Rental & Service Terms

Version 1.0 (2026) · Last updated: September 2026

Preamble

Manoova SARL, registered with the Antananarivo Trade and Companies Register under number 2021 B 00438 (hereinafter “Manoova”), publishes and operates the Sobber solution, a workplace alcohol-risk prevention system combining a connected breathalyzer, a mobile application and an online supervision platform (SaaS).

These General Terms of Rental and Service (hereinafter the “CGL”) define the conditions under which Manoova makes Sobber equipment available for rental and provides associated services to the Client. They apply to every contractual relationship and are supplemented, for each Client, by Particular Conditions (hereinafter the “CP”) specifying in particular the leased equipment, pricing, term and engagement-specific terms.

Article 1 — Definitions

Sobber Solution

The whole composed of the Device(s), the mobile Application and the Platform, together with associated services.

Device

The connected AF-50AD breathalyzer made available to the Client, remaining the property of Manoova.

Application

The Sobber mobile application enabling tests and User identification, including by facial recognition.

Platform (or Backoffice)

The multi-site SaaS supervision interface allowing the Client to view and manage test results.

User

Any person authorised by the Client to perform a test using the Solution.

Validated Test

Any test performed and recorded by the Solution, deducted from the Allowance.

Allowance

The volume of Validated Tests included per Device and per month, as set in the CP.

Top-Up

A block of additional Validated Tests acquired beyond the Allowance, at rates set in the CP.

Mouthpiece

Oral consumable used to perform tests; a batch is supplied at delivery under the CP.

Calibration (or Recalibration)

The periodic metrological verification and adjustment of the Device.

Replacement Device

A device supplied by Manoova to ensure service continuity during Calibration or an intervention.

Article 2 — Purpose

The CGL define the conditions for rental of Sobber equipment and provision of associated services (Application, Platform, Test Allowance, Calibration, maintenance and support), under the “all-inclusive rental” (OPEX) formula subscribed by the Client in the CP.

Article 3 — Contractual documents

The contractual relationship is governed, in decreasing order of priority, by: (i) the Particular Conditions signed by the parties; (ii) these CGL; (iii) the commercial offer and accepted purchase order. In case of contradiction, the higher-ranking document prevails over the lower-ranking one for the stipulation concerned only.

Article 4 — Term, renewal and termination

4.1 Term

The contract takes effect and ends on the dates set in the CP, for the commitment period stipulated therein.

4.2 Renewal

At the end of the initial term, the contract renews automatically for successive twelve (12) month periods, unless terminated by either party by written notice at least sixty (60) days before the end date.

4.3 Early termination by the Client

Any termination by the Client before the end of the current commitment period makes the remaining rentals immediately due until that end date, as a termination indemnity, without prejudice to the return of the equipment.

4.4 Termination for breach

In case of serious breach by either party of its obligations, not remedied within fifteen (15) days following formal notice remaining without effect, the other party may terminate the contract as of right, without prejudice to any damages.

Article 5 — Delivery and ownership of equipment

5.1 Ownership

The equipment is leased and remains, in all circumstances, the exclusive property of Manoova. The Client acquires no ownership right and may not encumber it with any security.

5.2 Delivery and commissioning

Manoova delivers the equipment, commissions it and provides the Client with the training needed for its use. Signature of the handover report (or, failing that, first use) constitutes acceptance of the equipment in good working order.

Article 6 — Financial terms

6.1 Rental

The Client pays a monthly rental whose amount is set in the CP. Unless otherwise stipulated, amounts are expressed in Ariary and exclusive of tax; no value-added tax is charged in addition.

6.2 Allowance and overage

The rental includes the Validated Test Allowance set in the CP. Any overage is billed in Top-Up blocks at rates set in the CP. Unused monthly Allowance is neither carried over nor refunded.

6.3 Consumables

A batch of Mouthpieces is supplied at delivery for each new device; additional Mouthpieces are supplied at the rate set in the CP.

6.4 Billing and payment

Rentals are billed monthly and payable in advance, within the period set in the CP. Top-Ups and consumables are billed according to consumption.

6.5 Late payment

Any sum unpaid when due bears, as of right and without prior formal notice, late-payment interest at one and a half percent (1.5%) per month of delay commenced. After formal notice remaining without effect for fifteen (15) days, Manoova may suspend access to the Platform and the service, without such suspension relieving the Client of rental payments.

6.6 Revision

Rates may be revised at each renewal, subject to written notice to the Client at least sixty (60) days before the revision takes effect.

Article 7 — Security deposit

Upon delivery of the equipment, the Client provides a guarantee whose form and amount are set in the CP. This guarantee covers the Client’s breaches, including non-payment, non-return or damage to the equipment. It is returned to the Client at the end of the contract, after return of the equipment in good condition and clearance of any outstanding balance.

Article 8 — Custody and use of equipment

The Client has custody of the equipment from delivery until return. The Client undertakes to:

• use the equipment in accordance with its purpose and Manoova’s instructions, and maintain an internet connection enabling data synchronisation;
• not assign, sublet, lend or permanently move the equipment outside declared sites without Manoova’s written agreement;
• not dismantle, modify or have a third party intervene on the equipment;
• promptly report to Manoova any malfunction, incident, loss or theft.

Article 9 — Calibration, maintenance and continuity of service

9.1 Calibration

Each Device undergoes periodic Calibration on a cycle of one thousand (1,000) Tests or twelve (12) months, whichever comes first. Calibration is included in the “all-inclusive rental” formula.

9.2 Continuity

During Calibration or any intervention immobilising a Device, Manoova provides a Replacement Device to ensure service continuity.

9.3 Maintenance

Manoova maintains equipment resulting from normal use. Interventions required by non-conforming use are at the Client’s expense.

Article 10 — Loss, theft and damage

The Client is liable for loss, theft or damage to the equipment occurring during the custody period, excluding normal wear. In case of loss, theft or irreparable damage, the Client owes the replacement value of the equipment as notified by Manoova; Manoova may, to that extent, draw on the guarantee provided under Article 7.

Article 11 — Return of equipment

At the end of the contract, for any reason whatsoever, the Client returns all equipment within eight (8) business days, in good working order, subject to normal wear. A contradictory report is drawn up on return. Costs of restoration or replacement of missing or damaged items are borne by the Client. Failing return, rentals remain due until effective return.

Article 12 — Online services and support

Manoova takes reasonable steps to ensure availability of the Platform and Application, as well as technical support on business days and hours. Manoova may evolve the Solution and carry out planned maintenance, informing the Client of significant scheduled interruptions.

Article 13 — Personal data and confidentiality of test data

13.1 Roles

The Solution processes personal data: User identity, biometric data from facial recognition, breath alcohol test results, timestamps and, where applicable, geolocation. The Client acts as data controller; Manoova acts as processor, intervening only on the Client’s instructions.

13.2 Legal basis and information of individuals

It is for the Client to define the purpose of processing, ensure a valid legal basis and inform tested persons, and where applicable collect required consents, in accordance with applicable personal data protection regulations in Madagascar. The Client indemnifies Manoova against any claim in this respect.

13.3 Security and retention

Manoova implements appropriate technical and organisational measures to protect the data, preserves confidentiality and retains them only for the necessary period. At the end of the contract, Manoova returns or deletes the data at the Client’s choice, subject to legal retention obligations. Any data breach is notified to the Client without undue delay.

Article 14 — Intellectual property

The brand, Application, Platform and all software components of the Solution remain the exclusive property of Manoova or its partners. During the contract term, the Client benefits from a simple personal, non-exclusive and non-transferable right of use, limited to its own needs.

Article 15 — Liability

15.1 Nature of the tool

The Solution is a prevention aid. It does not replace the Client’s legal and regulatory occupational health and safety obligations. Decisions taken on the basis of results (authorising or prohibiting start of shift, disciplinary measures, etc.) are the sole responsibility of the Client.

15.2 Limitation

Manoova’s liability, all causes combined, is limited to the amounts paid by the Client in respect of the twelve (12) months preceding the event giving rise to liability. Manoova is not liable for indirect or intangible damages (including loss of business or commercial prejudice).

Article 16 — Insurance

The Client is responsible for insuring the entrusted equipment against risks of loss, theft and damage during the custody period, and shall provide evidence upon first request by Manoova.

Article 17 — Force majeure

Neither party may be held liable for a breach resulting from a force majeure event under Malagasy law. Affected obligations are suspended for the duration of the event; if it persists beyond sixty (60) days, either party may terminate the contract without indemnity.

Article 18 — Confidentiality

Each party undertakes to keep confidential non-public information received from the other in connection with the contract, throughout its term and for two (2) years after its end.

Article 19 — Assignment

The contract may not be assigned by the Client without Manoova’s prior written consent. Manoova may assign the contract to any entity of its group or in the context of a restructuring operation, subject to informing the Client.

Article 20 — Governing law and dispute resolution

The contract is governed by Malagasy law. In case of dispute, the parties shall endeavour to seek an amicable solution first. Failing agreement within thirty (30) days, the dispute shall be brought before the competent courts of Antananarivo.

Article 21 — Miscellaneous

The possible nullity of one stipulation does not affect the validity of the others. Failure to rely on a breach does not constitute a waiver. Manoova may amend these CGL; the applicable CGL are those in force on the date of signature of the CP, unless the parties agree on a later version. Notices are validly sent by post or email to the contact details in the CP.

Executed for all legal purposes and annexed to the Particular Conditions of which it forms an integral part.

Questions: contact@sobber.io