Terms of Service

These Terms and Conditions of Service and Use (the "T&Cs") are entered into between:

Elia Pay, a simplified joint-stock company registered with the Trade and Companies Register of Bordeaux under number 937 600 526, and registered in the Single Register of Insurance, Banking, and Finance Intermediaries under registration number 25000106 as a non-exclusive Banking Operations and Payment Services Agent, with its registered office at 82 rue Pierre Lalumière, 33320 Eysines, hereinafter referred to as "Elia Pay",

and

The Client, acting within the scope of their professional activity, on their own behalf and that of their Users, hereinafter referred to as the "Client". These terms concern the provision to the Client of a professional account for travel and tourism professionals developed and marketed by Elia Pay under the same name (the "Solution").

Elia Pay and the Client are each a "Party" and together the "Parties".

Subscription to the Solution by the Client is exclusively done online in the form of a subscription-based usage license. The Client is invited to carefully read these Terms and Conditions of Service communicated online by Elia Pay before accepting them. These T&Cs also govern any use of the Solution during a trial period (POC).

Article 1 Purpose of T&Cs, Acceptance

1.1. Purpose of T&Cs

The T&Cs aim to determine and govern the terms under which (i) Elia Pay provides a Right of Use of the Solution to the Client and (ii) the Client accesses and uses the Solution.

1.2. Acceptance of T&Cs by the Client

The T&Cs are communicated and submitted for acceptance by the Client during the creation of the Client Account. By checking the designated box and/or signing the applicable Quote, the Client acknowledges having read and declares accepting without reservation all of these T&Cs.

The Client guarantees in this regard that the individual accepting these T&Cs on behalf of the Client has full capacity and all powers to bind the Client under these T&Cs. The Client can find a copy of the applicable T&Cs on a durable medium, namely in PDF format, on the Website, and can at any time consult, store, or print it.

The Client acknowledges having performed all necessary verifications before committing and declares having received all necessary information allowing them to evaluate the Solution's compliance with their own internal needs. Access to and use of the Solution implies express and unreserved acceptance of all T&Cs by the Client and Users.

Article 2 Versions, Modifications of T&Cs

2.1. Version

The version of the T&Cs applicable to the Client is the one in force at the time of their acceptance by the Client, as possibly modified later under the conditions described below.

2.2. Modification

The T&Cs may be modified by Elia Pay, who will notify all modifications to the Client one (1) month before they take effect. This notification must be communicated in writing, by email, or through the Website.

2.3. Acceptance or Rejection of Modifications by the Client

In case of disagreement with one or more modifications, the Client may terminate these T&Cs without charge and by right in accordance with Article 8.2.1. This termination shall be the Client's exclusive remedy.

If Elia Pay does not receive a termination request within one (1) month following the notification of modifications, the Client will be deemed to have accepted these modifications. The T&Cs in their modified version will replace the previous version for their execution, will be communicated by email to the Client at the Client Account email address provided at the time of notification of the modifications, and will be available on the Website.

In the event of modification of the T&Cs made necessary by law or regulation, the T&Cs will be deemed modified by right, and Elia Pay will inform the Client of the changes made, it being understood that the Client remains free to terminate the T&Cs in accordance with Article 8.2.1.

Article 3 Access and Use

3.1. Right of Use of the Solution

Subject to the Client's acceptance of the T&Cs and payment of the subscription price to Elia Pay, Elia Pay grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and personal right to use the Solution in accordance with the Documentation (the "Right of Use").

The Right of Use is granted to the Client from the Date of Provision of the Solution until the expiration or termination of the T&Cs in accordance with Article 8.2.

3.2. Access to the Solution

The Solution is accessible through the Website (by clicking the "login" button) or directly via the URL https://eliapay.com/.

The Client acknowledges:

• that they have the necessary competence and means to access and use the Solution, particularly that they have Internet access, previously subscribed with a provider of their choice, the cost of which is their responsibility;
• that the quality and reliability of transmissions depend on the network infrastructures through which transmissions travel, and are random, which may lead to network failures or saturation, placing the Client in the inability to access the Solution;
• that it is their responsibility to ensure the security of their terminal equipment and Client Data, software, or any other equipment at their disposal, particularly against any virus contamination or intrusion attempts of which they may be a victim;
• that any equipment connected to the Website or the Solution is and remains under their sole responsibility, particularly in case of damage resulting directly or indirectly from their connection to the Website or the Solution;
• that they are responsible for access and use by Users of the Solution and guarantee compliance with the T&Cs by Users.

3.3. Client Account

Access to and use of the Solution by the Client requires that the Client has a client account through the Client information communicated to Elia Pay (the "Client Account"). This information must be complete, accurate, and up-to-date, which the Client guarantees. In case of modification of any of the information provided, the Client undertakes to update their information to maintain its accuracy. The Client remains solely responsible for any use that could be made of their Client Account, except in case of data breach resulting from a failure by Elia Pay.

The Client undertakes to keep their Users' passwords strictly confidential and to immediately notify Elia Pay if any of these passwords becomes compromised or disclosed. The email address linked to the Client Account must remain valid as long as the Client Account exists so that the Client can use the Solution.

A confirmation message for the creation of the Client Account will be automatically sent by email to the indicated address. The creation of the Client Account will be validated by the Client's activation of the link contained in the aforementioned confirmation message. Once the Client Account is created, the Client's User Accounts can be created so that Users can access the Solution. The Client is solely responsible for defining, managing, and monitoring their Users' access rights to the Solution, and for all acts and omissions of their Users.

3.4. User Account

Access to and use of the Solution by the User requires that the User has a User Account. Each User Account is specific to the indicated email address and cannot be shared with other Users.

The User Account information must be complete, accurate, and up-to-date, which the User guarantees. The Client remains responsible for any use that could be made of their Users' User Accounts, and consequently undertakes that their password remains strictly confidential and to immediately notify Elia Pay if it becomes compromised or disclosed.

The User's email address must remain valid as long as the User Account exists so that the User can access the Solution. The Client can grant certain Users administration and management rights for the Client Account through the assignment of the "administrator" or "manager" role. The Client is solely responsible for the assignment of administration and management rights granted to their Users and for the actions performed by these Users.

3.5. Restrictions on the Right of Use

The Client is authorized to use the Solution only within the scope of the Right of Use and within the limits of the applicable Plan. The Client undertakes and requires their Users to:

• not pledge, encumber, share, rent, sell, disclose login credentials, or otherwise make the Solution available to any third party who is not a User,
• not create or allow anyone to create any computer program similar to the Solution,
• not use the Solution for any purpose other than professional, particularly for needs other than their strict professional activity,
• not perform reverse engineering, disassemble, decompile, or attempt to discover the source code of the Solution,
• not copy, reproduce, manufacture, imitate, create derivative works, translate, localize, port, or otherwise modify the source code and/or database structure of the Solution, or engage any other person to perform similar activities
• not perform load tests on the Solution (high volume of requests) and
• not otherwise infringe Elia Pay's intellectual property rights in the Solution.

3.6. Suspension of the Right of Use

Elia Pay reserves the right to suspend the Right of Use of the Client or any User:

• in the event of a breach of Client Data or a security vulnerability, to protect Client Data until the breach has ceased,
• for any breach by the Client or their Users of the T&Cs, or
• for any inappropriate act or omission for the Solution or for any other User or the Client.

Where possible and except in emergency situations, Elia Pay will grant the Client a period of five (5) business days from Elia Pay's notification of the breach in question to remedy it, before suspending the Right of Use of the Solution. This period may be extended with Elia Pay's written agreement. In this case, the Parties will cooperate to resolve the problem within a reasonable time, and Elia Pay will restore the Client's access to the Solution as soon as possible. During the suspension period, the Price remains due by the Client. In case of suspension, Elia Pay is relieved of its obligation to provide the Solution and cannot be held responsible for any consequences of the suspension.

Article 4 Intellectual Property

4.1. Elia Pay's Intellectual Property

The Solution is an intellectual work within the meaning of the Intellectual Property Code. As such, Elia Pay holds all intellectual property rights in the Solution. Elia Pay owns and retains all rights and titles of intellectual property relating to the Solution, including all copyrights, patents, trade secrets, trademarks, and other related intellectual property rights.

The Client acquires no ownership rights or title of any kind in the Solution, except for the Right of Use. The Client undertakes not to perform any act or behavior that could directly or indirectly infringe the intellectual property rights in the Solution, as well as in the associated trademarks.

Any use not expressly authorized by Elia Pay under these terms is unlawful, in accordance with the provisions of Article L. 122-6 of the Intellectual Property Code.

The Client must not remove, conceal, or modify any copyright, trademark, or other property notices affixed or included within the Solution.

4.2. Warranty Against Infringement: Protection of the Client in Case of Third-Party Claims

4.2.1. Defense Obligation

In the event of a claim brought by a third party against the Client on the grounds that the Solution infringes a third party's intellectual property right existing prior to the Date of Provision, Elia Pay will defend the Client and undertakes to pay or reimburse the Client for any damages, costs, and fees that the latter would be ordered to pay to this third party by a final decision rendered by a competent court, or which would be agreed upon by settlement agreement with prior approval from Elia Pay.

This warranty will only be valid on the condition that the Client:

• immediately informs Elia Pay in writing of this claim;
• grants Elia Pay exclusive control over the defense and settlement of the claim, including the right to settle and
• provides Elia Pay, at the latter's expense, with all reasonable assistance, information, and powers necessary for the defense and settlement of the claim.

Elia Pay will only assume the procedural or settlement costs that it has expressly accepted in writing.

4.2.2. Exceptions

The obligations incumbent upon Elia Pay as stipulated in Article 4.2.1 above do not apply to damages, costs, and fees resulting from:

• any use of the Solution exceeding the scope of the Right of Use granted by these T&Cs,
• any modification or derivative work of the Solution made by or for the Client,
• the use of an obsolete infringing version of the Solution (or a component thereof) by the Client after the distribution of a non-infringing version by Elia Pay or
• any use or combination of the Solution with any technology, software, or hardware not provided by Elia Pay (particularly a Third-Party Online Service), where the alleged infringement could have been avoided by using the Solution without this technology, software, or hardware.

4.2.3. Remedies

In the event of a claim subject to Article 4.2.1 to which the exceptions provided in Article 4.2.2 do not apply, or if Elia Pay believes that a claim is likely, Elia Pay may, at its discretion:

• grant the Client a Right of Use allowing them to continue using the Solution or
• replace or modify the Solution to make it non-infringing, provided that the replacement Solution is substantially similar to the Solution.

If Elia Pay determines that these solutions cannot reasonably be implemented, Elia Pay may choose to terminate these T&Cs, in which case the Client will be entitled to receive a pro-rata refund of amounts already paid to Elia Pay for the Right of Use for the current month. Should Elia Pay choose one of the options in this Article 4.2.3, the chosen solution will constitute the sole and exclusive compensation to the Client for a claim of intellectual property infringement.

4.2.4. Liability Limitations

The provisions of this Article 4.2 set the limits of Elia Pay's liability regarding infringement due to the use of the Solution.

4.3. Ownership and Use of Client Data

4.3.1. Ownership of Client Data

The Client is and remains at all times the owner of the Client Data. The Client undertakes to insert into the Solution only legal data that does not contravene public order and morality.

The Client undertakes not to upload via the Solution any data protected by copyright, trademarks, or any other property right without having first obtained all necessary rights, permits, and authorizations to (a) make this data available via the Solution and (b) grant Elia Pay the limited right to use this data for the purposes of these T&Cs.

The Client indemnifies Elia Pay against any claims based on the use of Client Data and will bear the costs related to Elia Pay's right of defense as well as those resulting from any potential conviction.

4.3.2. Limited Rights to Use Client Data by Elia Pay

In the context of executing these T&Cs, the Client authorizes Elia Pay to collect, store, and process Client Data, directly or through its subcontractors, solely for the purpose of:

• providing the Solution and Related Services under these T&Cs;
• monitoring, detecting, preventing, reducing, or handling fraud, managing backups and security incidents or Anomalies, creating statistics concerning the use of the Solution, improving the Solution and Related Services, and suggesting such improvements to Clients and
• complying with Elia Pay's legal or contractual obligations.

Article 5 Account Information Service

5.1. Definition

Elia Pay provides the Client with an Account Information Service as part of their use of the Solution, which the Client accepts. For this purpose, Elia Pay connects to the IT systems of account managers designated by the Client and aggregates transaction data related to these accounts specified by the Client.

The Account Information Service described in this Article 5 is provided by Elia Pay, authorized as an account information service provider (REGAFI identifier 724620, bank code 17608) by the French Prudential Supervision and Resolution Authority.

5.2. Pricing Conditions

The Client's use of the Account Information Service is an integral part of their use of the Solution under the applicable Plan and is not subject to separate billing.

5.3. Consent

In this context, the Client explicitly consents to Elia Pay accessing the raw data relating to payment and bank accounts specified by the Client, and authorizes Elia Pay in their name and on their behalf to:

• communicate to the Accountant the information obtained from these third-party account managers;
• save and use the information obtained from account managers to provide the Solution and Related Services;

To benefit from the Account Information Service, the Client agrees to register the account(s) whose information they wish to aggregate via the Solution and which they hold with their various third-party account managers.

5.4. Interruption

The Client is informed and acknowledges that Elia Pay cannot guarantee them uninterrupted operation of the Account Information Service, which relies on the functioning of account managers' APIs, outside of Elia Pay's control.

Elia Pay cannot be held responsible for any damage caused by interruptions related to account managers. When the account manager notifies Elia Pay in advance of maintenance operations that may temporarily interrupt the Account Information Service, Elia Pay will inform the Client by email or display the information in the Client Account, and, where applicable, on User interfaces on the Client's instruction.

In this case, the Client undertakes to inform Users of the interruption of the Account Information Service.

5.5. Security and Support

Elia Pay will report any security vulnerability or necessary Update to ensure the security of the Account Information Service. Elia Pay will provide any useful assistance to the Client for processing User requests regarding the Account Information Service.

5.6. Insurance

Elia Pay's professional liability for providing the Account Information Service is covered by a contract subscribed with Hiscox insurance company.

5.7. Recourse

As part of the Client's use of the Account Information Service, in case of complaints related to the Solution's security, the Client can submit a complaint to Elia Pay at [email protected] or by mail to Elia Pay, 82 rue Pierre Lalumière, 33320 Eysines, France. The complaint processing time is ten (10) business days from receipt of the complaint for acknowledgment (unless the response itself is provided within this period) and one (1) month from receipt of the request for the response itself.

Elia Pay's response will specify the possible means of recourse and particularly the existence and contact details of the competent mediator. The persons concerned also have the possibility to file a complaint with the French Prudential Supervision and Resolution Authority (ACPR) if they believe that the processing of their banking data is not carried out in accordance with applicable provisions, by mail to: ACPR, 4 place de Budapest – CS 92459, 75436 Paris Cedex 09.

Article 6 Business Account

6.1. Business Account

In partnership with Swan, Elia Pay offers the Client a payment and electronic money service under the name Business Account, available in the Advanced Plan, whose features are described on the Website.

6.2. General

The services described in Article 6.1 are integrated into the Solution, provided to the Client by Swan under its responsibility, and governed by Swan's terms and conditions, received by email during Business Account creation, accepted by the Client with Swan, and accessible from the Client's personal Swan space. Support requests related to the use of the Business Account and Share Capital Deposit are handled by either Elia Pay or Swan depending on the type of request.

Swan SAS (RCS 853 827 103) is an electronic money institution authorized to provide payment services and is licensed under number 17328 by the ACPR. Elia Pay is registered as an intermediary in banking operations and payment services (IOBSP) with Orias (non-exclusive agent, MOBSP, ORIAS No. 25000106, Elia Pay, 82 rue Pierre Lalumière, 33320 Eysines). In this capacity, the Client authorizes Elia Pay to transmit to Swan the Client information that Swan needs as an electronic money institution, as detailed here.

The Client acknowledges and accepts that, in accordance with Swan's terms and conditions accepted by the Client, Swan is solely responsible for:

• verifying the Client's identity (KYC) and decisions regarding the opening and closing of the Business Account,
• decisions to suspend the Business Account, particularly in cases of suspected fraud or breach by the Client of Swan's terms and conditions, and
• decisions to refuse the execution of payment transactions related to the Business Account.

Article 7 Elia Pay's Obligations

7.1. Availability

If the Solution's availability is below 90%, the Client may terminate these T&Cs immediately without charge. The Client will be entitled to receive a pro-rata refund of amounts already paid to Elia Pay for the Right of Use for the current month.

7.2. Updates

Updates will be made available to the Client without additional charge. However, the provision of new Solution functionalities not included in the initially subscribed Plan may require additional fees.

The T&Cs will apply to all Updates provided by Elia Pay to the Client. Elia Pay shall not under any circumstances be required to implement any developments requested by the Client.

7.3. Commitment to Fix Anomalies

Elia Pay cannot guarantee that the Solution is free from any contingency, design, or usage defect but commits to remedying Anomalies with the diligence of an industry professional.

The Solution is made available to the Client "as is" without being subject to specific adaptation measures, and cannot meet all specific needs of the Client.

Elia Pay does not guarantee the Solution's ability to achieve objectives or results that the Client may have set and/or to execute specific tasks that may have motivated their decision to enter into these T&Cs.

7.4. Security

Elia Pay commits to implementing all necessary measures in accordance with the state of the art to ensure the security of Client Data hosted and stored in its IT systems.

Elia Pay commits to conducting a penetration test by an independent third party at least once a year. If the Client wishes to perform a security test of the Solution by their own means (for example, penetration tests), regardless of the modalities or scope, the Client must obtain prior written authorization from Elia Pay.

More specifically, Elia Pay implements the technical and organizational measures detailed in Appendix 2, Personal Data Processing Agreement (Appendix 2) to ensure the security of Personal Data referred to in Appendix 2.

7.5. Hosting

Elia Pay provides the Client with the hosting environment for the Solution and Client Data on servers subcontracted to Infomaniak Network SA.

Article 8 Client's Obligations

8.1. Subscription Payment

The Client undertakes to pay the subscription price in accordance with these T&Cs.

8.2. Use of the Solution

The Client undertakes to access and use the Solution in accordance with applicable legal provisions, the Documentation, these T&Cs, and solely for the purposes of the Client's professional activity.

8.3. Responsibility

The Client, on their own behalf and that of their Users:

• is solely responsible for Client Data and assumes full responsibility for the nature, content, quality, accuracy, reliability, integrity, relevance, and legality of Client Data;
• undertakes not to attempt to gain unauthorized access to the Solution;
• undertakes not to send or store via or through the Solution any non-professional data and more generally any data that is unlawful, obscene, defamatory, or data that is illegal or in violation of third-party rights, protection of minors, or privacy;
• will provide Elia Pay, in a timely manner and at the Client's expense, with technical data, information about IT installations used, files, documentation, or any other information, instruction, or resource that Elia Pay will need for the Solution to be made available to the Client (including credentials allowing the Client to access the Solution);
• will provide information reasonably requested by Elia Pay and ensure that this information is correct;
• will ensure that no person other than Users has access to the Solution. In the event they become aware that another person is accessing it, the Client will immediately inform Elia Pay in writing of this incident and confirm this information by notification sent by registered mail with acknowledgment of receipt;
• will take necessary measures to ensure that all Users having access to the Solution are aware of the T&Cs before accessing the Solution and comply with the resulting obligations;
• will take all necessary precautions to ensure non-disclosure of Confidential Information to unauthorized personnel.

Article 9 Financial Conditions

9.1. Indirect Client

The execution of these T&Cs does not entail any payment obligation for Indirect Clients for whom the payment obligation towards Elia Pay for the Right of Use is assumed by a third party, for example an Affiliated Integrator or an Accountant. In consideration for the Right of Use of the Solution and Support Services, the Indirect Client undertakes to pay the third party concerned the price as mentioned in their contract with them, failing which the Indirect Client's subscription may be suspended.

9.2. Direct Client

9.2.1. Price

In consideration for the Right of Use of the Solution and Support Services, the Direct Client undertakes to pay Elia Pay the price applicable to the Plan chosen by the Client. Unless expressly agreed otherwise by Elia Pay, all amounts payable are due in euros. All prices are exclusive of taxes. Unless otherwise agreed in writing between the Parties, each Party shall bear its own costs under these T&Cs.

9.2.2. Payment

Invoices must be paid at the time of their issuance by SEPA direct debit. In case of non-payment within contractual deadlines, any unpaid amount will automatically bear interest day by day until the date of its full payment in principal, interest, costs, and accessories, at a rate equal to three (3) times the legal interest rate in force, without any prior formality, and without prejudice to any damages that Elia Pay might claim due to the breach in question. Furthermore, Elia Pay will charge the Direct Client the sum of forty (40) euros per unpaid invoice as a fixed recovery compensation, notwithstanding the possibility for Elia Pay to charge the Direct Client an additional sum, upon production of justification, if said recovery costs exceed this amount.

Article 10 Elia Pay's Liability, Insurance

10.1. Elia Pay's Liability

10.1.1. Obligation of Means

Elia Pay is bound by an obligation of means under these T&Cs, including (i) in terms of performance, service quality and continuity, security, scalability, and compliance with state of the art and market standards, and (ii) regarding access to Solution functionalities that do not depend on Elia Pay, particularly concerning optical character recognition (OCR) services, third-party servers or banking APIs, and their respective performance.

10.1.2. Limitation of Liability

The Client acknowledges that the Solution is solely intended to provide them with an overview of their financial situation without this provision being considered as consulting of any kind. Elia Pay's liability cannot be engaged for the Client's decisions and choices made based on the Solution. The Client expressly acknowledges that Elia Pay cannot be held liable for Solution service interruptions or any damage related to any force majeure event as recognized by French law and courts, the Client's (or a User's) actions, or the actions of a third party (including particularly Third-Party Online Service providers and payment or bank account managers).

10.1.3. Nature of Damages

Elia Pay shall only be liable for the repair of direct and foreseeable damages directly attributable to a breach by Elia Pay of one of its contractual obligations under these T&Cs. Consequently, Elia Pay cannot under any circumstances incur liability for indirect losses or damages, as well as any lost profits, operating losses, loss of turnover or profit, loss of customers, loss of opportunity. The Client, for their part, undertakes to take all useful precautions to reduce the damage that might result from using the Solution. Any damage suffered by a third party is indirect damage and therefore does not give rise to compensation.

10.1.4. Amount of Damages

The amount of repairable damages that Elia Pay may be required to pay to the Client is limited, for all damages combined and cumulative, to the price actually received by Elia Pay for the Client's Right of Use of the Solution for the twelve (12) month period preceding the occurrence of the event(s) causing the damage in question (or for the duration of the T&Cs if it is less than twelve (12) months). This article shall survive the termination or resolution of these T&Cs for any reason whatsoever.

10.2. Insurance

Elia Pay undertakes to maintain professional liability insurance covering damages that may occur during the execution of the T&Cs.

Article 11 Force Majeure

11.1. Provision

In accordance with the provisions of Article 1218 of the French Civil Code, each Party shall be released from any liability if the non-performance of its obligations results from a case of force majeure within the meaning of law and jurisprudence.

11.2. Notification

The Party invoking such circumstances shall notify the other Party of their existence as soon as possible, make its best efforts to limit their consequences, and resume performance of the T&Cs immediately after these circumstances have ceased.

11.3. Case of Termination

Should such circumstances continue for a period exceeding one (1) month, the T&Cs may be terminated without compensation by either Party by simple written notification sent by registered mail with acknowledgment of receipt to the other Party, which shall take effect upon receipt.

Article 12 Support Services

The Client can contact support at any time by email at [email protected], or by phone at +33 1 86 26 72 02 - from 9:00 AM to 6:00 PM, Monday to Friday (excluding holidays).

Article 13 Update, Maintenance

13.1. Planned Maintenance

Elia Pay plans and performs periodic maintenance work, particularly as part of Solution Updates, to provide new Solution features or fix Anomalies. Elia Pay plans its maintenance operations to minimize impacts on the Solution's availability and functionality.

13.2. Unplanned Maintenance

Elia Pay may perform unplanned maintenance work at any time, particularly to urgently fix certain Anomalies. The Client also acknowledges and accepts that legislative or technological developments may, at any time, make all or part of the Solution illegal or unsuitable. Elia Pay will then have the ability to perform an unplanned Update of the Solution.

13.3. Notification

Where possible, Elia Pay will notify the Client of the date and time of planned maintenance interventions with five (5) business days' notice. If a maintenance operation requires interruption of the Solution, Elia Pay will perform this interruption outside of Business Hours except for unplanned and urgent maintenance.

Article 14 Confidentiality

14.1. Recipient's Obligations

The Recipient must treat as confidential all Confidential Information communicated to them by the Disclosing Party and must only use such Confidential Information for the purpose of performing their contractual obligations under these T&Cs. The Recipient may not disclose the Confidential Information to any third party without the prior written authorization of the Disclosing Party, except to those of their employees and contractors who: (i) have entered into a written agreement with the Recipient imposing limitations on use and confidentiality at least as protective as those contained in these T&Cs and (ii) need access to such Confidential Information solely for the purpose of fulfilling the Recipient's obligations or exercising their rights under these T&Cs. To protect the Confidential Information, the Recipient must use measures identical to those they take to protect their own information of the highest degree of confidentiality, but in no case less than reasonable measures, to prevent unauthorized disclosure and use of the Confidential Information.

14.2. Duration

The Recipient undertakes to comply with the obligations of this Article 14 for the duration of the T&Cs and for a period of five (5) years following the expiration or termination of the T&Cs.

14.3. Exceptions

Confidential Information may be disclosed pursuant to a decision from a court, public body, or other governmental authority, in which case the Recipient must immediately notify the Disclosing Party and must endeavor, to the extent possible, to limit the scope of this decision or prevent the public disclosure of this information.

Article 15 Client's Personal Data

15.1. Data Controller

The Parties comply at all times with the data protection regulations applicable to them, particularly the provisions of the French Data Protection Act No. 78-17 of January 6, 1978, as amended, and the GDPR. The Parties undertake, as data controllers for the personal data processing operations they carry out respectively for their own purposes within the framework of these T&Cs, to comply with all their obligations under the GDPR and in particular to provide the data subjects whose personal data may be processed with the relevant information regarding the protection of their personal data as described in the respective privacy policy of the Parties. Elia Pay's Privacy Policy is available here. The Client declares having read and accepted all its terms.

15.2. Data Processor

The Parties agree that any processing of personal data by Elia Pay as a data processor in the context of the use of the Solution by the Client and its Users (the "Initial Processing") will be governed by the terms and conditions of the data processing agreement annexed to the T&Cs in Appendix 2.

15.3. Further Processing

The Parties also agree that Elia Pay may process the personal data collected in the context of the Solution's operation as a data controller for purposes of fraud and malware prevention and detection, backup and security incident management, creation of statistics, surveys, and studies concerning the use of the Solution, improvement of the Solution and Related Services (for example, improving user experience or user journey, developing new features or improving existing features) and suggesting such improvements to clients (the "Further Processing"). The Client expressly acknowledges that this Further Processing is determined and compatible with the Initial Processing considering (among others) the link that exists between these two processing operations, the nature of the personal data involved (absence of sensitive personal data), the limited consequences of the Further Processing for the data subjects, and the existence of appropriate guarantees that Elia Pay implements in the context of this processing. Through these T&Cs, the Client therefore expressly authorizes this Further Processing.

Article 16 Subcontracting

The Client expressly accepts that Elia Pay has the right, without prior authorization or information, to subcontract all or part of its obligations under this agreement. In the event of subcontracting, Elia Pay remains solely responsible for the proper fulfillment of the obligations undertaken in the T&Cs and is liable to the Client for any breach caused by its subcontractor.

Article 17 Commercial Reference

The Client authorizes Elia Pay to freely cite their name and to use and/or reproduce their logo and/or trademarks on Elia Pay's Website, in business documents and emails as well as in any press releases and this in any form and medium, as well as on documents used and/or produced by Elia Pay in the context of fulfilling its obligations under the T&Cs.

Article 18 Applicable Law, Jurisdiction

18.1. French Law

The T&Cs are governed by French law, without application of conflict of law rules.

18.2. Amicable Agreement

The Parties shall endeavor to resolve amicably any disputes that may arise between them.

18.3. Jurisdiction

IN THE ABSENCE OF AN AMICABLE AGREEMENT, ANY DISPUTE RELATING TO THE TERMS AND CONDITIONS OF SERVICE AND USE, PARTICULARLY THEIR FORMATION, VALIDITY, EXECUTION, INTERPRETATION, EXPIRATION OR TERMINATION, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF BORDEAUX TO WHICH EXPRESS JURISDICTION IS ATTRIBUTED, NOTWITHSTANDING WARRANTY CLAIMS OR PLURALITY OF DEFENDANTS, EVEN FOR EMERGENCY PROCEDURES OR PROTECTIVE MEASURES, IN SUMMARY PROCEEDINGS OR BY PETITION.

18.4. Complaint

Furthermore, regarding a persistent complaint related to the provision of the Account Information Service by Elia Pay to the Client, the Client may write to the mediator in accordance with Article L. 316-1 of the French Monetary and Financial Code at the following address: Médiateur de l'Afepame, Association Afepame, 36 rue Taitbout, 75009 Paris.