Effective 12 August 2026. Approved for publication by YSEND management. Customer-specific Order Forms, Data Processing Agreements, and Service Level Agreements continue to prevail where stated below.

Terms of Service

Effective: 12 August 2026

1. Agreement and parties

These Terms govern access to XMS Cloud by the organization identified in an order form, statement of work, online subscription flow, or other written ordering document (the Customer). The intended provider is YSEND, trading as YSEND GROUP, a French simplified joint-stock company registered under SIREN 843 222 746 and RCS Antibes, with registered office at 357 Chemin des Iscles, 06700 Saint-Laurent-du-Var, France (YSEND). An Order Form becomes binding when signed, accepted through an approved electronic process, or otherwise accepted in writing by both parties. If an Order Form conflicts with these Terms, the Order Form prevails for that order.

2. XMS Cloud service

XMS Cloud is a hosted warehouse, order, transport, workforce, automation, billing, analytics, and integration platform. The subscribed modules, users, sites, usage limits, implementation services, support level, service levels, and any customer-specific deliverables are stated in the applicable Order Form. YSEND may improve the service during the subscription provided that it does not materially reduce the contracted core functionality. Beta, preview, simulation, and laboratory features are identified as such and are not production commitments unless an Order Form expressly says otherwise.

3. Accounts and acceptable use

The Customer controls its authorized users and is responsible for accurate account information, role assignment, credential confidentiality, and timely removal of access. The Customer must use the service lawfully and must not bypass security controls, probe another tenant, introduce malicious code, interfere with availability, reverse engineer except where mandatory law permits it, resell access unless authorized, or use the service to infringe third-party rights. Suspected credential compromise or unauthorized access must be reported promptly. YSEND may suspend an account where reasonably necessary to contain a security incident, unlawful use, or material threat to the service, and will notify the Customer when legally and operationally possible.

4. Customer responsibilities

The Customer is responsible for its operational decisions, source data, equipment configuration, user instructions, workplace safety, regulatory obligations, and the accuracy of integrations it controls. Recommendations, simulations, forecasts, and AI-assisted outputs support human decision-making and do not replace the Customer's required review, professional judgment, or physical safety procedures. The Customer must maintain appropriate backups or exports for data it is legally required to retain independently of the service.

5. Fees, invoicing, and taxes

Fees, currency, billing frequency, usage measures, implementation charges, and payment terms are set out in the Order Form. Unless the Order Form states otherwise, fees are exclusive of applicable taxes and are non-cancellable and non-refundable after the relevant service period begins, except where these Terms or mandatory law provide a remedy. Undisputed overdue amounts may accrue lawful late-payment interest and recovery charges. YSEND may suspend paid functionality after written notice where an undisputed invoice remains overdue, while preserving reasonable access needed to resolve the dispute or export data.

6. Customer data and data protection

The Customer retains its rights in data submitted to the service. The Customer authorizes YSEND to host, copy, transmit, transform, back up, and otherwise process that data only to provide, secure, support, and improve the contracted service, comply with law, and follow documented Customer instructions. Each party must comply with applicable data-protection law. Where YSEND processes personal data for the Customer, the parties' Data Processing Agreement governs and takes precedence for that processing. Aggregated or anonymized information that no longer identifies the Customer or an individual may be used for security, reliability, benchmarking, and product improvement.

7. Confidentiality

Each party must protect the other party's non-public business, technical, security, and commercial information using at least reasonable care, use it only to perform the agreement, and disclose it only to personnel and suppliers who need it and are bound by confidentiality obligations. These duties do not apply to information that is lawfully public, already known without restriction, independently developed, or lawfully received from a third party. A legally compelled disclosure is permitted after advance notice where lawful.

8. Intellectual property

YSEND and its licensors retain all rights in XMS Cloud, its software, documentation, designs, models, and improvements. Subject to payment and compliance with the agreement, YSEND grants the Customer a limited, non-exclusive, non-transferable right during the subscription to use the subscribed service for its internal business operations. The Customer grants YSEND the rights necessary to process Customer data as described above. Feedback may be used without restriction, provided it does not disclose Customer confidential information or personal data.

9. Security and availability

YSEND will maintain technical and organizational safeguards appropriate to the service and risk, including access control, tenant isolation, encryption in transit, auditability, vulnerability management, backup and recovery measures, and incident response. Specific availability targets, support response times, recovery objectives, and service credits apply only when stated in an Order Form or Service Level Agreement. Planned maintenance and events outside reasonable control are handled under those documents.

10. Warranties and remedies

YSEND warrants that the paid service will materially conform to its documentation and that professional services will be performed with reasonable skill and care. The Customer's primary remedy is correction or re-performance; if YSEND cannot provide that remedy within a reasonable period for a material breach, the Customer may terminate the affected service and receive a pro-rata refund of prepaid fees for the unused affected period. Except for express commitments and rights that cannot lawfully be excluded, the service is provided without implied warranties, including implied warranties of merchantability, fitness for a particular purpose, or uninterrupted and error-free operation.

11. Liability

Neither party is liable for indirect, incidental, punitive, or consequential loss, or for lost profits, revenue, goodwill, or anticipated savings, except where such exclusion is prohibited by law. Subject to mandatory law and any different cap in the Order Form, each party's aggregate liability arising from the agreement is limited to fees paid or payable for the affected service during the twelve months preceding the event giving rise to the claim. The exclusions and cap do not apply to fraud, wilful misconduct, death or personal injury caused by negligence, infringement indemnities expressly accepted in an Order Form, breach of confidentiality, or liability that cannot lawfully be limited.

12. Term, renewal, and termination

The subscription begins and renews as stated in the Order Form. Either party may terminate for an uncured material breach after written notice and a reasonable cure period, or immediately where the other party becomes insolvent or continued performance would be unlawful. On termination, access ends and unpaid accrued amounts become due. YSEND will provide the export and deletion arrangements stated in the Order Form or Data Processing Agreement. Provisions intended by their nature to survive—including payment, confidentiality, intellectual property, liability, and dispute terms—continue after termination.

13. Changes and force majeure

YSEND may update these Terms for legal, security, or service changes. Material changes will be notified before taking effect and will not retroactively alter a signed fixed-term Order Form unless required by law or accepted by the Customer. Neither party is liable for delay caused by events beyond reasonable control, provided it mitigates the impact and resumes performance promptly; payment obligations for services already provided are not excused.

14. Governing law and disputes

These Terms are governed by French law, excluding conflict-of-law rules. The parties must first attempt in good faith to resolve a dispute through their designated commercial contacts. Subject to mandatory jurisdiction rules, disputes between commercial parties fall within the exclusive jurisdiction of the competent courts of Antibes, France.

15. Contact

Contract and legal enquiries may be sent to contact@ysendgroup.com or by post to YSEND GROUP, 357 Chemin des Iscles, 06700 Saint-Laurent-du-Var, France.