Terms of Sale

These Terms of Sale (ToS) govern all commercial relations between Overlyne SARL (hereinafter 'Overlyne') and its clients (hereinafter 'the Client') regarding the provision of software development, ERP integration, hosting, maintenance services and any other services offered by Overlyne. Any order implies unconditional acceptance of these ToS which prevail over any other conditions, unless otherwise agreed in writing by Overlyne.

Overlyne SARL — Limited Liability Company under Tunisian law. Tax ID: 1953028V/A/M/000. Registered office: 01 Rue d'Alger, Monastir 5015, Tunisia. Tunis office: Rue Ali Ayari, Menzeh 9, Tunis 1013. Email: [email protected] — Phone: +216 24 205 412. Website: overlyne.com.

Overlyne markets the following services: Overlyne Craft (custom web and mobile application development), Overlyne Connect (ERP integration and applications around Divalto, Sage, Dynamics 365), Overlyne Warehouse (WMS warehouse management), Overlyne Field (field applications), Overlyne Logistics (delivery platform), Overlyne Business (ERP and El Fatoora electronic invoicing), Overlyne B2B (B2B commerce platform), Overlyne RFID (radio-frequency stock management), as well as associated hosting, maintenance, training and support services.

All prices are denominated in Tunisian Dinars (TND), excluding VAT unless otherwise stated. VAT at the applicable rate is added in accordance with Tunisian tax regulations. Services are offered on custom quotation based on scope, complexity and project duration. The quotation accepted by the Client constitutes the reference contractual document and specifies the final price, payment terms and scope of the service. Prices may be revised annually; any revision is notified to the Client at least 30 days before it takes effect.

Any order is formalized by the signature of a quotation, commercial proposal or specific contract stating the scope, deliverables, schedule and price. The contract is deemed concluded on the date of receipt by Overlyne of the signed quotation, accompanied where applicable by the agreed deposit. Orders placed online via the site's payment gateway are confirmed by email and constitute a firm commitment by the Client.

Unless otherwise stipulated in the contract, payments are made according to the following schedule: 30% upon order (deposit), 40% mid-project, 30% on delivery. Subscriptions (hosting, maintenance, SaaS) are billed monthly or annually, payable in advance. Accepted payment methods: bank transfer, bank card via secure payment gateway (in TND), cheque. Any late payment automatically incurs penalties at the Tunisian legal interest rate increased by 5 points, in accordance with Article 1100 of the Tunisian Code of Obligations and Contracts, as well as a lump sum recovery fee.

Delivery times are defined in the contract and constitute best-effort commitments unless expressly stated otherwise. Overlyne uses best efforts to meet agreed deadlines. Any delay attributable to the Client (missing validation, delay in providing elements, scope changes) extends deadlines accordingly. Delivery is deemed accepted in the absence of written reservations from the Client within 10 business days following the availability of the deliverable.

The Client has a 10 calendar days withdrawal period from the date of payment to request a refund. The refund may be full or partial depending on the progress of the service at the date of the request: (a) Service not started: full refund within 14 business days. (b) Service in progress: partial refund pro rata to unperformed work, less expenses incurred (licenses, servers, subcontractors). (c) Service delivered and accepted: non-refundable, except for proven defect. The specific refund conditions for each service (deduction scale, fixed fees, billable intermediate deliverables) are defined in the specific contract or quotation of the solution concerned. Refund requests must be sent by email to [email protected] with justification. Recurring subscriptions may be cancelled at any time with 30 days' notice, without refund of periods already started.

Overlyne warrants the conformity of services to the contractual specifications for a period of 3 months from delivery (warranty of perfect completion). This warranty covers anomalies and non-conformities and excludes damages resulting from improper use, modification by a third party or force majeure. Overlyne's liability is limited to the amount excluding tax actually paid by the Client for the service concerned over the last 12 months. Overlyne cannot be held liable for indirect damages (loss of data, revenue, customers or profits).

Unless otherwise agreed in writing, specific deliverables developed for the Client (source code, mockups, documents) are assigned to the Client upon full payment. Overlyne retains ownership of its tools, frameworks, libraries, methodologies and pre-existing reusable components, as well as generic evolutions of its products (Overlyne Business, Cloud, etc.), which are licensed to the Client.

The parties undertake to preserve the confidentiality of information exchanged within the framework of the service. Overlyne processes personal data in accordance with Organic Law No. 2004-63 of July 27, 2004 and its Privacy Policy. Overlyne may subcontract all or part of the service while ensuring that the same confidentiality obligations are respected by its subcontractors.

Neither party shall be held liable for a breach of its obligations resulting from a force majeure event within the meaning of Article 283 of the Tunisian Code of Obligations and Contracts (unforeseeable, irresistible and external event). The party invoking force majeure shall inform the other party as soon as possible and the parties shall seek an amicable solution for the continuation or termination of the contract.

In case of non-performance by either party of its contractual obligations, the other party may terminate the contract automatically 30 days after formal notice has remained without effect. In case of termination due to the Client's fault, Overlyne retains the amounts received for work performed and the Client remains liable for amounts invoiced for the period elapsed.

These ToS are subject to Tunisian law. In case of dispute, the parties undertake to seek an amicable solution prior to any legal action. Failing amicable resolution within 30 days of written notice of the dispute, the competent courts of Monastir (Tunisia) will have sole jurisdiction, notwithstanding multiple defendants or guarantee calls.