General Terms and Conditions of Sale and Rental

These General Terms and Conditions of Sale and Rental (GTC) apply to any order/rental, and shall prevail over any document of the Client (including its general purchasing conditions), and any order implies unconditional acceptance. Special conditions (quote/purchase order/contract) shall prevail in the event of contradiction. Drinkee may amend its GTC; the applicable version is the one in force on the date of the order.

The Machines/Services (installation, maintenance, training, etc.) are described in the quote/contract; descriptions and visuals are indicative and the offer is subject to fleet availability. An order only becomes binding upon acceptance by Drinkee, evidenced either by written confirmation, or by the issuance of the invoice or the commencement of performance (delivery). Drinkee reserves the right to refuse an order for legitimate reasons.

Cancellation: Any request for modification/cancellation must be made in writing: if Drinkee accepts it, advance payments shall remain acquired and Drinkee may invoice Machines already manufactured/procured/prepared and all expenses incurred. After dispatch/making available, no cancellation/return shall be possible without Drinkee's written agreement, except under applicable statutory warranties.

Unless otherwise stated in the special conditions, rental contracts are entered into for the irrevocable initial term indicated in the quote. At the end of this term, the contract shall be automatically renewed for successive periods of twelve (12) months, unless terminated by either Party by registered letter with acknowledgement of receipt sent at least three (3) months before the expiry of the current term, or unless otherwise agreed in writing between the Parties allowing the contract to be terminated at any time under agreed terms.

Prices: In euros, exclusive of tax (rate applicable on the date of the order); terms/deadlines as per the quote/purchase order; no discount for early payment.

Price revision: For any contract with a duration exceeding twelve (12) months, the price of fees and rental charges may be automatically revised each year on the anniversary date of the contract, according to the formula P1 = P0 x (S1/S0), where P1 is the new price, P0 the initial price, S0 the last Syntec index published on the date of signature, and S1 the last index published on the date of revision; this revision shall apply automatically.

Waiver of hardship (imprevision): The Parties expressly agree to exclude the provisions of article 1195 du Code civil; each Party declares that it assumes the risks associated with an unforeseeable change of circumstances (raw material costs, energy, economic conditions, etc.) and waives any right to request renegotiation or termination of the contract on this basis.

Late payment: Any delay shall automatically and without formal notice give rise to penalties at the ECB refinancing rate plus 10 percentage points, a fixed recovery indemnity of €40, and, upon supporting evidence, additional compensation if the costs exceed this fixed sum. The Client may neither suspend nor offset a payment without Drinkee's prior written agreement.

Termination clause: Drinkee may suspend performance in the event of non-payment at the due date. After formal notice remaining unsuccessful for 8 days mentioning this termination clause, Drinkee may, as of right, terminate the order/contract and require, where applicable, the return of unpaid Machines at the Client's expense and risk; termination may extend to other unpaid orders.

Payment collection on behalf of third parties (if applicable): As per the special conditions: (i) the Client collects payments via its own PSP/acquirer and solely bears fraud, non-payments, disputes/chargebacks, fees, withholdings and PSP blocks; or (ii) Drinkee collects payments on behalf of the Client and remits them under the terms agreed under a collection and invoicing mandate (art. 1984 C. civ.). In this capacity, Drinkee is mandated to issue payment receipts to consumers in the name and on behalf of the Client, the latter remaining solely responsible for its tax obligations (VAT) and the risk of unsold goods.

Non-payments and security: In any event, any dispute/fraud/chargeback (and associated costs) shall be reimbursed by the Client upon first demand; Drinkee's remuneration on the initial transaction shall remain acquired.

Retention and set-off: The Client expressly authorises Drinkee to operate a set-off as of right between sums collected and any liquid and due amount owed to Drinkee (rental charges, indemnities, penalties, bank charges recharged at cost). Furthermore, Drinkee reserves the right to suspend any remittance (right of retention) in the event of legitimate doubt as to the Client's solvency, the regularity of operations, or in the event of a risk of event cancellation, until the risk has ceased.

Degraded mode (offline): The Client expressly authorises Drinkee to configure the Machines to accept offline payments in order to ensure smooth service. Acceptance does not constitute a payment guarantee and the transaction may be refused/disputed after the fact under PSP rules; the Client acknowledges having been informed of this risk and unconditionally accepts bearing the entirety of the financial risk associated with subsequent refusals, waiving any recourse against Drinkee.

Retention of title: In the event of a sale, Drinkee retains ownership of the Machines until full payment, such retention also extending to accessories/parts. In the event of non-payment, immediate return may be required. Payments already made shall remain acquired by Drinkee as a fixed indemnity, subject to the moderating power of the courts. The retention of title shall not prevent the transfer of risk upon delivery.

Software: Embedded software, applications, interfaces, firmware, updates, documentation and all software or digital elements provided with the Machines (together with the associated intellectual property rights) shall remain the exclusive property of Drinkee (or its licensors). No assignment is granted. Only a right of use strictly necessary for the operation of the Machines in accordance with the contract, non-exclusive, non-transferable, non-sub-licensable, for the contractual term, and subject to compliance with these terms.

Digital services / Connectivity: Certain functionalities (monitoring, telemetry, integrated connectivity) rely on third-party services. Drinkee uses reasonable endeavours without guaranteeing continuous availability.

Timescales: Subject to mandatory provisions (CMR Convention), timescales are indicative; a delay shall not justify cancellation or penalties unless otherwise agreed in writing.

Transfer of risk:

• If transport is organised by Drinkee: Transfer to the Client upon physical handover at the agreed delivery location (DAP - Incoterms 2020).
• If the Client organises transport: Transfer upon making the Machines available at Drinkee's premises (EXW / Ex Works Incoterms 2020).

Acceptance: Upon receipt, the Client shall promptly check quantities/condition and, in the event of damage/shortage, record precise reservations on the transport document and notify the carrier, within three (3) days (excluding public holidays) following receipt, of its reasoned protest by extrajudicial act or registered letter with acknowledgement of receipt, with a copy to Drinkee. Failing this, acceptance shall extinguish any action against the carrier and the Machines shall be deemed to conform.

Custody: The rental takes effect on the day of handover; from that moment, the Client assumes physical and legal custody and all risks (deterioration, loss, theft, destruction, whether partial or total, regardless of the cause, including acts of God/force majeure).

Usage: The Client is solely responsible for the use, safety and routine maintenance, and undertakes to use the Machines in accordance with their intended purpose/Drinkee's/manufacturer's instructions.

Consumables & Hygiene: Unless otherwise stipulated in writing, Drinkee does not supply any consumables (kegs, gas, fittings, cleaning products) and does not carry out any cleaning operations during the rental; the Client is solely responsible for the supply, transport, storage, compliance with the cold chain, sanitary compliance of beverages, and hygiene procedures (cleaning, rinsing, disinfection) in accordance with Drinkee's/manufacturer's instructions.

Exclusion of health liability: Drinkee acts exclusively as a supplier of technical equipment. Drinkee disclaims all liability as to the sanitary quality of beverages served and shall not be held liable for any food poisoning, contamination, taste alteration or public health issue arising from the use of the Machines. Where cleaning operations are invoiced by Drinkee, they constitute a separate best-endeavours obligation that does not relieve the Client of its obligations of daily sanitary monitoring and control.

At expiry or termination, the Client shall return the Machines in their original packaging/conditioning and in the condition in which they were handed over, allowing for normal wear and tear, and shall return all reusable accessories/parts/consumables (cables, connectors, sanitation kegs, etc.).

Late return: Any delay shall automatically give rise to the invoicing of a monthly occupancy indemnity equal to the amount of the last rental charge invoiced, increased by 50%, with any month commenced being due in full.

Damage: Any Machine that is damaged or rendered unfit for use shall give rise to the invoicing of costs (diagnosis, repair, deep cleaning, replacement). Without written and reasoned objection within 48 hours of Drinkee communicating the statement, the invoice shall be issued on this basis.

To the extent permitted by applicable law, Drinkee's obligations are best-endeavours obligations (obligations de moyens).

No commercial guarantee: Drinkee provides a technical tool and does not guarantee any sales volume or turnover; the Client solely bears the risk of unsold goods.

Prohibition of automatic dispensing: The Client shall refrain from any use that could be deemed automatic dispensing of alcohol (dispensing without human control). The Client guarantees a human presence and effective control of the process, including verification of consumers' age.

Breakdown management:

• Cause attributable to the Client: In the event of a breakdown/damage resulting from a cause attributable to the Client (or third parties under its responsibility), unavailability shall be solely the Client's responsibility. No sum may be charged to Drinkee and the Client shall remain liable for full payment of rental charges.
• Technical cause: In the event of a breakdown inherent to the equipment and not attributable to the Client, Drinkee undertakes to intervene as soon as reasonably practicable. If the Machine remains unusable, the Client shall receive, as a fixed and final indemnity, a credit corresponding to the rental charge calculated pro rata temporis over the period of unavailability.

Limitations: Drinkee shall not be liable for indirect or intangible losses (loss of business, turnover, profits, loss of stock/produce, reputation). Drinkee's total cumulative liability is expressly limited to the amount of sums actually paid by the Client to Drinkee under the contract during the twelve (12) months preceding the event giving rise to liability.

Throughout the period during which the Client has custody of Drinkee Equipment, the Client shall take out and maintain insurance covering theft, loss, destruction, damage and third-party liability, with cover at new-for-old replacement value (certificate upon request). In the event of a claim, the Client shall immediately inform Drinkee and shall remain liable to Drinkee for all damage, including where insurance cover is insufficient.

Content provided by the Client for customisation shall remain under its responsibility. Unless the Client objects in writing, the Client authorises Drinkee to use photographs of customised Machines for its commercial promotion (reference). Drinkee retains the intellectual property rights in its documents, studies, software and know-how; reproduction and reverse engineering are prohibited.

Personal data: Drinkee processes data for the performance of the contract in accordance with the RGPD (management, invoicing, business development). Rights of access/rectification may be exercised with the DPO: contact@drinkee.io

Usage data: The Client acknowledges that Drinkee is the owner of all technical and statistical usage data generated by the Machines (volumes, times, types of consumption). Once anonymised, such data may be freely used by Drinkee for the purposes of improving its products, market statistics or business development.

Non-waiver: The failure to enforce any breach shall not constitute a waiver for the future.

Force majeure: Obligations shall be suspended. If the impediment exceeds 30 days, termination may occur as of right.

Language and Governing Law: These GTC are governed by French law.

Jurisdiction: Any dispute shall fall within the exclusive jurisdiction of the Commercial Court with jurisdiction over Drinkee's registered office, including in the event of interim proceedings or multiple defendants.