Terms of use and sale

1. Publisher and definitions

The TEMIA RETAIL platform (the "Platform"), available at temiatraining.com, is published and operated by Toumai Partners SUARL, a company incorporated under the laws of Senegal, Sénégal, [RCCM / NINEA to be filled in the issuer details] (the "Publisher"). The "Customer" is the organisation (service-station network, subsidiary, company) that subscribes and has its own workspace on the Platform. A "User" is any individual holding an account attached to the Customer's workspace. "Customer Data" means the information entered or imported by the Customer and its Users (stations, tanks, dips, pump indexes, takings, incidents, staff, training results, etc.).

2. Purpose

The Platform is an online (SaaS) management and training service for service-station networks, comprising Academy (training paths, assessments, certificates), Operations (daily station operations: dips, pump indexes, deliveries, day closes, wetstock reconciliation, HSSE, visits, shop, finance) and Planogram Studio (merchandising). These terms set out how the Platform is accessed and how subscriptions are taken out. Any use constitutes unreserved acceptance of these terms by the Customer and each User.

3. Workspace creation and trial

The Customer's workspace is created either by the Publisher or through online sign-up. The person signing up declares they are authorised to bind the Customer. Unless otherwise agreed, a new workspace benefits from a free 14-day trial, without commitment, within the limits stated at sign-up. At the end of the trial, access is suspended until a subscription is taken out; Customer Data is kept for 90 days and then deleted if no subscription is taken out.

4. Accounts and users

Each User has a personal, named account. Credentials are strictly confidential; the Customer is responsible for their use and for actions performed from the accounts of its workspace. The Customer assigns roles and scopes itself (management, region, area, station manager, shop staff, learner) and undertakes to remove without delay the access of people who have left its organisation. The Publisher may suspend an account in the event of fraudulent use, attempted access to another customer's data or a threat to the security of the Platform.

5. Subscriptions and prices

The subscription is calculated per active station per month, according to the tier matching the Customer's number of stations (Starter, Pro, Network, Enterprise) as published on the Platform's Pricing page on the day of subscription. The Customer chooses a monthly or annual cycle; the annual commitment carries a 10% discount. Prices are in USD excluding taxes; applicable taxes are added in accordance with the regulations in force. The number of stations subscribed is a cap: creating additional stations requires an amendment or an additional invoice pro rata for the remaining period. The Publisher may revise its prices for the following period with 60 days' notice before renewal.

6. Invoicing and payment

Invoices are issued by Toumai Partners SUARL and sent by e-mail to the billing contact designated by the Customer; they are also available in the "Subscription & invoices" area. Payment is made by bank transfer to the account stated on the invoice, quoting the invoice number, within 15 days of issue, bank charges borne by the Customer. The subscription is activated or renewed on receipt of payment, for the invoiced period. No discount is granted for early payment. In case of late payment the Publisher sends a reminder; failing payment 15 days after the due date, access may be suspended until settlement, without prejudice to the sums due, and late-payment interest may be applied at the statutory rate in force in Senegal.

7. Term, renewal and termination

The subscription runs for the invoiced period (one month or twelve months) and is renewed by the issue of a new invoice before expiry, which the Customer is free not to pay in order to end the service. The Customer may terminate at any time by e-mail to [e-mail to be filled in]; termination takes effect at the end of the period already paid, with no refund for the current period. Either party may terminate as of right, after formal notice remaining without effect for 15 days, in the event of a serious breach by the other party. The Publisher may discontinue the Platform with 90 days' notice; sums paid for the unperformed period are then refunded pro rata.

8. Customer obligations

The Customer is solely responsible for the accuracy and lawfulness of Customer Data, for respecting third-party rights and for complying with the regulations applicable to it. It designates an administrator for its workspace, ensures proper use of accounts and informs the Publisher without delay of any suspected compromise. It shall not reverse-engineer, mass-extract or resell access to the Platform.

9. Publisher obligations and service level

The Publisher undertakes to provide the Platform diligently and in accordance with good practice, to maintain and improve it, and to target 99.5% monthly availability, excluding planned maintenance (announced at least 48 hours in advance and carried out where possible outside West African business hours), force majeure and failures of the hosting provider or networks. Customer Data is backed up daily and backups are kept for 30 days. Support is provided by e-mail at [e-mail to be filled in] on business days, with a first response within one business day. The Platform is provided as is; its calculations (wetstock variances, theoretical takings, indicators) are decision aids that do not replace the Customer's own controls.

10. Customer Data, hosting and reversibility

Customer Data remains the exclusive property of the Customer. The Publisher accesses it only to operate, maintain and support the Platform, on the Customer's instructions, and uses it for no other purpose; it discloses nothing to third parties except where required by law. The Platform is hosted by IONOS on servers located in the European Union. Customers' workspaces are strictly segregated. Throughout the contract the Customer may export its data in Excel and PDF formats from the Platform. After the contract ends, export remains possible for 30 days, after which Customer Data is deleted within 90 days, save for statutory retention obligations. The processing of personal data is described in the privacy policy, which forms an integral part of these terms.

11. Confidentiality

Each party undertakes to keep confidential the other party's information obtained in the course of the contract (operating data, figures, commercial terms, technical elements) and to use it only for its performance, for the term of the contract and five years thereafter.

12. Intellectual property

The Platform, its software, structure, training content (texts, videos, exercises, fact sheets, reference data) and trademarks are the property of the Publisher or its partners. The contract grants the Customer a personal, non-exclusive, non-transferable right of use, limited to the subscription term and its own internal needs. Training content is reserved for the Customer's Users; any reproduction, distribution or exploitation outside the Platform is prohibited without written consent. Planograms, documents and data created by the Customer belong to the Customer.

13. Liability

The Publisher is bound by an obligation of means. Its liability, all causes combined, is limited to proven direct damage and may not exceed the amounts actually paid by the Customer in the twelve months preceding the event giving rise to the claim. It is not liable for indirect damage (loss of business, revenue or data entered outside the Platform, damage to reputation), nor for the consequences of erroneous entries, non-compliant use or failure of the Customer's equipment, networks or third-party services.

14. Force majeure

Neither party is liable for a failure due to force majeure within the meaning of Senegalese law and OHADA case law, including widespread failures of telecommunications or electricity networks. The affected obligation is suspended for the duration of the event; if it exceeds 60 days, either party may terminate without compensation.

15. Changes to these terms

The Publisher may update these terms. Any substantial change is notified to the Customer by e-mail or by a message in the Platform at least 30 days before it takes effect and applies to the following subscription period. A Customer who refuses it may terminate at the end of its current period.

16. Governing law and disputes

These terms are governed by Senegalese law and, within its scope, by the OHADA Uniform Acts. In the event of a dispute, the parties first seek an amicable solution within 30 days of written notice of the dispute. Failing that, the dispute is brought before the competent courts of Dakar (Senegal), including in the event of multiple defendants or third-party claims. The French version of these terms prevails; translations are provided for information.

17. Contact

Toumai Partners SUARL — Sénégal — [RCCM / NINEA to be filled in the issuer details]
E-mail: [e-mail to be filled in]