Terms and Conditions of Service

Updated on: September 16, 2025

These General Terms and Conditions of Service (hereinafter referred to as the "GTC") govern the contractual relationship between Charlie Solutions, a simplified joint stock company with its registered office at 225 rue des Templiers, 59000 Lille, France, registered with the Lille Métropole Trade and Companies Register under number 888 912 722 (hereinafter referred to as "Charlie Solutions") and the Customer (as described in the order form, quote, or any document issued in connection with the performance of the services).

The Customer and Charlie Solutions are hereinafter referred to collectively as the "Parties" or individually as a "Party."

These GTC are subject to change at any time. These GTC take precedence over all other Customer documents (including orders and general terms and conditions of purchase). They may only be amended by written agreement signed by Charlie Solutions. They replace and cancel any previous oral or written commitments relating to the subject matter of the Contract. The information contained in Charlie Solutions' catalogs, brochures, website, and price lists is provided for information purposes only and is subject to change at any time. Charlie Solutions reserves the right to make any changes it deems necessary.

By accepting these GTC, the Customer acknowledges that they have read, understood, and agreed to these GTC.

1. Definitions

The defined terms have the following meanings:

Mobile application: mobile version of the main features of the SaaS Platform and application enabling automatic hardware detection.
Purchase Order: proposal to purchase Equipment issued by the Customer to the Company.
IoT sensor: refers to the device used to uniquely identify an asset
Contract: has the meaning set forth in Article 2 hereof.
Quote: refers to the commercial proposal sent to the Customer prior to any order.
IoT gateway: refers to a device that incorporates several technologies enabling useful data to be sent back to the platform.
Equipment: refers to the IoT sensors, IoT trackers, and accessories provided to the Customer.
Online platform/SaaS platform: corresponds to the platform enabling the Customer to remotely retrieve data collected by all Equipment via the internet.
Services: has the meaning indicated in Article 2 hereof.

2. Contractual documents

The signing of the quote by the Customer or the acceptance of the Purchase Order by Charlie Solutions implies full and complete acceptance of the GTC applicable on the date of signature of the Quote or Purchase Order.

Charlie Solutions reserves the right to derogate from certain clauses of these GTC, depending on negotiations with the Customer, by establishing Special Terms and Conditions of Sale specified in the Quote(s) or Purchase Order(s) accepted by Charlie Solutions.

3. Purpose

These GTC, the Quote accepted by the Customer or the Purchase Order accepted by Charlie Solutions constitute the entirety of the commitments existing between the Parties (hereinafter the "Contract").

The GTC replace and cancel any previous oral or written commitments made by the Parties relating to the subject matter of the Contract.

The purpose of these GTC is (i) to define the rights and obligations of the Parties and (ii) the terms and conditions under which Charlie Solutions will perform the following services on behalf of the Client:

the rental or sale of Equipment enabling the tracking of the Customer's tools and/or vehicles/machinery,
the provision of the SaaS Platform and mobile Applications, enabling it to track its tools and/or vehicles/machinery. (hereinafter the "Services") In accordance with Article L. 441-1 III of the French Commercial Code, the GTC constitute the sole basis for commercial negotiations.

The GTC are communicated to the Customer when the Quote is sent. Acceptance of the Quote implies unconditional acceptance of the GTC. Acceptance of these GTC by the Customer is confirmed by signing the Quote. This acceptance must be full and complete. Any acceptance subject to conditions is considered null and void.

Any derogatory clauses must, in order to be valid, be expressly accepted by Charlie Solutions. In the context of the purchase of the Equipment, any modifications requested by the Customer cannot be taken into account, within the limits of Charlie Solutions' capabilities and at its sole discretion, if they are notified in writing at least fifteen (15) days before the scheduled delivery date of the Equipment, after the Customer has signed the Quote or a specific Purchase Order accepted by Charlie Solutions, and specifying any adjustment to the purchase price as a result of said modifications.

4. Duration of the contractual relationship in the context of equipment rental

The contractual relationship resulting from the signing of the Quote by the Customer or the Customer's Purchase Order, accepted by Charlie Solutions, shall have an initial fixed term of three (3) years, unless otherwise specified in the Quote (hereinafter referred to as the "Period").

It shall then be renewed, under the same terms, by tacit agreement for successive periods of one (1) year, unless terminated by one of the Parties by sending the other Party a letter by registered mail or email with acknowledgment of receipt or any extrajudicial document at least three (3) months before the end of the current Contract Period.

Throughout the term of the Contract, any Equipment that is damaged or becomes defective, or more generally, that no longer fulfills its intended purpose due to the Customer's actions, will be replaced by Charlie Solutions at the Customer's sole expense. The Equipment must be returned by the Customer within fifteen (15) working days to the headquarters of Charlie Solutions from the date of notification by the Customer to Charlie Solutions of the occurrence of the events described above. In the event that the Equipment must be replaced during the Warranty period in accordance with the terms of Article 13 hereof, the replacement will be made once Charlie Solutions has received and inspected the equipment. Shipping costs will be borne by the Customer.

At the end of the contractual relationship, the Customer undertakes, under an obligation of result, to return all Equipment rented from Charlie Solutions in perfect working order within FORTY-FIVE (45) working days. In the event that the Equipment is damaged, stolen, or lost, the Customer shall reimburse Charlie Solutions for the cost of the rented Equipment that it cannot return, at the purchase price of the Equipment applied by Charlie Solutions at the time of signing the Contract, as well as the corresponding taxes.

The return of the rented Equipment is an essential condition for Charlie Solutions, which the Customer expressly acknowledges and accepts. Consequently, the aforementioned deadlines are strict deadlines. In the event of a delay in the return of the rented Equipment, Charlie Solutions shall be entitled to demand from the Customer, without prior notice and without the need to complete any legal formalities, the payment of thirty percent (30%) of the total amount of the Equipment not returned as a late payment penalty. This late payment penalty is payable without prejudice to any sums due in the event of non-return of the equipment and the right to suspend or terminate the contractual relationship.

In the event that the collection costs incurred exceed forty (40) euros, Charlie Solutions may request additional compensation upon presentation of supporting documents.

5. Insurance

In the context of renting Equipment, the Customer declares that they have taken out the necessary insurance policies guaranteeing full coverage of the Equipment made available to them by Charlie Solutions.

In particular, the Customer declares and guarantees that they have taken out all insurance policies necessary to guarantee at least:

his civil liability,
damage caused to the rented Equipment,
theft, fire, and
the consequences of climatic events and natural disasters.

The Customer undertakes to provide Charlie Solutions, upon first request, with proof of payment of premiums and to produce an up-to-date insurance certificate covering the value of the rented Equipment.

The Customer undertakes to maintain this insurance coverage throughout the Period.

6. Conditions for price revisions

The price of the Services is stated in euros on the Quote or Purchase Order accepted by Charlie Solutions (hereinafter the "Price").
The Price of the Services will be revised each year, based on the variation in the SYNTEC index published by the SYNTEC federation (hereinafter the "Index") and in accordance with the Revision Formula (as defined below) without the need for prior notification to the Customer (hereinafter the "Price Revision"), to which the Customer fully agrees.

If publication of this Index were to cease, the index replacing it would be applied. In the event of a delay in the publication of the Index, the Client will be required to pay, on a provisional basis, a price equal to the price then in effect; the adjustment and the supplement due will be made as soon as the Index is published.

The Price of Services for a subscription to a lease of Equipment will be revised annually according to the following Revision Formula: P1 = P0 x S1/S0

P0 is the basic price excluding tax (includes the price of services subscribed to by the Customer under the subscription voucher or the voucher replacing it, plus the price of additional services subscribed to by the Customer during the subscription period).
P1 is the price of the Service excluding taxes after applying the Revision Formula.
S1 is the latest SYNTEC index published on the date of application of the Revision Formula.
S0 represents the value of the latest SYNTEC index published on the date of signature of the initial subscription warrant or on the date of the previous revision.

(the "Revision Formula")

7. Financial conditions

Invoices will be issued monthly or annually, payable at the beginning of each subscription period in twelve (12) monthly installments. Invoices will be issued at the beginning of each subscription period, with the first invoice including, where applicable, the amount due for the previous month.

All payments shall be made in euros by bank transfer or SEPA direct debit within thirty (30) days of the invoice date. In the event of direct debit, the Customer undertakes to sign a direct debit mandate for this purpose and shall provide bank details on the day the Contract is signed. Direct debits will be made on the due dates specified in the Quote.

In the event of a delay attributable to the Customer in the fulfillment of their payment obligation, the Customer shall automatically pay Charlie Solutions late payment penalties equal to the ECB base rate plus 10 points, as well as a fixed compensation fee for recovery costs in the amount of forty (40) euros, in accordance with the provisions of Article D.441-5 of the French Commercial Code. In the event that the collection costs incurred exceed forty (40) euros, Charlie Solutions may request additional compensation upon presentation of supporting documents.

8. Obligations of the parties

Charlie Solutions is committed to

provide the Customer with access to the online Platform and the Mobile Management Application;
provide the Customer with the number of Materials indicated on the quote or purchase order accepted by Charlie Solutions, within the specified time frame, even if these are not strict deadlines, as well as;
advise the Customer in its best interests throughout the duration of the contractual relationship, in particular by providing it with all specific information about the Equipment, warning it of any potential difficulties that may arise during its use, and finally providing it with all useful advice for the performance of its Services.

The Equipment rented or sold by Charlie Solutions is deemed to be made available to the Customer in perfect working order.

Under penalty of foreclosure, it shall be incumbent upon the Customer to provide, within fifteen (15) business days of receipt of the rented Equipment, any evidence of the reality of any defects found. The Customer shall give Charlie Solutions every opportunity to ascertain the defects and to remedy them. Charlie Solutions' liability, which must be proven by the Customer, is limited to the replacement, repair, or reimbursement of the equipment that it acknowledges to be defective, not exceeding the value of the rented Equipment, without any other Services or compensation. The choice between replacement, repair, or reimbursement of the defective equipment is left to the sole and entire discretion of Charlie Solutions. In any event, the replacement or change of the Equipment is subject to the written agreement of Charlie Solutions.

The Customer agrees to:

pay for all Services in full under the terms and conditions specified in the Quote or Purchase Order accepted by Charlie Solutions and GSS,
receive the Equipment shipped by Charlie Solutions,
provide Charlie Solutions with all information and documents in its possession that are necessary for the performance of the Services,
comply with the terms of use of the rented or purchased Equipment as set out in the documentation provided by Charlie Solutions, as well as any instructions given by the latter,
report any problems related to the Online Platform, mobile applications, or Hardware (breakage, theft, loss, etc.) to Charlie Solutions,
reimburse Charlie Solutions for any rented Equipment that cannot be returned in the event of loss, theft, or damage, at the cost indicated on the Quote or Purchase Order accepted by Charlie Solutions. The Charlie Connect application is an additional tool made available to the Customer in the quantity indicated on the Quote. It is the responsibility of the Customer and/or users of the application to keep all permissions necessary for its proper functioning active.

9. Online platform

Information about the SaaS Platform is available on the CHARLIE SOLUTIONS website at the following address: https://www.charlie-solutions.com/ in our "Terms and Conditions of Use" section.

10. Availability and service level agreement (SLA)

Charlie Solutions is committed to providing continuous access to its SaaS platform with a monthly availability target of 99.5%, excluding scheduled maintenance periods and cases of force majeure. This calculation does not take into account interruptions due to scheduled maintenance operations, force majeure (within the meaning of Article 1218 of the Civil Code), problems related to the Customer's technical environment or Internet connection, or improper use of the service.

Technical support is available Monday through Friday, from 9:00 a.m. to 6:00 p.m. (Paris time), by email at support@charlie-solutions.com or by phone at 09 78 81 01 46.

Requests are handled according to their level of criticality:

In the event of total service unavailability (critical level), support will be provided within 4 hours, with resolution targeted within 1 business day.
For a key feature that is unavailable (major level), support is provided within 1 business day, with a target resolution within 3 business days.
For partial malfunctions (minor issues), support is provided within three business days, with correction in a subsequent update.

If service availability falls below 99.0% in a given month (excluding the exclusions mentioned), the Customer may request compensation in the form of free service days:

No compensation is provided between 99.0% and 99.5%.
Between 98.0% and 99.0%, one additional day of service may be granted.
Below 98.0%, three additional days of service may be granted.

All requests must be made in writing within 30 days of the end of the month in question. No other form of compensation may be claimed.

11. Intellectual Property

Each Party declares that it is the owner or beneficiary of all intellectual property rights necessary for the performance of the Services or necessary for providing its co-contractor with the elements or tools necessary for the performance of the Services.

As part of the Services and Equipment rental, Charlie Solutions provides the Customer with access to view the data collected by the rented Equipment. This access is available during the Service Period and ceases at the end of that period.

Any unauthorized reproduction by the Customer of the Online Platform or Mobile Application, including after the Services have been provided, will be considered counterfeiting and will result in civil and criminal liability for the Customer.

12. Equipment

The sensors and trackers supplied by Charlie Solutions, whether rented or purchased, are equipped with batteries whose stated battery life is estimated based on the suppliers' charts. This battery life may vary depending on the conditions of use, the environment, and the frequency of data transmission defined by the Customer. Charlie Solutions cannot be held liable if the advertised battery life is not achieved due to these factors.

12.1 Leased equipment

The Equipment made available to the Customer is rented to the Customer for a fee as part of the Services, without any transfer of ownership to the Customer being claimed by the latter.

The Customer undertakes to use this Equipment exclusively for the purpose of performing the Services.

It therefore undertakes not to carry out, either itself or through any of its employees or subcontractors, any intervention of any kind whatsoever, and in particular any opening, modification, or transformation of the Equipment, without the prior written authorization of Charlie Solutions.

The rented Equipment returned by Charlie Solutions will be inspected to ensure that the Customer has used the Equipment for its intended purpose, without damage or tampering.

Any damage resulting or not resulting from unauthorized intervention by the Customer on the rented Equipment shall automatically and without prior formalities result in the application of a penalty equal to the amount of the rented Equipment. As such, Charlie Solutions may advise the Customer on the proper use and regular maintenance of the Equipment, particularly with regard to batteries, the replacement and shipping costs of which shall be borne exclusively by the Customer.

The Customer is required to protect the Equipment from any intentional or unintentional damage by persons who may have access to it. The Customer undertakes to immediately inform Charlie Solutions of any anomalies observed on the Equipment.

In the event of total or partial non-payment of the Price within the agreed time limits, the Company reserves the right to repossess the Equipment without prejudice to its right to claim full payment of the sums due. In this context, the Customer authorizes Charlie Solution representatives to access its premises to recover the Equipment, without requiring prior notification or authorization from the Customer.

12.2 Purchased equipment

The Equipment remains the property of Charlie Solutions until full payment of the Price.

Despite the retention of title clause, the customer shall bear all transport risks as well as any risks that may arise as a result of taking possession of the goods. The customer must therefore take out insurance and bear the costs thereof. The customer is authorized, within the normal course of business, to resell the delivered goods, but may not pledge them or transfer ownership of them as security. In the event of resale, the customer assigns to us all claims arising from the resale to the third-party buyer. The authorization to resell is automatically withdrawn in the event of cessation of payment by the buyer. In the event of damage to the equipment caused by the customer or loss of the equipment, it is the customer's responsibility to notify Charlie Solutions in writing that the equipment is not working so that it is no longer counted among the connected items. The license fee will be reassessed at the end of the month based on the number of items connected to the platform.

13. Guaranteed

13.1 Contractual warranty

In connection with a purchase of the Equipment

The Equipment is warranted for a period of twelve (12) months against any malfunction from the date of delivery of the Equipment (hereinafter the "Warranty") within the limits set forth in Article 13.2 hereof.

It is expressly agreed between the Parties that batteries and accessories for the Equipment are not covered by the Warranty.

In the event that a product supplied by Charlie Solutions does not comply with the Warranty defined above, Charlie Solutions undertakes to repair or replace the Equipment or refund the Customer for the Price paid and collected by Charlie Solutions for the Equipment returned during the Warranty period, provided that:

Charlie Solutions shall be notified immediately by the Customer in writing of the non-conformity of the Equipment with a detailed explanation of any alleged defect;
The allegedly defective Equipment shall be returned and received by Charlie Solutions at the Customer's sole risk and expense.

If the defect is established, Charlie Solutions will have a period of eight (8) weeks to, at its sole discretion:

repair defective Equipment or;
replace the defective Hardware.

Equipment under warranty returned after repair will be shipped postage paid in mainland France or postage due for other destinations.

Notwithstanding the foregoing, in the event that, during the Warranty period, the Equipment is damaged or becomes defective, or more generally, no longer conforms to its intended use, due to the Customer, the Equipment will be replaced by Charlie Solutions, at the Customer's sole expense. As such, replacement will take place once the Equipment has been received and inspected by Charlie Solutions. Shipping costs shall be borne exclusively by the Customer.

In the context of equipment rental

The provisions set forth in the preceding paragraph shall apply throughout the Equipment Rental Period within the limits provided for in Article 13.2 hereof.

13.2 Warranty Limitations

The guarantees offered by Charlie Solutions are excluded for incidents relating to force majeure within the meaning of Article 1218 of the Civil Code, as well as in the following cases:

Normal wear and tear of the Equipment;
Damage or accidents resulting from the Customer's negligence;
A failure to monitor attributable to the Customer or a third party;
Inappropriate maintenance by the Customer;
Failure by the Customer to perform regular maintenance;
Failure to comply with Charlie Solutions' instructions, requirements, and recommendations for storage, inspection, and maintenance of the Equipment;
Failure to comply with applicable safety and environmental regulations;
Abnormal use or use of the Equipment that is not in accordance with its intended purpose;
Defects due to improper storage (uncovered location, damp, corrosive atmosphere, etc.) or inappropriate location;
Defects resulting from technical choices imposed by the Customer;
Intervention by the Customer or a third party on the Equipment: installation or fitting that does not comply with best practices, modification, repair, addition of non-original or remanufactured spare parts without the express prior consent of Charlie Solutions;
The defect, incompatibility, or poor quality of the structure supporting the installed Equipment,
Failure by the Customer to pay the Price in connection with a purchase or a Monthly Payment in connection with a rental; and
More generally, in the event of a defect resulting from the Customer's fault.

In the context of a rental and throughout the Rental Period, in the event that the Equipment is damaged or becomes defective, or more generally, no longer fits for purpose, due to the Customer, the Equipment will be replaced by Charlie Solutions, at the Customer's sole expense. As such, replacement will take place once the Equipment has been received and inspected by Charlie Solutions. Shipping costs will be borne exclusively by the Customer.

14. Liability

It is understood that Charlie Solutions cannot be held liable for damages resulting from an event exclusively attributable to the Customer.

Charlie Solutions is only bound by an obligation of means towards the Customer and provides no guarantee, express or implied, including any guarantee of quality or suitability for a particular use of the Services provided. The Customer declares and acknowledges that the negotiations preceding the order were conducted in good faith and that they had previously received all the necessary and useful information to enable them to make an informed commitment.

Charlie Solutions is liable for bodily injury and property damage caused to the Customer that results directly from its fault, but cannot under any circumstances be held liable, regardless of the type of liability action brought, even if Charlie Solutions has been informed of their possible occurrence, except where otherwise required by mandatory legal provisions, indirect damages, and/or damages sometimes described as indirect, incidental, or special, whether tangible or intangible, consequential or not, including damages resulting from loss of profits, loss of earnings, damage to brand image, loss of orders and customers, loss of data, or loss of use suffered by the Customer or a third party.

As the choice of location, installation, and safekeeping of the Equipment is the responsibility of the Customer, Charlie Solutions cannot under any circumstances be held liable for any malfunction, breakage, or loss of the Equipment.

The transfer of risk associated with the Equipment delivered by Charlie Solutions is made to the Customer upon receipt of the Equipment, regardless of the date of the order and payment thereof.

In any event, and with the exception of bodily injury to persons, Charlie Solutions' financial liability shall be limited to the amount paid annually by the Customer.

The proper functioning of mobile applications provided by Charlie Solutions depends on the permissions and rights granted by mobile phone manufacturers at the time of publication. In the event of a unilateral change in the rules and access rights by these manufacturers, making it difficult or impossible to use the applications optimally, Charlie Solutions cannot be held responsible for any impact this may have on the solution.

15. Termination for cause

In the event of a breach by one of the Parties of its obligations, the other Party may give formal notice to remedy the breach within a maximum period of thirty (30) days, by registered letter with acknowledgment of receipt.

If, at the end of this period of thirty (30) calendar days, the breach has not been or could not be remedied, the other Party may automatically terminate the Contract by registered letter with acknowledgment of receipt, without prejudice to any damages to which it may be entitled.

Termination by either Party requires the Customer to return all Equipment rented from Charlie Solutions in perfect working order.

In the event that the Equipment is damaged, stolen, or lost, the Customer irrevocably agrees to reimburse Charlie Solutions for the full cost of the rented Equipment that cannot be returned, at the cost indicated on the Quote or Purchase Order accepted by Charlie Solutions.

16. Cancellation

The cancellation of an order or the termination of a current Contract shall only be valid with the consent of Charlie Solutions and their written agreement stipulating the terms compensating them for any costs already incurred.

Termination of the Contract shall result in compensation being paid to Charlie Solutions in the form of the entire amount remaining to be paid by the Customer under the current Contract, plus any loss of earnings incurred by Charlie Solutions and interest at the statutory rate.

17. Personal data

Each party undertakes to comply with applicable legislation regarding personal data.

The Customer alone is responsible for data processing within the meaning of French and European legislation.

The Customer shall provide Charlie Solutions with the necessary written instructions for the processing of personal data.

18. Confidentiality

Each Party undertakes to treat as strictly confidential all methods, processes, information, and any documents of the other Party relating to its business (hereinafter referred to as "Confidential Information") and undertakes to ensure that its Personnel or any third party it has appointed makes the same commitment.

The Parties undertake, in particular, that Confidential Information:

(i) be protected and kept strictly confidential and be treated with the same degree of care and protection as they accord to their own confidential information of a similar nature,
(ii) are disclosed internally only to members of their Personnel who need to know the content for the performance of the Contract and who are bound by a confidentiality obligation in terms at least as restrictive as these provisions, and that such Confidential Information is used by them only for the purpose defined in this Contract,
(iii) are not disclosed, or likely to be disclosed, either directly or indirectly, to any third parties or persons other than those mentioned in (ii) above,
(iv) not be used, in whole or in part, for any purpose other than that defined in this Agreement without the prior written consent of the Party that disclosed them.

This obligation shall remain in force for the duration of the Services, as indicated on the last quote or purchase order accepted by Charlie Solutions, and for five (5) years following the end of the Contract.

However, information or data shall not be considered Confidential Information if the receiving Party can prove (i) by any written means with a definite date, that it was in its regular possession prior to the date of transmission, (ii) that it was lawfully disclosed to it by a person not bound by any confidentiality obligation, (iii) that it was publicly known prior to the date of its transmission or that it became publicly known without any fault or omission on its part, (iv) that it developed it independently.

19. Advertising

The Client expressly and irrevocably authorizes Charlie Solutions to cite them as a commercial reference on its website and in all of its reference documents, regardless of the medium.

20. Applicable law and competent jurisdiction

The Contract is governed by French law.

Any dispute arising from the interpretation or performance of the Contract shall be subject, prior to any legal action, to the Parties seeking an amicable solution.

If such a solution cannot be found within thirty (30) days of the first meeting between the Parties, the Parties agree to give exclusive jurisdiction to the competent courts of LILLE.