General Terms of Sale.

CYSPEO — DevOps services (trading as flochai)
Version 1.5 — in force from 4 September 2026

1. Purpose and scope

These General Terms of Sale (the "Terms") apply to all services supplied by CYSPEO (the "Supplier") to its business clients (the "Client").

Under article L441-1 of the French Commercial Code, these Terms are the sole basis of commercial negotiation. They prevail over any of the Client's general purchasing conditions unless the Supplier has expressly agreed otherwise in writing.

Any order, signed quotation, or accepted commencement of work constitutes unreserved acceptance of these Terms.

2. The Supplier

CYSPEO, a French société par actions simplifiée with share capital of EUR 15,000
Registered office: 930 route des Dolines, 06560 Valbonne, France
RCS Grasse 912 356 284 — SIREN 912 356 284
VAT number: FR76912356284
Represented by Florian Chaillou, President
Contact: hello@flochai.com — https://flochai.com

flochai is the name under which CYSPEO carries on its DevOps practice. The contracting party is CYSPEO.

3. Services

3.1 The retainer ("DevOps as a Service") — ongoing ownership of the Client's infrastructure: infrastructure as code, CI/CD, Kubernetes clusters, cloud accounts, observability, upgrades and security patching, together with delivery of the platform roadmap, in the Client's sprint cadence.

3.2 Platform audit — a one-week review of CI/CD and infrastructure, delivered as a risk register ranked by impact, a 90-day plan and a walkthrough call. Observation of the Client's systems is read-only. The audit further includes one restore drill: a backup is restored into a disposable instance provisioned for that purpose and destroyed afterwards, so that recovery is measured rather than assumed. No system in service is modified.

3.3 Build and migration — fixed-scope work: CI overhaul, Kubernetes, GitOps, migrations. Delivered with runbooks and handover documentation, and 30 days of post-launch support.

The exact scope of each engagement is set out in the accepted quotation. Anything not expressly stated in the quotation is out of scope.

4. Quotations and formation of contract

Each engagement is covered by a written quotation setting out scope, deliverables, timeline and price.

Quotations are valid for thirty (30) days from their date of issue.

The contract is formed when the Supplier receives the quotation signed by the Client bearing the words "Bon pour accord", together with any deposit required.

5. Prices

Current price list, in euros, excluding tax:

Retainers, monthly fee by committed term:

The Scale tier includes a named on-call window.

Other services:

Prices exclude tax. French VAT at the applicable rate (20%) is added for clients established in France. Business clients established in another EU member state and holding a valid intra-Community VAT number are invoiced under the reverse charge mechanism.

Clients established outside the European Union may be quoted and invoiced in US dollars, at the dollar price list published on the Supplier's site on the date of the quotation. The quotation states the currency, and invoices are payable in that currency. French VAT is not charged on services supplied to a business established outside the European Union (article 259-1 of the French General Tax Code); the Client bears any tax due in its own jurisdiction.

Prices may be revised annually, on sixty (60) days' written notice, and no revision takes effect before the end of the current minimum term.

No discount is offered for early payment.

6. Audit credit

The platform audit fee is credited against the first month of a retainer, up to the value of that month, on both of the following conditions: the retainer is taken on a committed term of six (6) months, and it starts within sixty (60) days of delivery of the audit report.

No credit applies to a monthly retainer or to a three-month retainer.

Any part of the credit exceeding that first month is neither carried forward to later months nor refunded.

7. Term and termination

7.1 Retainers. The Client chooses the committed term on subscription, from those set out in the quotation: monthly, three (3) months or six (6) months. The monthly fee depends on that term, per the price list in article 5.

At the end of the chosen term the retainer continues month to month by tacit renewal, at the rate of the term originally taken.

Either party may terminate in writing on thirty (30) days' notice taking effect at the end of the current calendar month. For three- and six-month retainers, that notice cannot take effect before the end of the committed term.

The Client may move to a longer committed term at any time; the new rate applies from the following month.

7.2 Audits and build work end on delivery of the deliverables set out in the quotation.

7.3 Termination for breach. Where a party materially breaches its obligations and fails to remedy within thirty (30) days of written notice, the other party may terminate with immediate effect, without compensation and without prejudice to damages.

7.4 Non-payment. The Supplier may suspend performance, after formal notice unremedied for fifteen (15) days, where an invoice is overdue. Suspension does not relieve the Client of its obligation to pay.

8. Performance

8.1 Volume. The retainer entitles the Client to the number of days per week set out in the quotation, delivered in the Client's sprint cadence.

8.2 Unused days in a calendar month are neither carried over nor refunded, except where the shortfall is attributable to the Supplier.

8.3 Additional days beyond the subscribed volume are billed at the current build day rate, subject to prior written agreement.

8.4 Delivery. Work is performed remotely from France during French business hours. On-site attendance is by prior agreement; travel and accommodation are recharged at cost against receipts.

8.5 Nature of the obligation. The Supplier owes an obligation de moyens (a duty of care and skill), undertaking to apply the competence and diligence expected of a professional in its field, and does not guarantee any specific result.

9. On-call

Unless the option is purchased, retainers cover business-hours advisory: the Client may call on the Supplier during French business hours in the event of an incident, with no committed response time.

9.1 The window. The option is priced at 30% of the monthly fee, with a minimum of EUR 1,200 per month, because the availability it buys costs the Supplier the same whatever the tier. Where it is purchased, or included in the Scale tier, the Supplier is reachable for production incidents, Paris time (CET/CEST): Monday to Friday from 07:00 to 22:00, and Saturday and Sunday from 09:00 to 19:00. Public holidays are covered according to the day of the week on which they fall, except 24 December, 25 December and 1 January, on which no window applies. Nights are not covered.

9.2 Response. A P1 incident, being a production outage or a customer-visible degradation of the Client's service, reported within the window, is acknowledged within thirty (30) minutes and actively worked within sixty (60) minutes. Any other request waits for business hours. This is an obligation of means under article 8.5: no resolution time is guaranteed.

9.3 Included volume. The option includes up to six (6) hours of incident work outside business hours per calendar month. Beyond that, time is billed at the current build day rate, pro rata to the hour, the Client being told at the moment the included volume is exceeded.

9.4 Absences. For an absence announced at least fourteen (14) days in advance, the Supplier either names a substitute who covers the window on the same terms, or credits the option pro rata for the days concerned. An unannounced unavailability during the window is credited in the same way.

9.5 Outside the window. Cover outside the window in 9.1, including nights and 24/7 operation, is not part of the option and carries no published price. It can be quoted case by case, because it requires a rota of named collaborators rather than one person, and is then set out in a separate quotation with its own window, response commitment, collaborators and price.

9.6 The Supplier is reached by telephone at the number stated in the quotation, followed by a written record of the incident.

10. Client obligations

The Client undertakes to:

• appoint a single point of contact with the necessary decision-making authority;
• provide, in good time, the access, information, documentation and authorisations needed to perform the services;
• hold the necessary rights and licences over the software, data and infrastructure entrusted to the Supplier;
• maintain its own backups and continuity arrangements, except where these fall expressly within the scope entrusted to the Supplier.

Any delay or impediment attributable to the Client extends the agreed timeline accordingly, without liability for the Supplier.

11. Invoicing and payment

11.1 Retainers are invoiced monthly in advance, on the first working day of each monthly period.

11.2 Audits and build work are invoiced per the schedule in the quotation. A deposit of 30% may be required on order.

11.3 Payment terms. Invoices are payable thirty (30) days from the date of issue, by bank transfer.

11.4 Late payment. Under articles L441-10 and D441-5 of the French Commercial Code, late payment automatically triggers, without prior notice:

• late payment interest at three (3) times the French legal interest rate in force, applied to the unpaid amount including tax, from the day after the due date;
• a fixed recovery indemnity of forty (40) euros per unpaid invoice. Where actual recovery costs exceed that amount, further compensation may be claimed against evidence.

12. Intellectual property

12.1 Client-specific deliverables. The Supplier assigns to the Client, on an exclusive basis and for the full legal term of protection, the economic rights in materials created specifically for it: pipeline configurations, infrastructure code, manifests, runbooks and documentation specific to its environment. The assignment takes effect on payment in full.

12.2 Pre-existing and generic materials. The Supplier retains full ownership of:

• anything predating the engagement or developed independently of it;
• its continuous integration component library, including its public versions, and any tool, template, script or component that is generic and reusable in nature;
• its methods, know-how and skills.

12.3 Licence. To the extent materials under 12.2 are incorporated into the deliverables, the Supplier grants the Client a non-exclusive, worldwide, perpetual, irrevocable and royalty-free licence to use, reproduce, modify and exploit them in its business, including after the contract ends.

12.4 Reuse. The Supplier remains free to reuse its generic materials, know-how and accumulated experience for other clients, subject to strict compliance with article 13.

12.5 References. Unless the Client objects in writing, the Supplier may cite the Client's name and a general description of the work as a commercial reference. No confidential information and no non-public figures may be disclosed without prior written consent.

13. Confidentiality

Each party undertakes to keep confidential any information received from the other and marked confidential or evidently confidential from the circumstances, to use it only to perform the contract, and to restrict access to those who need to know.

This obligation applies for the term of the contract and for five (5) years afterwards. It does not apply to information that is public, already known, independently developed, or whose disclosure is legally required.

14. Personal data

14.1 Roles. In performing the services the Supplier may access personal data processed by the Client. The Client acts as controller and the Supplier as processor within the meaning of article 4 GDPR.

14.2 Data processing agreement. Where the services involve processing personal data, the parties enter into a data processing agreement compliant with article 28 GDPR, annexed to the contract. The Supplier then acts only on the Client's documented instructions, implements appropriate technical and organisational measures, and assists the Client in meeting its obligations.

14.3 Location. Processing takes place within the European Union. Any sub-processor or transfer outside the EU requires the Client's prior authorisation.

14.4 Contact data exchanged between the parties is processed solely to manage the commercial relationship, retained for its duration and then for the applicable limitation period. GDPR rights may be exercised at hello@flochai.com.

15. Liability

15.1 Cap. The Supplier's total aggregate liability, on any basis, is limited to the amount excluding tax actually received under the relevant contract during the twelve (12) months preceding the triggering event.

15.2 Excluded loss. The Supplier is not liable for indirect loss, including loss of business, loss of revenue, loss of customers, loss of data or reputational harm.

15.3 Limits of the limitation. The above limitations do not apply in cases of gross negligence or wilful misconduct, personal injury, or where French law sets them aside.

15.4 Exclusions. The Supplier is not liable for consequences arising from incorrect or incomplete information or access provided by the Client, from changes made to deliverables without its agreement, from failures of the Client's third-party suppliers (cloud providers, vendors, carriers), or from the Client's failure to meet its obligations under article 10.

16. Insurance

The Supplier holds professional indemnity insurance covering the financial consequences of its liability under these Terms. A certificate is provided to the Client on request.

17. Reversibility

The Supplier undertakes that all work is committed as it is produced to the Client's own repositories, as documented infrastructure as code and runbooks covering the principal failure modes. Nothing needed to operate the platform remains on the Supplier's own systems.

On termination, for any reason, the Supplier provides up to two (2) days of handover assistance, included in the retainer. Further days are billed at the current build day rate.

18. Subcontracting

The Supplier may engage collaborators or subcontractors of its choosing. It remains solely responsible to the Client for their performance and imposes the same confidentiality obligations on them.

19. Non-solicitation

Neither party shall solicit or hire, directly or indirectly, any of the other party's personnel involved in the contract, for its duration and for twelve (12) months afterwards, without prior written agreement. In breach, the defaulting party shall pay a fixed indemnity equal to twelve (12) months of the person's gross remuneration.

20. Social compliance

On conclusion of the contract and every six (6) months until it ends, the Supplier provides the Client with the URSSAF attestation de vigilance required by article L243-15 of the French Social Security Code, together with any evidence required under articles L8222-1 et seq. of the French Labour Code.

21. Force majeure

Neither party is liable for a failure resulting from force majeure within the meaning of article 1218 of the French Civil Code. Where the impediment exceeds thirty (30) days, either party may terminate in writing without compensation.

22. General

22.1 Severability. If any provision is held void, the remainder stays in force and the parties negotiate in good faith an equivalent replacement.

22.2 No waiver. Failure to rely on a provision is not a waiver of the right to rely on it later.

22.3 Amendment. The Supplier may amend these Terms. The version applicable is the one in force when the quotation is signed. Any change during a retainer is notified on sixty (60) days' notice.

22.4 Entire agreement. The signed quotation, these Terms and their annexes constitute the entire agreement. In case of conflict, the quotation prevails.

23. Governing law and jurisdiction

These Terms and any resulting contracts are governed by French law.

Failing amicable resolution within thirty (30) days of a written complaint, any dispute falls within the exclusive jurisdiction of the Tribunal de commerce de Grasse, including where there are multiple defendants or third-party claims.

CYSPEO — SAS with share capital of EUR 15,000 — RCS Grasse 912 356 284 — VAT FR76912356284 — 930 route des Dolines, 06560 Valbonne, France