ARTICLE 1 - PREAMBLE  

The software and services offered by Eldo Wallet are standard products designed to meet the needs of the greatest number of users.  

It is the Customer's responsibility to ensure that they meet their needs and constraints. To this end, it is the Customer's responsibility, prior to acceptance of the Contract, to ask Eldo Wallet for the necessary information in the form of documentation, presentation or demonstration. If the Customer does not request additional information from Eldo Wallet prior to entering into this Agreement, the Customer acknowledges having been sufficiently informed.  

Under no circumstances may any specifications or requirements document drawn up by the Customer be taken into account by Eldo Wallet as part of the Contract. The provision by Eldo Wallet adaptation of the Software packages to the needs expressed by the Customer can be made by Eldo Wallet as part of a specific contract not governed by these general conditions of sale.  

Services offered by Eldo Wallet are necessary for the proper use of the Software Packs and Software. Accordingly, it is the Customer's responsibility, in light of its needs, to assess whether or not to use these services. The Customer must comply with the Technical Requirements recommended by Eldo Wallet. It is the Customer's responsibility to ensure the evolution of its hardware and software in accordance with the evolution of the Technical Requirements.  

ARTICLE 2 - DEFINITIONS  

For the purposes hereof, the following terms shall have the meanings set forth below: Customer : means the legal entity or natural person, co-contracting with Eldo Wallet, involved in its professional, commercial, industrial, artisanal or liberal activity.

Contract means either :

- the contractual whole made up of several parts and several documents, i.e. the "Items ordered" part, the "Order form" part, the "SEPA Mandate" part, if applicable and edited, and these General Terms and Conditions of Sale.  

The General Terms and Conditions of Sale, the Service Booklets and the Technical Requirements can be sent to the Customer on first request and thus comply with Article L441-6 of the French Commercial Code in that it provides that communication by a service provider must be made by any means consistent with the practices of the profession. Eldo Wallet recommends that the Customer acquaint himself/herself with the General Terms and Conditions of Sale, the Service Booklets and the Technical Requirements by this permanently available means of access.  

All clarifications and additions made by Eldo Wallet to the subject matter of the Agreement, and brought to the Customer's attention by any means, unless expressly contradicted by the Customer prior to signing the Agreement, shall be deemed accepted by the Customer and form an integral part thereof.  

Customer Data : designates the information (including personal data as defined by the CNIL) owned by the Customer, which he enters, fills in, transmits and processes as part of his use of the Software Packages. SEPA Mandate refers to the single SEPA mandate form. This mandate will initially be presented in paper form, but may also be presented in electronic form at a later date. Once both forms of SEPA mandate have been made available to the Customer by Eldo Wallet, the Customer will be free to use either of these forms for as long as Eldo Wallet makes them available.

SEPA Intercompany Mandate SEPA Intercompany Mandate: refers to the single SEPA mandate form offered only to customers who fall within the scope of French and European regulations relating to the SEPA Intercompany Mandate, including, in particular, legal entities and individuals acting within the framework of their commercial, professional or associative activity, and accepted by their credit institution. This mandate must be

The SEPA mandate will initially be issued in paper form, but may also be issued in electronic form at a later date. Once Eldo Wallet has made both forms of SEPA mandate available to the Customer, the latter will be free to use either of these forms for as long as Eldo Wallet makes them available.  

Technical requirements Technical requirements: refers to the list of equipment and devices recommended by Eldo Wallet and adapted to the use of the Software Packages that must be implemented and complied with by the Customer.

Services Services: refers to the software implementation services (launch support, training, analysis, technical study) offered by Eldo Wallet and subscribed to by the Customer. Software Package : means both Eldo Wallet Software Package and Author Software Package.

Eldo Wallet software : designates a standard management software package authored by Eldo Wallet, as well as its documentation. As Eldo Wallet software has been designed and developed for the French market, it can only be recommended for French companies located in metropolitan France or, where applicable, for subsidiaries of French companies located abroad whose needs can be met by Eldo Wallet software.

Author software : means a standard management software package whose author is a third-party publisher and for which Eldo Wallet benefits from a marketing right conferring the possibility of granting the Customer rights of use. RUM refers to the unique reference of the SEPA Mandate.

SEPA SEPA is the acronym for Single European Payment Area, a unified euro payment area that harmonizes and secures payment methods between member countries, and has led to the creation of new payment instruments such as the SEPA direct debit and SEPA credit transfer.

Service Service: refers to the support, assistance and/or maintenance services provided by Eldo Wallet, including in particular Software support services, Software evolutionary maintenance services, provided that such adaptations or evolutions do not require the rewriting of a substantial part of the existing Software, Software assistance services.

Users For the purposes of granting the right to use the Software Packages, means a natural person who is part of the Customer's staff and authorized by the Customer, or a logical or physical system. These definitions are capitalized and apply to both the singular and plural.

ARTICLE 3 - ACCEPTANCE  

The Customer is deemed to have read the Contract as defined in article 2 and to have duly accepted it without reservation. The Contract is evidenced by the signature of the Quotation and/or the direct debit authorization in paper form, or by the conclusion of the online order, which refers to the present general terms and conditions of sale and constitutes acceptance of the entire Contract.  

For the purposes of remote acceptance of the Contract, the Customer acknowledges and agrees that faxes signed by one of its representatives or agents, received by Eldo Wallet, have the value of written evidence and can be validly enforced by Eldo Wallet. 

Any modification or alteration to the pre-printed part of the Contract (Quotation, Order Form, Items ordered) must be confirmed in writing by Eldo Wallet. Failing this, the modification or alteration shall be deemed null and void.  

Acceptance of the Contract by electronic means has the same evidential value between the Parties as an agreement on paper. The computerized registers stored in the IT systems will be kept under reasonable conditions of security and considered as proof of the communications between the Parties. Contractual documents are archived on a reliable and durable medium that can be produced as proof.  

ARTICLE 4 - PURPOSE  

The purpose of these Terms and Conditions is to define the terms and conditions under which Eldo Wallet agrees to provide the Customer, Software, Software and Services referred to in the Contract.  

PROVISIONS RELATING TO SOFTWARE PACKAGES  

ARTICLE 5 - GRANT OF RIGHTS TO USE SOFTWARE PACKAGES 5.1. Any Software Package and / or Software provided hereunder remains the property of Eldo Wallet or its publisher. Accordingly, the Customer acquires from Eldo Wallet, because of the Contract, only a personal, non-exclusive, non-transferable and non-transferable right to use the Software packages and / or Software listed in the description of the "Items ordered" or in the online order.

5.2. The present concession is granted to the Customer in consideration of the payment of a fixed fee stipulated in the "Items ordered" section or in the online order.

5.3. The rights to use Eldo Wallet Software packages are granted to the Customer for a number of named Users and/or for any other units of work expressed in the form of quantities, thresholds or ceilings, these elements being set out in the "Items ordered" section, or in the online order.

Depending on the Eldo Wallet Software packages and the terms and conditions of use, a named User is defined as : 

- users, natural persons, designated by the Customer, who have a personal login and password and can access the Eldo Wallet Software Package for professional use; 

- and/or the logical or physical systems accessing and processing the Eldo Wallet Software Package (workstations, mobile devices, etc.).  

In the case of Software, the units of work are those specified in the "Items ordered" section or in the online order, and appear in the terms and conditions of the rights holder.  

In addition, Eldo Wallet publishes a set of functionalities accessible via web services. Customers wishing to benefit from the right to use said web services will be billed on the basis of the number of physical systems that can access said services (mobile devices, kiosks, etc.) and/or per unit of work consumed. The units of work/number of systems are those specified in the "Items ordered" section or in the online order.  

Any change in the number of named Users and/or units of work is subject to the express agreement of Eldo Wallet and, where applicable, the payment of an additional fee at the current rate. The Customer acknowledges and accepts that the scope of the rights of use granted for each of the Software packages or Software subject to the Contract constitutes a single, non-divisible concession.  

5.4. Eldo Wallet reserves the right to correct any anomalies in Eldo Wallet Software Packages. The author concerned reserves the right to correct any anomalies in the Author and/or Software packages. 5.5. Under the grant of rights granted to the Customer by Eldo Wallet, the Customer agrees not to directly or indirectly infringe the property rights of Eldo Wallet and the publisher of the Software or Software Author and in particular:

- undertakes to use them only in accordance with their professional purpose, i.e. in accordance with their associated documentation and for the sole needs of its business;  

- agrees not to remove any mention of trademarks or proprietary notices; - agrees not to make them available to third parties, directly or indirectly, for any reason whatsoever, in any form whatsoever (in particular by FAH or "hosted application supply", rental, loan, shared use) and for any reason whatsoever, whether free of charge or against payment, except with the prior, express and written authorization of Eldo Wallet or unless expressly authorized in a Service Book; 

- shall refrain from copying them, except to make one (1) backup, and then only for security purposes. In the event that the Customer shares a site with third parties, he undertakes to take all necessary steps to ensure that such third parties cannot benefit from the right to use or access the Software packages;  

- undertakes not to divulge the content or transfer its right of use for any reason whatsoever; - vouches for its staff's compliance with these provisions.  

Any breach by the Customer of its obligations shall entitle Eldo Wallet to terminate the Contract immediately and automatically, by simple notification by registered letter with acknowledgment of receipt, without prejudice to any damages.  

In accordance with Article L122-6-1-IV of the French Intellectual Property Code, the Customer undertakes not to decompile the Software packages for interoperability purposes. Eldo Wallet agrees to provide the Customer, within a reasonable time, all information necessary for the interoperability of the Software and Software with the Customer's information system existing at the date of signing the Contract. The Customer undertakes not to use the knowledge it may have acquired during the operations defined above for any purpose other than interoperability, to the exclusion of any creation, production or marketing of a software package whose expression and basic principles would be similar to those of the Software packages. The Customer expressly acknowledges that the Contract does not transfer any ownership rights to the Software and Software Packages, and undertakes not to make any corrections of errors, modifications, adaptations or translations of the Software and Software Packages.  

5.6. Checking the use of Eldo Wallet software packages 

As part of the verification of the Customer's use of the Eldo Wallet Software Package in accordance with the rights of use granted under Article 5.3, the Customer is informed that Eldo Wallet reserves the right to integrate a control mechanism into the Eldo Wallet Software Package.  

The Customer may not attempt to avoid or defeat this control mechanism. In addition, Eldo Wallet may conduct an on-site or remote audit once a year to verify that the Customer is complying with the terms of this Agreement.  

Eldo Wallet notifies the Customer in writing of its intention to conduct an audit with a minimum notice of fifteen (15) days.  

Eldo Wallet will notify in this writing:  

- the identity of the auditing firm, if the auditor is external to Eldo Wallet; - the software and licenses concerned by the audit.  

The Customer undertakes to cooperate actively in this audit, in particular by giving Eldo Wallet access to all relevant information and by providing the means necessary to carry out the audit.  

It is expressly agreed that any costs incurred by the Customer in collaborating on this audit will be borne by the Customer.  

The results of the audit will be formalized in an audit report prepared by Eldo Wallet, which must be sent to the Customer so that he can read and comment within seven (7) days. In the event of a dispute, the Parties agree to try to find an amicable solution before taking any legal action.

In the event that the audit reveals use in excess of the rights granted, the Customer will be billed for the additional royalties and the audit costs incurred by Eldo Wallet. Furthermore, in the event that the Customer uses a function or option for which he has not acquired rights, Eldo Wallet will then invoice the additional fees in accordance with the current tariff. 

The Customer agrees to pay within thirty (30) days from the date of issue of the invoice. If payment is not made within the aforementioned timeframe, Eldo Wallet shall have the right to terminate this contract and initiate legal proceedings.  

Customer information gathered during audit operations will be considered as confidential information within the meaning of the "Confidentiality" article herein and may only be used for the purposes of the audit and any necessary regularizations and/or in the event of legal proceedings. 5.7. Eldo Wallet software access control system

The Customer is hereby informed that Eldo Wallet reserves the right to use a locking system and/or a license authorization key to control access to the Eldo Wallet Software Package. The Customer is not authorized to override the system.  

ARTICLE 6 - DELIVERY, INSTALLATION AND WARRANTY  

6.1. The Software packages are delivered in the form of object codes, either on a physical medium or as a download. The Customer is solely responsible for installing the Software Packs and/or Software, unless a Service is provided.

6.2. Eldo Wallet guarantees, for a period of six (6) months from delivery or download, the compliance of each Eldo Wallet Software Package with its documentation.

Eldo Wallet Software's guarantee of compliance is expressly limited to compliance with its documentation and does not extend to a guarantee of compliance with the specific needs of a Customer or User, in consideration of local standards, practices or regulations. It is therefore the responsibility of the Customer or any third party appointed by the Customer for this purpose to ensure the suitability of the Eldo Wallet Software Package for its needs and its compliance with the standards, practices and regulations applicable in the territory where the Eldo Wallet Software Package is used.  

Eldo Wallet does not guarantee that the Eldo Wallet Software are free of defects but undertakes exclusively to remedy, with all reasonable diligence, any anomalies in the Eldo Wallet Software found in relation to their documentation.  

6.3. Eldo Wallet does not guarantee the ability of the Software packages to achieve objectives set by the Customer or to perform specific tasks that would have motivated his decision to computerize.

6.4. The Customer agrees to accept the first delivery of the Software ordered insofar as they are consistent with the quote or online order and their documentation. Any refusal of delivery, to be taken into account, must be reported to the headquarters of Eldo Wallet by registered mail duly motivated, within forty-eight (48) hours of delivery. In the case of refusal of delivery not expressed in the form and time required and / or not justified, the Customer will be deemed to have unilaterally and culpably breached the Contract and as a result, Eldo Wallet may claim the full amount of the order.

After the first connection to the Software Package, acceptance of delivery will be deemed to have taken place at the end of this connection. 6.5. Unless otherwise stipulated or downloaded, Software Packages and Software will be delivered to the address specified in the "Customer Name and Location" section of the "Order Form" or in the online order.

6.6. All warranties other than those expressed in the present article are expressly excluded.

ARTICLE 7 - RETENTION OF TITLE

Eldo Wallet retains ownership of the documentation and Software Packages. 

ARTICLE 8 - CUSTOMER DATA PROTECTION  

Eldo Wallet undertakes to keep Customer Data on secure servers, to make backups at a regular rate appropriate to its business and regularly check the content.  

The Customer must take all necessary measures to protect its information system, in particular with regard to protection against viruses, worms and other hostile methods of intrusion. Any operations to restore or reconstitute Customer Data resulting from loss or deterioration of said data, whether or not due to the Customer's voluntary action, are not covered by the present Contract and may give rise to invoicing.  

ARTICLE 9 - INSTALLATION MODIFICATIONS  

The Customer acknowledges that any modification of the installation or its environment will be made under its responsibility, unless Eldo Wallet itself makes these changes during an intervention billable at the rate in effect at the date of its execution or expressly authorizes them in advance.

ARTICLE 10 - SOFTWARE UPGRADES  

The Customer is informed that changes in legislation and applications used (Google wallet, Apple wallet, Samsung wallet ...) may, at any time, render unsuitable the functionality of the Software and that Eldo Wallet can not be held responsible.  

Eldo Wallet, insofar as a Service commits it to do so and under the conditions stipulated therein, will provide an update of the Software Package that complies with the new legal provisions, provided that such adaptations or developments do not necessitate the rewriting of a substantial part of the existing Software Packages. The Customer is also informed that changes in technology and customer demand may lead Eldo Wallet to update Eldo Wallet Software or require updates to the Software and/or Author Software. Consequently, all or part of the Customer's hardware, in its initial configuration, may not support an update of the Software packages and Software. Eldo Wallet cannot be held responsible for this.  

FINANCIAL AND GENERAL PROVISIONS  

ARTICLE 11 - FINANCIAL PROVISIONS

11.1. Price list.  

The prices of the items ordered under the Contract are given in Euros, exclusive of tax, and appear in the "Quotation" or "Order Form" or in the online order.  

Upon acceptance of the Contract, the Customer shall pay Eldo Wallet the total amount including VAT of the items ordered excluding Services if this total amount is less than or equal to € 1,500.00 excluding VAT.  

If the total amount of items ordered, excluding Services, exceeds €1,500.00 exclusive of VAT, the Customer shall pay Eldo Wallet, upon signature of the Contract, by direct debit or bank transfer, a minimum deposit of thirty (30) % of the total amount exclusive of VAT, this deposit not being less than €1,500.00.  

For online orders, deposits will be paid by the customer by direct debit or credit card.  

11.2. Invoicing and payment for Software Packages and related payment terms. The Software packages will be invoiced on delivery.

Eldo Wallet invoices will be paid by the Customer without discount at date of invoice, by direct debit. For online orders, Eldo Wallet invoices will be paid by the Customer cash without discount by direct debit or credit card. 

11.3 Billing and payment for Services and related payment terms.  

The billing of Services, will be made monthly upon delivery by Eldo Wallet Software and Software, this delivery is presumed to correspond to the billing date of the grant of rights of use. Eldo Wallet invoices will be paid by the Customer without discount by direct debit at thirty (30) days invoice date. The Customer undertakes to provide his bank details (IBAN and BIC) and to complete the SEPA Mandate in paper or electronic form; the Customer remains free to choose the form of the SEPA Mandate, when and as long as these two forms are made available by Eldo Wallet. Should the Customer decide to use the SEPA Intercompany Mandate, it is the Customer's responsibility to first ensure that its credit institution is able to process the request. The Customer is hereby informed and accepts that any interruption of direct debits by the Customer or on the Customer's part will result in the application of an annual invoice combined with payment by bank transfer within forty-five (45) days of the invoice date.  

In all cases, Services will be billed by Eldo Wallet on the basis of calendar periods, not anniversaries. Where applicable, the first and/or last invoices will be issued on a pro rata basis. As of the implementation of the SEPA-Mandate and in the event that the Customer signs several successive Contracts and chooses to pay the sums due to Eldo Wallet by direct debit each time, the Customer accepts that each of these contracts is governed by a common and unique direct debit authorization, the amount of which varies, as a result, according to the additions and deletions of contracts over time.  

For online orders, invoices Eldo Wallet will be paid by the Customer cash without discount by direct debit or credit card.  

The above provisions will apply to all Services, with the exception of Services involving variable consumption, which will be billed monthly, and Services for which the relevant Service Book provides for specific billing and/or settlement provisions.  

During the term of the Services, Eldo Wallet may modify the Contract prices once a year. Should the Customer refuse to accept the increase in invoiced amounts, the Customer shall be entitled to terminate the Service concerned by registered letter with acknowledgement of receipt sent within forty-five (45) days of the date of the invoice containing the new invoiced amounts. The Service will then remain in effect, under the pricing conditions of the previous invoice, until the end of the month following the month in which the invoice in question was issued. The cost of communications between Eldo Wallet and the Customer outside metropolitan France is borne by the Customer and will be invoiced separately.  

11.4. The absence of mention in the invoices of Eldo Wallet elements of customary practices specific to the Customer shall not constitute grounds for non-payment by the Customer of Eldo Wallet invoices.

11.5. After the due date, a penalty for late payment calculated on the basis of three (3) times the legal interest rate will be payable by Eldo Wallet without the need for a reminder.

11.6. Pursuant to Article L 441-6 I of the Commercial Code, the Customer will also be liable for a flat fee of forty (40) euros (€) for collection costs incurred by Eldo Wallet. Where appropriate, when these costs exceed the amount of this compensation, Eldo Wallet may claim from the Customer an additional compensation, upon presentation of evidence of diligence. These indemnities will not be applied in cases where the Customer proves that he is subject to receivership or liquidation proceedings.

11.7. Eldo Wallet reserves the right, fifteen (15) days after sending formal notice to pay, in the form of registered mail, remained partially or totally ineffective, to suspend the Services until full payment of sums due. All unpaid fees, following a bank rejection of a Customer's payment, will remain the Customer's financial responsibility.

ARTICLE 12 - DURATION OF SERVICES  

12.1. Unless otherwise specified in a Service Booklet, a Service is concluded for an initial period of one month from the date the Software Package is made available.

The Service will then be renewed for monthly periods by tacit agreement. The party deciding not to renew the Service must notify the other party of this decision by registered letter with acknowledgement of receipt. The effective end date of the contract will be the date of the registered letter plus 3 months. 

12.2. Eldo Wallet may throughout the duration of the Service, including the initial term, respecting a notice period of one (1) year, inform the Customer by registered letter with acknowledgment of receipt of the deletion of the Services of a Software Package; resulting in the end of the provision of the Service for the Software Package, or Software concerned. Such deletions shall not entail termination of the current Service for the other Software Package(s).

ARTICLE 13 - CUSTOMER COOPERATION

The Customer agrees to cooperate actively, regularly and in good faith with Eldo Wallet for the proper performance of this Agreement. 

It is the Customer's responsibility to provide Eldo Wallet with all the information concerning the Customer that is required to carry out the planned Services, and to inform Eldo Wallet of any difficulties of which the Customer may be aware or that the Customer's knowledge of the Customer's field of activity allows the Customer to foresee, as and when the Services are carried out. In addition, the Customer undertakes, depending on the prerequisites for implementing the solution, to put in place the necessary organization and resources, and to maintain sufficiently competent, qualified and trained Users throughout the term of performance hereof.  

Consequently, each of the Parties undertakes to :  

- be actively involved in fulfilling its obligations;  

- to refrain from any behavior likely to affect and/or hinder the performance of the other Party's obligations; - to provide each other with all information and documents necessary for the performance of the Contract within a sufficient timeframe, compatible with the proper observance of the deadlines agreed between the Parties;  

- alert each other as quickly as possible to any difficulties and work together to implement the best possible solution as quickly as possible.  

ARTICLE 14 - TERMINATION

14.1. Each of the Parties may terminate the present Contract by right, by registered letter with acknowledgement of receipt, in the event of duly justified failure by the other Party to meet its obligations under the granting of rights of use, without prejudice to any damages.

Termination of the present Contract will take effect three (3) months after receipt of the aforementioned letter by the defaulting party, unless the latter can justify the appropriate remedies taken or to be taken to eliminate the breach observed.  

In the event of termination of the Contract for breach by the Customer, the latter will no longer be authorized to use the Software packages and Software, and will no longer have access to them.  

14.2. Either Party may terminate the Service ipso jure, by registered letter with acknowledgement of receipt, in the event of duly justified failure by the other Party to meet its obligations under the Service, without prejudice to any damages.

Termination of the Service will take effect three (3) months after receipt of the aforementioned letter by the defaulting party, unless the latter can justify the appropriate remedies taken or to be taken to eliminate the breach observed. 

In the event of termination of the Service for default by the Customer, the Customer shall owe Eldo Wallet, in addition to any unpaid invoices at the date of termination, an indemnity corresponding to all outstanding monthly invoices for the Service until the contractual expiry date. In the event of termination of the Service due to the Customer's default, the Customer may continue to benefit from the rights to use the Software Packs and Software. 

ARTICLE 15 - LIABILITIES  

15.1. Given the state of the art in use in its profession, Eldo Wallet, which undertakes to take all possible care in the performance of its obligations, is subject to an obligation of means.

15.2. The Software Packages delivered under the Contract will be used by the Customer under its sole control, direction and under its sole responsibility. During any intervention by Eldo Wallet, the Customer remains custodian of hardware, software packages, data, files, programs or databases and, consequently, Eldo Wallet can not be held responsible for their deterioration or destruction, whether total or partial.

Consequently, the Customer is responsible for : 

- the choice and acquisition, prior or future, from third parties of hardware, software packages and software intended for use with the Software Packs and Software. Eldo Wallet shall not be held liable for any incompatibilities with the elements ordered under the Contract, nor for any resulting malfunctions or disruptions; - the management of its computerization in the event of multiple suppliers chosen by Eldo Wallet; - compliance with Technical Requirements (present and future) in order to avoid harmful consequences such as slowdowns, blockages, data alterations;  

Any consequences, in terms of the Software packages and Software, which are the subject of the Contract, resulting from modifications decided and/or carried out by the Customer, its installation or its environment.  

15.3. The Customer is informed that Eldo Wallet is not responsible for the quality, availability and reliability of telecommunications networks, whatever their nature, in case of data transport or access to the Internet, even when the Internet service provider is recommended by Eldo Wallet.

15.4. In the event that Eldo Wallet liability is incurred, compensation for all causes, principal, interest and costs, will be limited to the direct and foreseeable damage suffered by the Customer without exceeding the amounts paid by the latter, during the last twelve (12) months, in return for the element (Software or Software) or Service at the origin of the liability of Eldo Wallet.

15.5. In no event shall Eldo Wallet be liable to the Customer or any third party for any unforeseeable damage and for any indirect damage such as operating loss, loss of profit or image or any other financial loss resulting from the use or inability to use the Software packages by the Customer or a failure in the provision of Services or Benefits and any loss or deterioration of information for which Eldo Wallet can not be held liable. Any damage suffered by a third party is an indirect damage and therefore does not give rise to compensation.

15.6. The Parties acknowledge that the Contract price reflects the allocation of risks arising from the Contract, as well as the economic balance intended by the Parties, and that the Contract would not have been concluded without the limitations of liability defined herein.

ARTICLE 16 - FRAUD PREVENTION  

It is the Customer's responsibility to carry out the procedures, declarations and authorization requests required by the laws and regulations in force concerning the processing it carries out and the data it processes.  

The Customer warrants that it uses the Software Packages provided by Eldo Wallet in compliance with applicable laws and regulations, including tax.  

In particular, in the event that Eldo Wallet is held jointly and severally liable by the tax authorities for the payment of reminders of duties issued because of the improper use by the Customer of the Software packages made available, the Customer agrees to fully compensate Eldo Wallet, up to the amount claimed by the administration. 

ARTICLE 17 - FORCE MAJEURE

17.1. The responsibility of Eldo Wallet can in no case be sought in case of force majeure. Expressly, will be considered force majeure, in addition to those usually retained by the jurisprudence of French courts, total or partial strikes internal or external to Eldo Wallet, blockages of means of transport for any reason whatsoever, the liquidation of any of its suppliers or subcontractors.

the blocking or disruption of communications, telecommunications or postal services. 17.2. Initially, cases of force majeure will suspend performance of the Contract. If the cases of force majeure last longer than three (3) months, the Contract will be automatically terminated, unless the Parties agree otherwise.

ARTICLE 18 - CONFIDENTIALITY  

All information exchanged between the Parties or of which they become aware during the performance of the Contract (in particular Customer Data), regardless of the medium, will be considered confidential (hereinafter referred to as "Confidential Information").  

Each Party undertakes to protect the Confidential Information and not to disclose it to third parties without the prior written consent of the other Party. 

Each of the Parties will be released from its confidentiality obligations in respect of all information (i) which was in the possession of that Party prior to its disclosure by the other Party without such possession resulting directly or indirectly from the unauthorized disclosure of such information by a third party, (ii) which is in the public domain at the date of acceptance of the Contract or which would fall into the public domain after that date without the cause being attributable to the breach by that Party of its confidentiality obligations under the Contract, (iii) which has been independently developed by that Party, or (iv) the disclosure of which is required by law or by a competent judicial or administrative authority or is necessary in connection with legal proceedings.  

The Parties undertake to comply with the obligations arising from this Article throughout the term of the Contract and for five (5) years following its termination.  

In this respect, upon expiry or termination of this Agreement, each Party shall either return to the other Party all documents containing confidential information, or ensure that the other Party destroys all confidential information in its possession. Under no circumstances may a copy of documents containing confidential information be retained by a Party without the exceptional written agreement of the other Party.  

ARTICLE 19 - ASSIGNMENT  

The Contract, nor any right or obligation thereunder, may not be assigned by the Customer, whether in whole or in part, whether in exchange for payment or free of charge. Eldo Wallet reserves the right to assign or transfer the Contract freely and without formalities.  

ARTICLE 20 - MISCELLANEOUS PROVISIONS

20.1. The fact that one of the Parties does not avail itself of any of the obligations referred to in the Contract shall not be construed subsequently as a waiver of the obligation in question.

20.2. The Customer agrees that Eldo Wallet may, freely and without prior formality, subcontract all or part of its obligations hereunder, under its responsibility. In case of subcontracting, Eldo Wallet will remain solely responsible for compliance with the obligations under the Contract.

20.3. Unless otherwise expressly agreed, the terms, conditions and obligations of this document shall prevail over all others. 20.4. It is the Customer's responsibility to carry out the procedures, declarations and authorization requests required by the laws and regulations in force concerning the processing it carries out and the data it processes.

20.5. If one or more stipulations of the Contract are held to be invalid or declared as such in application of a law or following a final decision by a competent court, the other stipulations shall retain their force and effect.

20.6. The Customer authorizes Eldo Wallet to cite its name and / or reproduce its logo in its commercial documents and press announcements in any form or medium whatsoever.

20.7. Eldo Wallet shall be free to use the know-how acquired in the performance of the Agreement and perform similar services on behalf of other Customers.

20.8. The Customer expressly waives, during the performance of the Contract and for one (1) year following its termination, for any reason whatsoever, to hire or employ, directly or indirectly through an intermediary, any employee of Eldo Wallet, regardless of specialization.

Any breach of this obligation will result in the Customer immediately paying Eldo Wallet compensation equal to the gross remuneration of the last twelve (12) months of the person concerned, plus employer's contributions, without prejudice to damages.  

20.9. In the event that the Eldo Wallet Software ordered by the Customer as indicated in part "Items ordered" or in the online order are accounting software packages, the Customer is informed that in case of control of its computerized accounting, Eldo Wallet will make available to the tax authorities the computer documentation and assist the Customer, at the express request of the latter and for a fee in accordance with the rates in force Eldo Wallet, to respond to any request for information from the Administration on this documentation.

20.10. Eldo Wallet reserves the right to charge the Customer for time spent researching the causes of incidents when the incident encountered by the Customer does not originate from a service or supply of Eldo Wallet hereunder.

20.11. Eldo Wallet undertakes to maintain professional liability insurance covering any damage that may occur during the performance of the Services.

20.12. Subject to the application of provisions of public order, the Customer may not bring any action, of whatever nature or on whatever grounds, more than twelve (12) months after the occurrence of the event giving rise to the claim.

ARTICLE 21 - LAW AND JURISDICTION

THIS CONTRACT IS GOVERNED BY FRENCH LAW WITH RESPECT TO BOTH FORM AND SUBSTANCE. IN THE EVENT OF A DISPUTE, THE COLMAR COMMERCIAL COURT SHALL HAVE EXCLUSIVE JURISDICTION, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.