General Terms and Conditions of Sale

Version of 30 September 2026

1. Identity of the seller

These general terms and conditions of sale are offered by:

OPNEO, a simplified joint-stock company with a capital of 5,000 euros, registered with the Marseille Trade and Companies Register under the number 130 227 895, whose registered office is located at 2 rue de la Calanque, 13008 Marseille, France.

VAT number: FR95130227895

Email address: contact@opneo.fr

Telephone: +33 6 86 85 95 48

OPNEO markets its offers under the names OPNEO and Nearly Human Club, hereinafter referred to as "NHC". Nearly Human Club is a trademark operated by OPNEO; the seller and contracting party of the client remains OPNEO.

2. Purpose and scope of application

These terms govern:

• the consulting, support and other services offered by OPNEO to professionals;

• subscriptions to online software, known as "SaaS", offered by OPNEO to professionals;

• the OPNEO digital documents and templates, including PDF and PowerPoint, intended for professionals;

• the Nearly Human Club digital content, including guides and PDF documents, offered to consumers for their personal use.

A professional client is a natural or legal person acting for purposes that fall within the scope of their professional activity.

A consumer client is a natural person acting for purposes that do not fall within the scope of their professional activity.

The general provisions apply to all clients. The provisions expressly reserved for professionals or consumers apply only to the relevant category. The qualification of the client depends on the actual circumstances of their purchase and the applicable legal rules.

OPNEO offers are reserved for professional purchases. The NHC offers referred to herein are intended for consumers.

The specific characteristics of each offer, its price, its content, its duration and, where applicable, its execution terms are specified on the product sheet, in the quote or in the specific conditions accepted by the client.

In case of contradiction, the expressly agreed specific conditions prevail over these, subject to mandatory legal provisions.

3. Information on the offers

Before ordering, the client can become acquainted with the essential characteristics of the chosen offer.

For digital content, this information includes in particular the provided content, the file format, the permitted uses and the relevant technical requirements.

For SaaS subscriptions, the offer specifies in particular the included features, the duration of the subscription, the possible number of users and the renewal conditions.

For professional services, the quote specifies the scope of the mission, any deliverables, the schedule, and the financial conditions.

Photographs and illustrations serve a presentation function. They do not diminish the commitments arising from the contractual description of the offer.

The client may request any useful clarification before their purchase at contact@opneo.fr.

4. Order and conclusion of the contract

4.1. Online orders

The client selects their offer, provides the necessary information for the order, and checks their summary before paying.

They can correct the entered information before final validation.

The order implies acceptance of these conditions and the use of a button clearly indicating the obligation to pay.

For cash payable offers, the order is confirmed after payment acceptance. A confirmation is sent to the email address provided by the client.

The client must provide accurate information, including their email address, billing address, and, for business purchases, information related to their company.

4.2. Orders by quote

Unless otherwise stated in the quote, the professional order becomes firm after written acceptance of the quote and receipt of the required deposit.

Any modification of the scope, deliverables, or schedule may be subject to a supplementary quote or an amendment accepted by the parties.

4.3. Contractual documents

The applicable version of these conditions is the one accepted at the time of the order.

For consumers, the confirmation of the contract and the required information are provided on a durable medium, notably by email or an attached document that can be retained.

5. Prices and taxes

Prices are expressed in euros.

For consumers, prices are presented inclusive of all taxes. The total amount to be paid is communicated before the final validation of the order.

For professionals, prices are indicated exclusive of taxes, unless otherwise stated. The applicable taxes are specified in the order summary, the quote, or the invoice.

VAT and any other applicable taxes are determined according to the nature of the offer, the place of taxation, and the customer's situation. Billing information must be accurate.

Any additional expense charged by OPNEO must be announced before the order or be subject to prior agreement from the customer.

OPNEO may change its prices for future orders. A price change does not affect an already concluded order. Changes regarding an ongoing subscription respect the terms of that subscription and are subject to prior notification.

6. Payment and billing

The available payment methods are indicated at the time of ordering. Card payments can notably be processed by Stripe.

The involvement of a payment service provider does not change the identity of the seller: OPNEO remains responsible for the execution of the order.

Digital content is payable in full at the time of ordering.

SaaS subscriptions are payable in advance according to the chosen monthly or annual periodicity.

For professional services, unless otherwise stated in specific conditions :

• a deposit of 30 % is required upon order ;

• the balance is invoiced according to the deadlines specified in the quote or upon completion of the service ;

• invoices are payable within a period of 30 days from their issue.

No discount is granted for early payment, unless otherwise agreed in writing.

Invoices are provided electronically.

Late payment by a professional client

Any delay results, from the day after the due date and without prior reminder, in penalties calculated at the applicable refinancing rate of the European Central Bank, increased by 10 percentage points.

A flat-rate compensation of 40 euros per unpaid invoice is also due for recovery costs. Additional compensation may be requested upon justification when the actual costs incurred exceed this amount.

These provisions apply subject to legal exceptions, particularly in relation to collective proceedings.

After a formal notice that remains ineffective for a reasonable period, OPNEO may suspend the services or professional access concerned by the unpaid amount, under the conditions permitted by law.

These penalties and this flat-rate compensation do not apply to consumers.

7. Provision of digital content

Digital content is provided in dematerialised form. No physical copy is sent, unless otherwise stated in the offer.

After confirmation of payment and when the conditions for immediate execution are met, the content is made available via a download link, notably on the confirmation page, in the customer area when offered, or by email.

For a consumer, the provision before the end of the withdrawal period is subject to the conditions of Article 11.

The customer must have the hardware, connection, and software that meet the announced requirements before purchase. Connection costs remain their responsibility.

The customer is invited to download and keep a copy of their files. Permanent availability of the download link is not promised, unless specifically agreed. This indication does not limit the initial obligation to supply or the legal guarantees.

In case of a missing link, corrupted file, or access difficulty, the customer can contact contact@opneo.fr, providing their order reference.

8. Professional Services OPNEO

The services are performed in accordance with the accepted quote.

Unless expressly agreed otherwise, OPNEO is bound by an obligation of means. No specific commercial, financial, or organisational result is guaranteed outside the agreed written commitments.

The customer provides in a timely manner the necessary information, access, validations, and contacts. They ensure they have the rights to communicate the elements transmitted to OPNEO.

A delay or modification attributable to the customer may lead to an adjustment of the schedule. Any additional paid service requires prior agreement.

When a service is expressed in days, one day corresponds to seven hours of work, unless otherwise stated in the quote.

Unless more favourable special conditions apply, a scheduled day cancelled or postponed by the client less than five working days before its date is chargeable at 100% of the price of that day. This provision does not apply when the cancellation is attributable to OPNEO, results from a recognised force majeure event, or falls under a mandatory legal right.

If OPNEO cannot provide an intervention, the parties will seek a new date. Failing agreement, the amounts paid for the unexecuted service will be refunded.

9. OPNEO SaaS Subscriptions — professionals

The subscription grants a right of access to the service for the duration subscribed and within the limits of the chosen offer.

This right is non-exclusive and does not constitute a transfer of the software or its intellectual property rights.

The client ensures the confidentiality of their identifiers and informs OPNEO of any unauthorised use of which they are aware.

They specifically refrain from circumventing access restrictions, compromising the security of the service, or using it for illegal purposes.

Any commitments regarding availability, maintenance, support, data backup, and recovery are specified in the special conditions of the offer. No quantified service level is guaranteed in the absence of an express commitment.

The initial duration, billing frequency, and any possibility of automatic renewal are indicated before subscription.

When the subscription is renewable, the customer can request its non-renewal from their account if this function is available, or at contact@opneo.fr :

• for a monthly subscription, the cancellation takes effect at the end of the current monthly period;

• for an annual subscription, it takes effect at the end of the subscribed annual period.

The request terminates future renewals. It does not entitle the customer to a pro-rata refund for the period already started, unless there is a legal provision, specific condition, or non-performance attributable to OPNEO justifying a refund.

The possibilities and deadlines for data recovery must be checked in the specific conditions before the end of the subscription.

10. Intellectual property and usage rights

The content, software, methods, and models provided remain protected by the intellectual property rights of their holders.

The purchase only grants the usage rights specified below or in the relevant offer.

10.1. Nearly Human Club Content

The consumer benefits from a personal, non-exclusive right of use for their private needs.

They can keep the file on their personal devices and print it for their personal use.

Unless expressly authorised or legally exempt, they cannot resell, upload, publicly distribute, or share the file with third parties, particularly through a shared space or a download platform.

10.2. OPNEO Documents and Templates

OPNEO PDFs may be used for the internal needs of the client organisation, within the limits of the licence possibly specified in the offer. Their external redistribution and resale are not permitted.

PowerPoint templates may be adapted and integrated into the client's own presentations, including internal, commercial or conference purposes.

This authorisation does not allow for the resale or distribution of source files, templates or their elements as standalone products, nor for them to be made available in a competing template library.

Elements belonging to third parties remain subject to their respective licences.

10.3. Custom Deliverables

The rights of use or rights granted on specific deliverables are specified in the quote or a written agreement, particularly regarding their scope, purpose, duration and territory.

Any expressly agreed transfer is subject to the full payment of the corresponding amounts.

The pre-existing tools, methods and elements of OPNEO remain its property, subject to the necessary rights of use expressly granted to the client.

11. Right of Withdrawal

11.1. Consumers — principle

For a contract concluded at a distance, the consumer generally has 14 days from the conclusion of the contract to exercise their right of withdrawal, without justification, subject to legal exceptions.

They may send a declaration clearly expressing their decision to contact@opneo.fr or at the postal address of OPNEO mentioned in Article 1. The model at the end of this document may be used but is not mandatory.

When the right of withdrawal remains, it can also be exercised through the online withdrawal feature made available in accordance with the applicable rules.

In the case of a valid withdrawal, OPNEO refunds the amounts concerned within 14 days of receiving the request, using the same payment method, unless expressly agreed otherwise without charge.

11.2. Digital content provided immediately

For paid digital content provided without physical support, the right of withdrawal may be lost when the performance begins before the end of the 14-day period, provided that the consumer:

• has expressly requested the commencement of performance during this period;

• has acknowledged that they would lose their right of withdrawal as soon as the performance begins;

• has received confirmation of this agreement and acknowledgment on a durable medium.

This request is subject to specific consent at the time of order, distinct from mere acceptance of these terms.

If the legal conditions for losing the right are not met, the consumer retains their right of withdrawal.

The loss of the right of withdrawal does not remove legal guarantees or remedies in the event of a failure to supply or non-compliance.

11.3. Professional clients

Professional purchases do not benefit, in principle, from the right of withdrawal provided for consumers.

The mandatory provisions that may protect certain professionals remain applicable, particularly in the situations provided for by Article L.221-3 of the Consumer Code for certain contracts concluded off premises.

12. Legal guarantees for consumers

OPNEO is responsible for the compliance of the digital content provided to consumers, in accordance with the Consumer Code.

For a one-off supply, the consumer benefits from the legal guarantee of conformity for defects appearing within two years following the supply. For those appearing in the year following it, they do not have to demonstrate that they existed from the time of supply.

The updates necessary to maintain compliance are also due under legal conditions.

The consumer may request a free compliance remedy, without unjustified delay or major inconvenience. In cases provided for by law, they may obtain a price reduction or the termination of the contract. A minor defect does not allow for the termination of a paid contract.

The consumer also benefits from the guarantee against hidden defects when applicable.

Requests are addressed to contact@opneo.fr or to the postal address of OPNEO. No clause herein reduces these rights.

The box in Annex 2 of these general terms and conditions details the terms of exercise of the legal guarantees applicable to the digital content provided on a one-off basis. This annex is an integral part of these terms.

13. Liability

13.1. Common rules

Each party is responsible for its breaches under legal conditions.

The documents and content provided must be used in accordance with their intended purpose and the information accompanying the offer.

When they present general information, their use does not guarantee a specific individual result. This clarification does not limit the commitments expressly made by OPNEO nor its legal obligations.

13.2. Consumers

OPNEO's liability towards consumers is governed by the applicable legal provisions.

No general exclusion of liability can be invoked against the consumer for a lack of conformity, insufficient pre-contractual information, or a failure attributable to OPNEO.

13.3. Professionals

Subject to mandatory provisions, OPNEO is liable for direct and foreseeable damages resulting from an established breach.

Its overall liability under the relevant contract is limited to the amount excluding taxes paid for that contract during the twelve months preceding the event causing the damage.

This limitation does not apply in cases of fraud, gross negligence, bodily injury, or when it would deprive an essential obligation of its substance.

14. Force majeure

No party is liable for a breach directly caused by an event of force majeure in the sense of French law.

The concerned party informs the other as soon as possible and takes reasonable measures to limit the consequences of the event.

If the impediment is temporary, the execution may be suspended. If it is definitive, the contract may be terminated under the legal conditions, with the refund of amounts corresponding to the unexecuted services when this refund is due.

15. Personal data

OPNEO processes the data necessary for the management of orders, payments, invoicing, service provision, and customer relations.

Some data is transmitted to the service providers involved in these operations, particularly for hosting and payment, to the extent necessary for their missions.

The purposes, legal bases, retention periods, recipients, and rights of individuals are detailed in the privacy policy accessible from the footer of the site used for the order.

Requests regarding personal data can be addressed to contact@opneo.fr.

Acceptance of these conditions does not constitute consent to receive commercial communications where such consent is legally required.

16. Complaints and consumer mediation

Any complaint can be addressed to contact@opneo.fr or to the postal address indicated in Article 1, specifying the order reference and the nature of the difficulty.

After a prior written complaint to OPNEO that remains unresolved, the consumer may resort free of charge to the consumer mediator to whom OPNEO is subject, under the conditions of admissibility provided by law.

Designated mediator: CM2C

Postal address: 49 rue de Ponthieu, 75008 Paris

The use of mediation is optional and does not deprive the consumer of their right to take legal action.

Consumer mediation does not apply to disputes between professionals.

17. Applicable law and dispute resolution

These terms are subject to French law.

For consumers residing in another country, this choice does not deprive them of the mandatory protections they benefit from under the applicable rules.

In the event of a dispute with a consumer, the competent courts are determined by the applicable legal rules. No exclusive jurisdiction of the courts of Marseille is imposed on them.

FOR DISPUTES BETWEEN OPNEO AND A CLIENT CONTRACTING AS A TRADER, EXCLUSIVE TERRITORIAL JURISDICTION IS ASSIGNED TO THE COMPETENT COURTS OF MARSEILLE, SUBJECT TO THE APPLICABLE MANDATORY RULES.

For other professional clients, the ordinary rules of jurisdiction apply.

18. Evolution of the terms

OPNEO may modify these terms for future orders.

The terms accepted at the time of the order remain applicable to it. Changes to an ongoing contract or subscription take effect only under the contractually provided and legally permitted conditions.

If a provision is declared unenforceable, the other provisions remain in force to the extent that the contract can be maintained.

Annex — Withdrawal form

To be used only if you wish to exercise a right of withdrawal that you still benefit from.

To the attention of OPNEO

2 rue de la Calanque, 13008 Marseille, France

contact@opneo.fr

I inform you of my decision to withdraw from the following contract :

Product or service concerned :  …………………………………………………………………………….

Order reference :  …………………………………………………………………………….…..

Order date :  …………………………………………………………………………….…….…….

Consumer's name :  …………………………………………………………………………….…….

Consumer's address :  ……………………………………………………………………………..

Email address used for the order :  ………………………………………………

Date:  ……………………………………

Signature, only in case of sending on paper :  ………………………………………………

Annex 2 — Legal guarantee of digital content provided on a one-off basis

Regulatory text : Annex to Article D. 211-3 of the Consumer Code.