Terms of Sale and Use

Omnisim — Version 1.0 Effective date: 1 August 2026

Authoritative version. These Terms are made available in several languages for the Customer's convenience. In the event of any discrepancy in interpretation between those versions, this English version alone shall prevail (Article 27.2).

Preamble

These Terms of Sale and Use (the "Terms") govern the entire contractual relationship between:

Omnisim OÜ, a company incorporated under the laws of Estonia (osaühing), registered with the Estonian Commercial Register (Tartu Maakohtu registriosakond) under registration code (registrikood) 17556339, having its registered office at Sepapaja tn 6, Lasnamäe linnaosa, 15551 Tallinn, Harju maakond, Estonia, reachable at contact@getomnisim.com,

hereinafter "Omnisim",

and any legal or natural person acting in the course of its professional activity who subscribes to the Services, hereinafter the "Customer".

Omnisim publishes a software platform for the management of driving simulation centres, comprising a web administration application, software installed on simulation stations, and online booking and payment collection modules.

The Services are intended exclusively for professionals. By subscribing, the Customer declares that it acts in the course of its commercial, industrial, craft or professional activity. Consumer protection provisions, and in particular the right of withdrawal, do not apply.

Article 1 — Definitions

The terms below, when capitalised, have the following meaning:

Article 2 — Purpose and scope

2.1. The purpose of these Terms is to define the conditions under which Omnisim makes the Services available to the Customer, together with the respective rights and obligations of the parties.

2.2. They apply to every subscription, including the free trial, to the exclusion of any other document and in particular of the Customer's general purchasing conditions, which are expressly excluded regardless of when they may have been brought to Omnisim's attention.

2.3. No derogation from these Terms is possible other than by a written agreement signed between Omnisim and the Customer. In the event of conflict, such specific document prevails over these Terms solely in respect of the provisions it expressly addresses.

Article 3 — Acceptance and contractual documents

3.1. Subscribing to a free trial or to a paid Plan constitutes full and unreserved acceptance of these Terms. Such acceptance is evidenced by a checkbox to be ticked before the subscription is confirmed.

3.2. The contract comprises, in decreasing order of precedence:

1. any specific agreement signed between the parties;
2. these Terms and their annexes;
3. the price list in force on the date of subscription;
4. the documentation of the Services.

3.3. The Customer warrants that the natural person accepting these Terms has authority to bind the legal entity on whose behalf they act.

Article 4 — Description of the Services

4.1. NEXUS enables the Customer to administer its Centres, its Stations, its content catalogue, its prices, its sessions, its challenges and its statistics.

4.2. IGNITION is installed by the Customer on each of its Stations. It launches simulation sessions, applies the configuration synchronised from NEXUS, manages the idle display and reports session data.

4.3. The Booking Module enables the Customer to publish a booking page under its own brand and to collect payment from its Drivers online, under the conditions of Articles 15 and 16.

4.4. The functional scope actually available depends on the Plan taken out. The list of features by Plan is set out on the pricing page and within NEXUS. Omnisim reserves the right to develop the Services, to add features and to modify their user experience, subject to Article 24 in respect of the removal of any substantial feature.

4.5. The Services are supplied on a software-as-a-service (SaaS) basis. They give rise to no assignment of source code and to no installation on the Customer's servers, save for IGNITION under the conditions of Article 12.

Article 5 — Customer Account

5.1. Subscription requires the creation of an Account using accurate, complete and up-to-date information. The Customer undertakes to update it without delay in the event of any change, in particular its country of establishment, its billing address and its EU VAT number.

5.2. The Customer may authorise Users to access NEXUS, within any limit provided for by its Plan. It remains liable for their acts as for its own.

5.3. Credentials are strictly personal and confidential. The Customer is responsible for keeping them secure and for any action carried out from its Account. It shall inform Omnisim without delay of any unauthorised use.

5.4. Omnisim shall not be held liable for the consequences of any disclosure, loss or fraudulent use of credentials attributable to the Customer or its Users.

Article 6 — Free trial

6.1. Omnisim may offer a free trial lasting fourteen (14) days from its activation, with no payment method required.

6.2. The free trial is limited to one trial per Customer, irrespective of the number of Accounts, establishments or Plans concerned. It is neither renewable, nor transferable, nor redeemable for cash.

6.3. During the trial, the Customer has access to the features of the selected Plan. Omnisim may restrict certain sensitive features, in particular online payment collection, on anti-fraud grounds.

6.4. If the trial expires without subscription to a paid Plan, access to the Services is suspended and the Stations cease to be authorised to start a session. The Customer's data is retained under the conditions of Article 19.

6.5. If the Customer subscribes to a paid Plan before the end of the trial, the balance of remaining days is honoured in full: no charge is made before the trial end date originally scheduled.

6.6. Omnisim reserves the right to refuse or discontinue a free trial in the event of suspected abuse, circumvention of the limit set out in Article 6.2, or use not compliant with these Terms.

Article 7 — Plans, prices and currency

7.1. Per-Simulator pricing. The subscription price depends on the Plan taken out, the billing frequency selected (monthly or annual) and the number of Simulators declared. The unit price per Simulator decreases by tiers, in accordance with the price list in force.

7.2. Prices exclusive of tax. All prices are stated exclusive of tax. Value added tax is applied in accordance with the regulations in force: reverse charge where the Customer provides a valid EU VAT number, Estonian VAT failing that. Providing an invalid VAT number gives no right to any refund of tax duly invoiced.

7.3. Currency. The billing currency is determined by the Customer's country of establishment on the date of its first invoice. It is final and cannot be changed for the entire duration of the contractual relationship. Any subsequent change of country of establishment must be notified to Omnisim and may require a new contract to be entered into.

7.4. Regional price lists. Omnisim applies distinct price lists by economic region. The Customer shall not provide inaccurate establishment information with a view to benefiting from a price list to which it is not entitled. Any inaccurate declaration entitles Omnisim to re-invoice the difference and, where applicable, to terminate the contract under the conditions of Article 10.5.

7.5. Price changes. Omnisim may amend its prices. Any increase is notified to the Customer at least sixty (60) days before it takes effect and applies only from the renewal of the current subscription period. A Customer who does not accept the new price list may terminate free of charge before that date, in accordance with Article 10.

Article 8 — Subscription and billing

8.1. Payment provider. Subscription payments are processed by Stripe Payments Europe, Ltd. Omnisim neither collects nor stores the Customer's payment card details.

8.2. Automatic payment. By subscribing, the Customer authorises Omnisim, through Stripe, to charge the sums due to the registered payment method on each due date, without further formality.

8.3. Due dates. The subscription is invoiced in advance, on subscription and then on each renewal of the period. The period is one month or one year according to the frequency selected.

8.4. Invoices. Invoices are issued electronically and made available within NEXUS. The Customer accepts them in electronic form.

8.5. Disputes. Any dispute regarding an invoice must be sent to Omnisim by email, to the contact address published on its website, within thirty (30) days of issue. After that period, the invoice is deemed accepted. A dispute does not relieve the Customer of the obligation to pay undisputed sums.

8.6. No set-off. The Customer may not set off any sums owed to Omnisim against any claim it may hold against Omnisim, save with Omnisim's written agreement or a final court decision.

Article 9 — Change of Plan and of number of Simulators

9.1. The Customer may at any time, from within NEXUS, change Plan, change its billing frequency or adjust its number of Simulators.

9.2. Increase (upgrade, addition of Simulators). The change takes effect immediately. A pro rata adjustment for the current period is calculated and invoiced: the Customer is charged only the difference corresponding to the remaining fraction of the period.

9.3. Decrease (downgrade, removal of Simulators). The change takes effect immediately on the functional scope and on the number of authorised Stations. The new price applies from the following renewal and the billing anniversary date remains unchanged.

The Customer is expressly informed that such a decrease gives rise to no refund and no credit note in respect of the subscription period already paid, whatever fraction of that period remains to run on the date of the change. It is for the Customer to take this into account when choosing the date on which it requests a decrease, in particular on an annual subscription.

9.4. Change of billing frequency. Moving from one billing frequency to the other takes effect immediately. As a year and a month share no common cycle, the billing period restarts on the date of the change: the time already paid for and not used is credited to the Customer and set off against subsequent invoices until exhausted, and the new period is invoiced immediately. Such a change constitutes neither an increase within the meaning of Article 9.2 nor a decrease within the meaning of Article 9.3: neither the Plan nor the number of Simulators is altered.

9.5. Safeguard on active Stations. A reduction in the number of Simulators is refused for as long as the number of active Stations exceeds it. It is for the Customer to deactivate, itself and from within NEXUS, the Stations it intends to release: Omnisim does not choose on its behalf which Station to stop serving.

9.6. Terminated or expired subscription. A terminated, expired or unpaid subscription cannot be modified. Restoring access requires a new paid subscription.

Article 10 — Term, renewal and termination

10.1. Term. The contract is entered into for the duration of the subscription period taken out. It is automatically renewed for successive periods of the same duration, save termination under the conditions below.

10.2. Termination by the Customer. The Customer may terminate at any time, without cause and without charge, from within NEXUS. Termination takes effect at the end of the current subscription period: the Services remain fully accessible until that date. No refund, even partial, is due in respect of the period commenced.

10.3. Reversing a termination. For as long as the current period has not expired, the Customer may cancel its termination request from within NEXUS and continue its subscription without interruption.

10.4. Termination by Omnisim for convenience. Omnisim may terminate the contract on sixty (60) days' written notice. In that case, it shall refund to the Customer, on a pro rata temporis basis, the fraction of the subscription paid and not used.

10.5. Termination for breach. In the event of a material breach by either party of any of its obligations, the other party may terminate the contract as of right fifteen (15) days after a formal notice has remained without effect, without prejudice to any damages. The following are in particular regarded as material breaches by the Customer: persistent non-payment, fraudulent use of the Services, circumvention of technical protection measures, inaccurate declaration of its country of establishment, and any attack on the security of the Services.

10.6. Immediate termination. Omnisim may suspend or terminate without notice in the event of manifestly unlawful activity, any attack on the security or integrity of the Services, established payment fraud, or an order from a competent authority.

10.7. Effects of the end of the contract. On the effective date of termination, access to NEXUS is closed, Station activation licences are revoked, and IGNITION ceases to authorise the start of new sessions. The Customer's data is dealt with in accordance with Article 19.

Article 11 — Non-payment and suspension

11.1. If a payment fails, Omnisim informs the Customer and makes further attempts. The Customer has a period in which to regularise its situation from within NEXUS.

11.2. Failing regularisation, access to the Services is suspended. Suspension does not constitute termination: the subscription remains due for the period concerned, and sums that have fallen due remain payable.

11.3. In accordance with applicable law, any sum unpaid on its due date bears interest as of right at the statutory rate applicable to commercial transactions, without any formal notice being required, together with reimbursement of reasonably incurred recovery costs.

11.4. Suspension for non-payment renders the Customer's Stations inoperative for the launching of new sessions. The Customer is solely responsible for the commercial consequences of that interruption vis-à-vis its own Drivers, in particular in respect of bookings already paid for. It is for the Customer to take this into account in managing its payment method.

Article 12 — Licence to use IGNITION

12.1. Scope. Omnisim grants the Customer, for the duration of the subscription, a personal, non-exclusive, non-transferable and non-sublicensable right to use IGNITION, limited to its own operating needs and to the number of Simulators taken out.

12.2. Activation. Each Station consumes one activation, attached to a licence key. The number of concurrent activations may not exceed the number of Simulators taken out. The Customer manages its activations from within NEXUS.

12.3. Prohibitions. The Customer shall not, and shall not permit its Users or staff to:

• decompile, disassemble or reverse engineer IGNITION, save within the strict mandatory limits of Article 6 of Directive 2009/24/EC;
• circumvent, alter or neutralise technical protection measures, licence activation mechanisms or the mechanisms verifying the entitlements associated with the Plan taken out;
• copy, distribute, rent, lend or make IGNITION available to a third party;
• use it on a number of Stations greater than the number taken out;
• remove or alter any proprietary notices.

12.4. Updates. Omnisim may release updates to IGNITION. The Customer undertakes to keep its Stations on a supported version. Omnisim does not warrant the operation of an obsolete version and may cease to maintain its compatibility with the Services after reasonable notice.

12.5. End of the right of use. At the end of the contract, the right of use ceases as of right. The Customer shall uninstall IGNITION from all of its Stations.

Article 13 — Customer obligations

13.1. Technical environment. The Customer is solely responsible for providing, configuring, securing and maintaining its technical environment: Stations, the Windows operating system and its licences, simulation hardware, peripherals, local network and Internet access. Omnisim does not warrant the operation of the Services on an environment that does not comply with the recommended configuration.

13.2. Internet connection. Certain features require a permanent Internet connection. The Customer acknowledges that an interruption of its connection may degrade or prevent the operation of the Services, without Omnisim incurring any liability.

13.3. Operations. The Customer remains solely responsible for its commercial activity, its regulatory compliance, its insurance, safety and public-reception obligations, the setting of its prices and its contractual relations with its Drivers.

13.4. Customer Content. The Customer warrants that it holds all rights necessary in the Customer Content it uploads, and that such content infringes no third-party right and no legal provision. It shall indemnify Omnisim against any claim in that respect.

13.5. Fair use. The Customer shall refrain from any use liable to impair the availability, integrity or security of the Services, in particular any attempted unauthorised access, any circumvention of rate limits, any massive and systematic extraction of data, and any automated use not provided for in the documentation.

13.6. Cooperation. The Customer shall respond within a reasonable time to Omnisim's requests necessary for the performance of the contract, in particular in matters of security, billing and compliance.

Article 14 — Third-party software and content

14.1. Assetto Corsa. The Services drive the Assetto Corsa simulation software, published by Kunos Simulazioni S.r.l. Omnisim is neither the publisher, nor the distributor, nor an affiliate of Kunos Simulazioni, and is bound to it by no partnership.

14.2. Licences at the Customer's expense. The Customer is solely responsible for acquiring and complying with the licences for Assetto Corsa, its extensions, additional content (vehicles, tracks, modules) and any third-party software installed on its Stations, including the rights necessary for commercial or public-venue use. It shall indemnify Omnisim against any claim by a third-party publisher in that respect.

14.3. Third-party content. Omnisim exercises no control over third-party content installed by the Customer on its Stations and assumes no liability as to its lawfulness, quality or compatibility.

14.4. Changes to third-party dependencies. A change in, unavailability of, or discontinuation of any third-party software or service on which the Services depend may lead Omnisim to modify or remove a feature, without this constituting a breach on its part.

Article 15 — Booking Module and online payment collection

15.1. Omnisim's role. Omnisim supplies a technical tool enabling the Customer to market its own services to its Drivers. Omnisim is not a party to the contract concluded between the Customer and its Driver. It acts neither as seller, nor as collection agent, nor as organiser of the simulation service.

15.2. Payment account. Payment collection requires the Customer to hold an account with Stripe, opened and administered through Stripe Connect. The Customer accepts Stripe's terms of service, of which it is the direct counterparty for payment collection. Funds are paid directly into the Customer's account; Omnisim at no time holds Drivers' funds, save for the Platform Fees referred to in Article 16.

15.3. The Customer's terms of sale. The Customer publishes its own terms of sale for its Drivers, together with its cancellation and refund conditions. It is their sole author and solely responsible for them. Omnisim provides the technical place in which to display them; it controls neither their content nor their compliance.

15.4. Refunds and disputes. The Customer alone handles cancellation and refund requests and complaints from its Drivers, as well as unpaid amounts and payment disputes (chargebacks), the cost and risk of which it bears in full.

15.5. The Customer's regulatory obligations. The Customer remains solely responsible for its obligations regarding invoicing, VAT, accounting and pre-contractual information vis-à-vis its Drivers.

15.6. Suspension of payment collection. Omnisim may suspend the Booking Module in the event of suspected fraud, an order from Stripe or an authority, or a breach by the Customer of this Article.

Article 16 — Platform Fees

16.1. Principle. In consideration for making the Booking Module and the payment collection infrastructure available, Omnisim receives a commission on each payment collected by the Customer through that module (the "Platform Fees").

16.2. Rate and basis. Platform Fees are expressed as a percentage of the amount inclusive of all taxes of each transaction. The rate applicable to the Customer is the rate set out in the price list of its Plan and displayed within NEXUS. That price list forms part of the contractual documents within the meaning of Article 3.2; the rate may be amended only under the conditions of Article 16.5.

16.3. Deduction. Platform Fees are deducted automatically at the time of payment, by retention from the amount paid over to the Customer. They are separate from, and cumulative with, Stripe's own commissions, which remain payable by the Customer.

16.4. Refunds. Where a transaction is refunded in whole or in part by the Customer, the corresponding Platform Fees are returned to it in proportion to the amount refunded.

16.5. Changes. Any increase in the rate applicable to the Customer is notified at least sixty (60) days before it takes effect, and does not affect earlier transactions. A Customer who does not accept the new rate may terminate free of charge before that date, in accordance with Article 10.

16.6. Transparency. Details of the Platform Fees deducted are available to the Customer at all times within NEXUS.

Article 17 — Availability, maintenance and support

17.1. Best-efforts undertaking. Omnisim implements reasonable means to ensure the availability of the Services 24 hours a day, 7 days a week. It is bound by a best-efforts obligation and does not warrant uninterrupted, error-free operation.

17.2. Maintenance. Omnisim may interrupt the Services for maintenance operations. Scheduled work liable to affect the service significantly is announced in advance and planned, so far as possible, outside usual operating hours. Emergency work, in particular for security reasons, may take place without notice.

17.3. Dependencies. The availability of the Services depends on third-party infrastructure and network providers. A failure on their part does not constitute a breach by Omnisim.

17.4. Support. Omnisim provides electronic support, from within NEXUS and at the contact details published on its website. Hours, channels and first-response times depend on the Plan taken out and are set out on the pricing page.

17.5. Scope of support. Support covers the use of the Services. It does not cover the Customer's hardware, its network, its operating system, third-party software, or the content it installs.

Article 18 — Personal data

18.1. Two distinct capacities. In performing these Terms, Omnisim acts:

• as controller in respect of data relating to the Customer, its Users and the management of the contractual relationship (account, billing, support, security, usage statistics);
• as processor, within the meaning of Article 28 of Regulation (EU) 2016/679 ("GDPR"), in respect of Driver Data processed on the Customer's behalf, the Customer being the controller thereof.

18.2. Data processing agreement. The conditions of that processing are set out in Annex 2, which constitutes a data processing agreement within the meaning of Article 28(3) GDPR.

18.3. The Customer's responsibility. The Customer warrants that it has a legal basis for the collection and processing of Driver Data, that it has satisfied its information obligations and that it has obtained, where applicable, the necessary consents. It shall indemnify Omnisim against any claim by a Driver or a supervisory authority resulting from a breach on its part.

18.4. Data subject rights. Requests to exercise rights from Drivers are addressed to the Customer. Omnisim assists it under the conditions of Annex 2.

18.5. Contact. Any question relating to personal data may be sent to contact@getomnisim.com.

Article 19 — Customer data, backups and deletion

19.1. Ownership. Customer Content and the operating data generated by the Customer's activity remain its property. Omnisim acquires no right in them, other than the rights of use strictly necessary to provide the Services.

19.2. Backups. Omnisim performs regular backups of the Services' database. Those backups serve Omnisim's business continuity and do not constitute an archiving service for the Customer's benefit.

19.3. Export. Throughout the term of the contract, the Customer may export its principal operating data from within NEXUS in the formats offered.

19.4. Deletion. Omnisim deletes Customer Content, Driver Data, the configuration settings of the Centres and Stations, and User accounts within ninety (90) days of the end of the contract.

19.5. Data retained under a legal obligation. By way of exception to Article 19.4, Omnisim retains, in restricted-access archives and without exploiting it for any other purpose:

• accounting records and billing evidence — subscription invoices, Platform Fee statements, proof of payment — for the period required by Estonian accounting law;
• the records required by the value added tax regulations applicable to electronically supplied services;
• the items strictly necessary to establish, exercise or defend legal claims, until the applicable limitation periods have expired.

19.6. Fate of backups. Data held in residual backups is no longer accessible in production and is erased in accordance with the backup rotation cycle.

19.7. Anonymised data. Omnisim may freely produce and use aggregated, anonymised statistics which do not allow the identification of either the Customer or any Driver, for the purposes of improving the Services and of communication.

Article 20 — Confidentiality

20.1. Each party undertakes to preserve the confidentiality of non-public information disclosed by the other in connection with the contract, to use it only for the performance thereof, and to disclose it only to those of its staff and subcontractors who need to know it and who are bound by an equivalent obligation.

20.2. This obligation does not apply to information that is public, already known without any obligation of confidentiality, independently developed, or whose disclosure is required by law or by a competent authority.

20.3. The obligation subsists throughout the term of the contract and for five (5) years after its end.

20.4. Commercial reference. Omnisim may cite the Customer's name and logo, and mention the commercial relationship, as a reference in its communication materials. The Customer may object at any time by simple written request.

Article 21 — Intellectual property

21.1. The Services, NEXUS, IGNITION, their source code, databases, interfaces, content, documentation, trade marks, logos and domain names are and remain the exclusive property of Omnisim or of its licensors.

21.2. The contract confers on the Customer only a right of use of the Services, for the duration of the subscription and within the limits it sets. No assignment of intellectual property rights is granted.

21.3. The Customer shall refrain from any reproduction, adaptation, translation, extraction or re-use of all or part of the Services, other than uses expressly authorised.

21.4. Feedback and suggestions. Suggestions for improvement submitted by the Customer may be freely used by Omnisim, without consideration and without any obligation of confidentiality in respect of them.

21.5. Infringement indemnity. Omnisim shall indemnify the Customer against any action based on the alleged infringement, by the Services, of a third party's intellectual property right, provided that the Customer notifies it without delay, leaves it in charge of the defence and cooperates. This indemnity does not apply where the action results from Customer Content, from third-party software installed by the Customer, from an unauthorised modification or from use not compliant with these Terms.

Article 22 — Warranties and liability

22.1. Nature of the obligations. Omnisim is bound by a best-efforts obligation in the supply of the Services.

22.2. No warranty of commercial results. Omnisim does not warrant any level of attendance, any turnover, or the profitability of the Customer's activity. Projections appearing in commercial materials are indicative and of no contractual value.

22.3. Exclusion of indirect damage. Omnisim shall in no event be liable for indirect damage, in particular loss of operations, loss of turnover, loss of customers, commercial or reputational harm, or for loss of data attributable to the Customer.

22.4. Cap. Omnisim's total aggregate liability under the contract, on any ground whatsoever, is limited to the amount excluding tax actually paid by the Customer in respect of the subscription during the twelve (12) months preceding the triggering event, or to the amount paid since subscription if that occurred less than twelve months previously.

22.5. Exclusions from the cap. The limitations in Articles 22.3 and 22.4 do not apply in the event of wilful misconduct, gross negligence, personal injury, or in cases where the applicable law prohibits such a limitation.

22.6. Allocation of roles. Omnisim is not liable for: relations between the Customer and its Drivers; the operation of the Centre; the Customer's hardware and network; third-party software and content; or interruptions resulting from a legitimate suspension under Articles 10, 11 or 15.

22.7. Limitation of actions. Any action by the Customer under the contract must be brought within one (1) year of the occurrence of the triggering event, failing which it is time-barred, to the extent permitted by the applicable law.

Article 23 — Force majeure

23.1. Neither party may be held liable for a breach resulting from an event of force majeure, understood as an event beyond its reasonable control, which could not reasonably have been foreseen and whose effects cannot be avoided by appropriate measures.

23.2. The following are in particular treated as events of force majeure, without that list being exhaustive: natural disasters, armed conflict, acts of terrorism, epidemics and binding health measures, general strikes, major failures of telecommunications or energy supply networks, large-scale cyberattacks, and decisions of public authorities.

23.3. The party prevented shall inform the other without delay. If the impediment continues beyond thirty (30) days, either party may terminate the contract by written notice, without compensation.

Article 24 — Amendment of these Terms

24.1. Omnisim may amend these Terms to take account of changes in the Services, in regulations or in its practices.

24.2. Any substantial amendment is notified to the Customer, by email or by message within NEXUS, at least thirty (30) days before it takes effect.

24.3. A Customer who does not accept the new version may terminate its subscription free of charge before the effective date. Continued use of the Services beyond that date constitutes acceptance.

24.4. Amendments required by a legal or regulatory obligation, or by a compelling security requirement, may take effect without notice.

Article 25 — Assignment

25.1. The Customer may not assign or transfer the contract, in whole or in part, without Omnisim's prior written consent, which shall not be refused without legitimate grounds.

25.2. Omnisim may assign the contract to any company within its group or in the context of a merger, contribution or transfer of business, subject to informing the Customer. Warranties and undertakings are transferred identically.

Article 26 — Miscellaneous

26.1. Partial invalidity. If any provision of these Terms is declared void or unenforceable, it shall be deemed unwritten and the remaining provisions shall retain full effect. The parties shall endeavour to substitute a valid provision of equivalent economic effect.

26.2. No waiver. The fact that a party does not rely on a breach does not constitute a waiver of its right to rely on it subsequently.

26.3. Independence of the parties. The parties are independent contractors. The contract creates between them neither a partnership, nor a mandate, nor a franchise, nor an agency or employment relationship.

26.4. Notices. Notices are validly given by email to the addresses entered in the Account, and by message within NEXUS. It is for the Customer to maintain a valid and monitored email address.

26.5. Evidence. The electronic records kept by Omnisim, in particular connection logs, licence activation logs and billing event logs, are admissible as evidence between the parties, subject to evidence to the contrary.

26.6. Entire agreement. These Terms and their annexes express the entire agreement of the parties and supersede any prior exchange on the same subject matter.

Article 27 — Governing law, language and jurisdiction

27.1. Governing law. These Terms are governed by Estonian law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.

27.2. Language. These Terms are made available in several languages for the Customer's convenience. In the event of any discrepancy in interpretation between those versions, the English version alone shall prevail.

27.3. Amicable settlement. The parties shall endeavour to settle amicably any dispute arising from the contract before any litigation.

27.4. Jurisdiction. Failing amicable agreement, any dispute falls within the exclusive jurisdiction of the *Harju County Court (Harju Maakohus)*, Tallinn, Estonia.

Annex 1 — Sub-processors

Omnisim uses the following providers in supplying the Services:

Transfers outside the European Economic Area, where they occur, are governed by an appropriate safeguard within the meaning of Chapter V GDPR: an adequacy decision of the European Commission — in particular the EU–U.S. Data Privacy Framework, to which Vercel Inc. adheres — or, failing that, standard contractual clauses.

Omnisim may amend this list. Any addition or replacement of a sub-processor is notified to the Customer at least thirty (30) days in advance, during which period the Customer may object on legitimate and serious grounds; failing a solution, it may terminate free of charge.

Annex 2 — Data processing agreement (Article 28 GDPR)

A.1 — Subject matter. Omnisim processes Driver Data on the Customer's behalf, for the sole purpose of providing the Services.

A.2 — Duration. For the term of the contract, extended by the deletion period provided for in Article 19.4.

A.3 — Nature and purpose of processing. Collection, recording, storage, consultation, making available and erasure, for the purposes of: managing bookings and sessions, identifying Drivers on the Stations, maintaining leaderboards and challenges, managing payments and their traceability, support and security.

A.4 — Categories of data subjects. Drivers and persons booking a session with the Customer.

A.5 — Categories of data processed. Nickname freely chosen by the Driver, email address, booking data, session and performance data (lap times, vehicle, track), transaction data (amount, timestamp, payment reference), technical connection data.

Omnisim collects no surname, no first name, no postal address and no telephone number of Drivers. Identity and payment data collected by Stripe at the time of payment is collected by Stripe on the Customer's behalf and is not retained by Omnisim.

No data falling within Article 9 GDPR (special categories of personal data) is processed. The Customer shall refrain from introducing such data into the Services.

A.6 — Instructions. Omnisim processes Driver Data only on the Customer's documented instructions, use of the Services constituting such instructions. It shall inform the Customer if an instruction appears to it to infringe the GDPR.

A.7 — Confidentiality. Omnisim ensures that persons authorised to process Driver Data are bound by an obligation of confidentiality.

A.8 — Security. Omnisim implements appropriate technical and organisational measures, in particular: encryption of communications, segregation of access by centre and by client, authentication of administrator access, encryption of sensitive secrets at rest, access logging, rate limiting of public interfaces, and regular backups.

A.9 — Sub-processors. The Customer authorises the use of the sub-processors listed in Annex 1, under the conditions set out therein. Omnisim imposes equivalent obligations on them and remains liable for their performance.

A.10 — Assistance. Omnisim assists the Customer, so far as possible and taking into account the nature of the processing, in responding to Drivers' requests to exercise their rights, and in respect of its obligations under Articles 32 to 36 GDPR.

A.11 — Personal data breach. Omnisim shall notify the Customer of any personal data breach affecting Driver Data without undue delay and at the latest within seventy-two (72) hours of becoming aware of it, communicating the information available to it.

A.12 — Fate of the data. At the end of the contract, Omnisim deletes Driver Data under the conditions of Article 19.4, subject only to the retentions required by law and listed in Article 19.5.

A.13 — Audit. Omnisim makes available to the Customer the information necessary to demonstrate compliance with Article 28 GDPR. The Customer may, at most once a year, on thirty (30) days' notice and at its own expense, have a documentary audit carried out, subject to confidentiality and without disruption to operations.

Omnisim OÜ — Registration code 17556339 — Sepapaja tn 6, Lasnamäe linnaosa, 15551 Tallinn, Harju maakond, Estonia