits (+8% bonus) — approximately 13,500 invoices
Enterprise	EUR 1,000	EUR 1,100 of credits (+10% bonus) — approximately 27,500 invoices

5.2 Credit validity

Credits are valid for 12 months from their purchase date. After this period, unused credits expire and cannot be refunded.

5.3 Non-refund

Unless otherwise provided in a specific contract, purchased credits are non-refundable.

Article 6 - Payment terms

6.1 Accepted payment methods

• Bank card (Visa, Mastercard, American Express)
• Bank transfer (for orders over EUR 500 excl. VAT)
• SEPA direct debit (on request, for Enterprise clients)

6.2 Payment security

Bank card payments are secured by our payment provider Stripe, certified PCI-DSS level 1.

6.3 VAT

The applicable VAT is 20% (rate in force in mainland France). A professional Client located in another EU member state and holding a valid intra-EU VAT number will be billed excl. VAT (reverse charge).

6.4 Invoicing

An invoice is automatically issued for each credit purchase. It is available in the client area and sent by email. Invoices comply with the Factur-X format.

Article 7 - Service delivery

7.1 Provision

The Services are made available immediately after payment validation and Account creation.

7.2 API access

API access is available 24/7, subject to maintenance operations.

7.3 Service levels (SLA)

Indicator	Target
Monthly availability	99.5%
API response time (p95)	< 2 seconds
Critical incident resolution time	< 4 hours

In the event of an SLA breach, the Client may request compensation credits in proportion to the unavailability.

Article 8 - Right of withdrawal

8.1 Exclusion of the right of withdrawal

In accordance with Article L221-28 of the French Consumer Code, the right of withdrawal does not apply to:

• Service contracts fully performed before the end of the withdrawal period
• Contracts for the supply of digital content not provided on a tangible medium where performance has begun with the consumer's prior consent

8.2 Explicit consent

When purchasing credits, the Client expressly acknowledges:

• That performance of the service may begin immediately
• That they waive their right of withdrawal once the service has been used

Article 9 - Warranties

9.1 Compliance warranty

The Provider warrants that the Services comply:

• With the announced technical standards (Factur-X, UBL, CII, eIDAS)
• With applicable French and European regulations
• With ISCA certification (Trust and Archiving Services Infrastructure)

9.2 Availability warranty

The Provider undertakes to maintain availability of the Services in accordance with the SLA defined in Article 7.3.

9.3 Warranty exclusion

The Provider does not warrant:

• Suitability of the Services for an unintended particular use
• Compatibility with all of the Client's systems
• The complete absence of bugs or errors

Article 10 - Liability

10.1 Provider liability

The Provider is liable for direct damages caused by a breach of its contractual obligations, up to the amount of sums paid by the Client over the last 12 months.

10.2 Exclusion of liability

The Provider may not be held liable for:

• Indirect damages (loss of revenue, data loss, reputational harm, etc.)
• Damages resulting from a force majeure event
• Damages related to non-compliant use of the Services
• The content of documents processed by the Client

10.3 Force majeure

Force majeure events are unforeseeable, irresistible events beyond the control of the parties, such as: natural disasters, pandemics, wars, strikes, telecommunications network failures.

Article 11 - Archiving and retention

11.1 Retention period

The Provider archives the documents processed for the following periods:

• Electronic invoices: 10 years (in accordance with Article L123-22 of the French Commercial Code)
• Signed documents: 10 years or a specific period provided in the contract

11.2 Document integrity

Archiving guarantees the integrity and legibility of documents throughout the retention period.

11.3 Data return

In the event of termination, the Client has 30 days to export their data. After this period, data may be deleted (subject to legal retention obligations).

Article 12 - Intellectual property

12.1 Provider's rights

The Platform, its source code, documentation and all components remain the exclusive property of the Provider.

12.2 Client's rights

The Client retains full ownership of the documents they process via the Services.

12.3 License of use

The Provider grants the Client a non-exclusive, non-transferable license of use, limited to the term of the contract, for use of the Services.

Article 13 - Confidentiality

13.1 Confidentiality undertaking

Each party undertakes to keep confidential the other party's information of which it may become aware in the course of performing the contract.

13.2 Data protection

The processing of personal data is governed by our Privacy Policy, available at: https://scell.io/confidentialite

Article 14 - Termination

14.1 Termination by the Client

The Client may terminate their Account at any time from their client area, without notice or penalty.

14.2 Termination by the Provider

The Provider may terminate the Client's Account in the event of:

• Breach of the Terms of Use or Terms of Sale
• Fraudulent or unlawful activity
• Non-payment

A 15-day notice period will be observed, except in the event of serious breach.

14.3 Effects of termination

Termination results in:

• The end of access to the Services
• No return of unused credits (unless otherwise agreed)
• Retention of data in accordance with Article 11

Article 15 - Governing law and disputes

15.1 Governing law

These Terms are governed by French law.

15.2 Mediation

In the event of a dispute, the Client may use the consumer mediator free of charge.

15.3 Competent jurisdiction

Failing amicable resolution within 30 days, any dispute relating to the interpretation or performance of these Terms will be submitted to the exclusive jurisdiction of the courts of Paris.

Article 16 - Miscellaneous

16.1 Entire agreement

These Terms, together with the Terms of Use, constitute the entire agreement between the parties.

16.2 Amendment

The Provider reserves the right to amend these Terms. Amendments will be notified to Clients with 30 days' notice.

16.3 Severability

The nullity of one clause does not affect the validity of the other clauses.

Article 17 - Contact

For any question relating to these Terms:

QR Communication SAS Email: support@scell.io Phone: +33 1 88 83 34 51 Address: 23 rue de Richelieu, 75001 Paris, France

Article 18 - International invoicing

18.1 Support for non-French parties

The electronic invoicing Services support transactions involving parties established outside France. The Factur-X, UBL and CII formats comply with the European standard EN 16931 and allow invoices to be issued in an international context.

18.2 Client responsibility

The Client is responsible for the compliance of their invoices with the tax and accounting regulations applicable in the relevant jurisdictions. The Provider supplies the technical generation and validation tools compliant with European standards.