End-User Licence Agreement — ForXell

Version 1.2 — in force as of 24 September 2026
Licensor: Milex SAS — forxell.com

Identification of the licensor

Milex SAS, a société par actions simplifiée with share capital of 60 980 €, having its registered office at 22 rue Rapp, 68000 Colmar (France), registered with the Trade and Companies Register of Colmar under SIREN number 385 235 353, EU VAT number FR56385235353, represented by Plamen Mihalev, Président, trading under the business name MILEX.

Contact: info@milex.fr — 03.67.301.301. Legal contact: info@milex.fr.

Hereinafter the "Publisher".

Article 1 — Purpose

This end-user licence agreement (the "Agreement") sets out the terms on which the Publisher grants the customer (the "Customer") the right to use ForXell, une solution de gestion commerciale et de négoce en mode logiciel-service : ventes, achats, stocks, comptabilité, chantiers, facturation électronique et applications mobiles associées (the "Software").

The Agreement governs the right of use of the Software only. It constitutes neither a sale, nor an assignment of intellectual property rights, nor a transfer of source code.

Article 2 — Definitions

Software: the ForXell program in all its components — source code and object code, interfaces, databases, models, reference data, documentation, web and mobile applications, and any update or new version.

Service: the provision of the Software on a software-as-a-service basis, accessed remotely via forxell.com, with no code installed on the Customer's equipment other than the client applications.

User: any natural person authorised by the Customer to access the Software using named credentials.

Customer Data: all data entered, imported or generated by the Customer and its Users in the Software.

Documentation: the guides, online help and functional specifications made available by the Publisher.

Article 3 — Contract documents and acceptance

The Agreement forms a whole with the following documents, which prevail in the following descending order in the event of conflict: the signed order form or subscription agreement, this Agreement, the personal data processing agreement, the general terms of sale, the Documentation.

Acceptance results from the first of the following: signature of the order form, creation of an account, or first access to the Software. Use of the Software constitutes unreserved acceptance of the Agreement.

Article 4 — Grant of licence

Subject to full payment of the fees, the Publisher grants the Customer, for the term of the subscription, a right to use the Software that is:

non-exclusive;
non-assignable and non-transferable, save with the Publisher's prior written consent;
without any right to sub-license;
limited to the Customer's own internal business needs;
limited to the subscribed scope: the number of Users, companies, establishments, modules and quotas set out in the order form.

No right not expressly granted by the Agreement is conferred on the Customer. The licence terminates automatically upon expiry or termination of the subscription.

Article 5 — Authorised scope

Credentials are strictly named and personal. Sharing them between several natural persons is prohibited. The Customer is responsible for the use made of its credentials and shall notify the Publisher without delay of any compromise.

Any use exceeding the subscribed scope shall give rise to a pricing adjustment from the month in which it is identified, without prejudice to the Publisher's right to suspend the excess accesses.

Article 6 — Use restrictions

The Customer shall not, and shall not permit its Users to:

reproduce, adapt, translate or modify the Software, except where mandatorily permitted by law;
decompile or disassemble the Software, subject to Article L. 122-6-1 IV of the French Intellectual Property Code, which permits decompilation solely for interoperability purposes and which the parties acknowledge cannot be excluded by contract;
circumvent or disable any technical protection measure, licence mechanism, quota or access control;
market, rent, lend, make available to any third party, or operate the Software as a service bureau, under outsourcing arrangements, or on behalf of third parties;
extract or re-use a substantial part of the Software's databases and reference data, within the meaning of Articles L. 342-1 et seq. of the French Intellectual Property Code;
carry out automated collection, harvesting or scraping of the interfaces, or use the Software or its outputs to train, fine-tune or evaluate an artificial intelligence system;
publish benchmarks or performance measurements of the Software without the Publisher's prior written consent;
remove or alter any proprietary notice, trade mark, logo or copyright notice.

Article 7 — Intellectual property

The Software is protected by copyright, in particular under Article L. 112-2, 13° of the French Intellectual Property Code, which covers source code, object code and preparatory design material.

The Publisher is and shall remain the exclusive owner of all intellectual property rights in the Software, its developments, its Documentation, its architecture, its data models, its interfaces and its graphic elements. It also holds database producer's rights in the reference data and aggregated data it compiles.

The names ForXell, 7Xell, ForXell, ModXell, FideXell, CamXell, VuXell and the associated logotypes and monogram are distinctive signs of the Publisher. The Customer acquires no right in these signs and shall refrain from any unauthorised use, in particular as a domain name, trade mark or company name.

Suggestions, comments and enhancement requests submitted by the Customer may be freely exploited by the Publisher, without consideration and without the Customer being able to claim any right in the resulting developments.

Article 8 — Customer Data and personal data

The Customer remains the owner of the Customer Data and is solely responsible for its lawfulness, its accuracy and the rights required to process it.

In respect of personal data processed in the Software, the Customer acts as controller and the Publisher as processor within the meaning of Article 28 of Regulation (EU) 2016/679. The terms of such processing — purposes, retention periods, sub-processors, security measures, assistance and deletion — are set out in the data processing agreement appended to the Agreement.

The hosting of the Software and the Customer Data is provided in France, in the France Central region of Microsoft Azure. Data protection contact: info@forxell.com.

The Publisher may produce and exploit aggregated and anonymised statistical data that does not permit re-identification of the Customer, its Users or its own customers, for the purposes of improving and measuring the Software.

Article 9 — Provision, maintenance and enhancements

The Publisher shall use reasonable endeavours to ensure the availability of the Service. The Service is provided on a software-as-a-service basis: the Publisher does not warrant operation free from any interruption or defect.

The Publisher may carry out scheduled maintenance, giving the Customer reasonable notice, as well as emergency interventions without notice in the event of a security incident.

Enhancements and corrections are made available uniformly to all customers. The Publisher may modify, replace or withdraw a feature, provided that it does not substantially degrade the essential functions of the subscribed scope.

Article 10 — Customer obligations

The Customer undertakes to maintain a technical environment and connection compliant with the prerequisites set out in the Documentation, to train its Users, to appoint an administrator, to verify the consistency of the data produced by the Software before any accounting, tax or filing use, and to cooperate in good faith in incident handling by providing the reproduction details required.

Article 11 — Financial terms

The fees, their frequency and the terms of their revision are set out in the order form and the general terms of sale. They fall due on the agreed date.

Where non-payment persists fifteen (15) days after an unsuccessful formal notice, the Publisher may suspend access to the Software; such suspension shall not give rise to any compensation and shall not relieve the Customer of the sums owed.

Article 12 — Term and termination

The Agreement takes effect upon acceptance and remains in force for the term of the subscription, renewable in accordance with the order form.

Either party may terminate the Agreement automatically in the event of a material breach by the other party that is not remedied within thirty (30) days of written formal notice. The Publisher may terminate without notice in the event of a breach of Article 6 or Article 18.

Upon expiry of the Agreement, the right of use ceases immediately. The Customer shall cease all access and uninstall the client applications.

Article 13 — Exit and data retrieval

During the term of the Agreement and for thirty (30) days from its end, the Customer may export the Customer Data in a structured, usable format using the functions provided for that purpose.

After that period, the Publisher shall delete the Customer Data, subject to the retention periods required by law and to backups whose purge follows its normal technical cycle.

Article 14 — Warranties

The Publisher warrants that the Software substantially conforms to the Documentation and that it holds the rights required to grant the licence.

The Publisher shall indemnify the Customer against any third-party claim based on infringement of an intellectual property right by the Software, provided that the Customer notifies it without delay, makes no admission and leaves the conduct of the defence to the Publisher. The Publisher may then modify the Software, obtain the right to use it, or terminate the Agreement with a pro rata refund.

Excluded are warranties of fitness of the Software for any specific need not stated in the Agreement, as well as defects resulting from non-compliant use, unauthorised modification, a technical environment not meeting the prerequisites, or a third-party product.

Article 15 — Liability

The Publisher's liability is limited to direct and proven damage. Indirect damage is excluded, in particular loss of business, of revenue, of customers, loss of data not attributable to the Publisher, and reputational harm.

For all causes combined, the Publisher's liability under the Agreement is capped at the total amount of fees actually paid by the Customer during the twelve (12) months preceding the event giving rise to liability.

These limitations do not apply in cases of wilful misconduct, gross negligence, personal injury, or where the law prohibits them.

The Customer is solely responsible for its use of the Software, for the data it processes therein, and for the decisions it takes on the basis of the information returned.

Article 16 — Regulatory compliance

The Publisher shall take the necessary steps to ensure that the Software enables the Customer to meet the regulatory obligations applicable to its features, in particular as regards electronic invoicing, retention of accounting records and the inalterability of entries.

The Customer remains solely responsible for its legal, accounting, tax and filing obligations, for configuring its business rules, and for verifying its returns. Provision of the Software constitutes neither legal, accounting nor tax advice.

Article 17 — Third-party and open source components

The Software incorporates third-party components distributed under permissive open source licences, listed together with their notices in the NOTICE file accompanying the Software. Those components remain governed by their respective licences, which prevail over the Agreement as regards those components.

The incorporation of such components does not affect the proprietary nature of the Software and confers no right in it on the Customer.

Article 18 — Confidentiality and trade secrets

Each party undertakes to preserve the confidentiality of information received from the other and identified as confidential, or the confidential nature of which arises from the information itself, for the term of the Agreement and five (5) years thereafter.

The Customer acknowledges that the Software, its architecture, its data models, its algorithms, its performance and its Documentation constitute information protected as trade secrets within the meaning of Articles L. 151-1 et seq. of the French Commercial Code. The Customer shall implement reasonable protective measures and restrict access to such information to persons with a need to know.

Article 19 — Licence compliance audit

The Publisher may verify that use complies with the subscribed scope, using the Service's technical usage data or, no more than once a year, by a documentary audit following thirty (30) days' written notice. Any discrepancy identified shall be regularised in accordance with Article 5.

Article 20 — Force majeure

Neither party may be held liable for a failure resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code. If the impediment exceeds sixty (60) days, either party may terminate the Agreement by written notice, without compensation.

Article 21 — Assignment of the Agreement

The Customer may not assign the Agreement without the Publisher's prior written consent. The Publisher may assign the Agreement to any company within its group or in the context of a restructuring, subject to informing the Customer and ensuring continuity of the Service.

Article 22 — Commercial references

Unless refused in writing, the Publisher may cite the Customer's name and logotype as a commercial reference, without disclosing any confidential information concerning its business.

Article 23 — Amendment of the Agreement

The Publisher may amend the Agreement, in particular to reflect legal, technical or functional developments. Substantial amendments shall be notified to the Customer thirty (30) days before they take effect. A Customer that refuses them may terminate its subscription as at the effective date, without penalty; continued use constitutes acceptance.

Article 24 — General provisions

The invalidity of any provision shall not affect the validity of the others. Tolerance of a breach shall not constitute a waiver. The parties are independent contracting parties; the Agreement creates neither a partnership, nor an agency, nor an employment relationship.

Article 25 — Governing law and jurisdiction

The Agreement is governed by French law. Failing amicable resolution within thirty (30) days of a written notification, any dispute shall fall within the exclusive jurisdiction of the tribunal judiciaire de Colmar, including where there are multiple defendants or third-party claims.

Where the Customer is a consumer within the meaning of the French Consumer Code, the rules of jurisdiction and the mandatory rights applicable to it are reserved.

Article 26 — Language of the Agreement

The Agreement is drafted in French. Translations are provided for information, for the Customer's convenience. In the event of any divergence of interpretation between the French version and a translation, the French version shall prevail.

Annex — Artificial intelligence features

The Software includes features based on automated processing and machine learning models. Their results are probabilistic in nature: they constitute decision support and not a definitive determination.

The Customer undertakes to have any result produced by these features reviewed by a competent person before drawing from it any accounting, tax, contractual, disciplinary consequence or any consequence relating to the safety of persons and property. The Publisher does not warrant the completeness, accuracy or absence of bias of such results.

Where these features process images or data capable of identifying individuals, the Customer shall ensure compliance with the obligations incumbent on it, in particular as regards informing data subjects, the legal basis for processing, impact assessments and retention periods.

Annex — Mobile applications distributed via the App Store and Google Play

This annex applies to ForXell applications downloaded from a third-party distribution platform and prevails over the Agreement in respect of the following provisions only.

Parties to the agreement. The Agreement is entered into between the Customer and the Publisher only. Apple Inc. and Google LLC are not parties to it.
Scope of the licence. The licence is limited to use of the application on devices that the Customer owns or controls, in accordance with the usage rules of the relevant distribution platform.
Maintenance and support. The Publisher is solely responsible for maintenance and support relating to the application. The distribution platforms have no obligation in this respect.
Warranty. In the event of any failure of the application to conform, the Customer may notify Apple, which may refund the purchase price, if any. Apple has no other warranty obligation; any further claim is a matter for the Publisher, within the limits of Article 15.
Claims. The Publisher is responsible for handling claims by the Customer or any third party relating to the application, in particular as regards product liability, regulatory compliance and consumer protection.
Third-party intellectual property. In the event of an allegation that the application infringes an intellectual property right, the Publisher shall be solely responsible for the defence and settlement thereof.
Customer representations. The Customer represents that it is not located in a country subject to embargo and does not appear on any list of prohibited or restricted parties.
Third-party beneficiaries. Apple Inc., Google LLC and their subsidiaries are third-party beneficiaries of this annex and may enforce its provisions as against themselves.