Terms of sale

The Software Packages and services offered by eldo wallet are standard products designed to meet the needs of the largest possible number of users.

The Client is responsible for making sure they meet its needs and constraints. To that end, before accepting the Contract, the Client must request from eldo wallet the information it needs, in particular in the form of documentation, a presentation, or a demonstration. If the Client did not ask eldo wallet for further details before entering into this Contract, the Client acknowledges that it has been sufficiently informed.

Under no circumstances may eldo wallet take into account any specifications or statement of requirements drawn up by the Client under the Contract. eldo wallet may adapt the Software Packages to the needs expressed by the Client only under a separate contract that is not governed by these General Terms of Sale.

Some services offered by eldo wallet are necessary for the proper use of the Software Packages and Software. The Client must therefore assess, in light of its needs, whether or not to use these services. The Client must comply with the Technical Requirements recommended by eldo wallet. The Client is responsible for keeping its hardware and software up to date as the Technical Requirements change.

For the purposes of these terms, the following words and expressions have the meanings set out below:

Client: the legal entity or individual that contracts with eldo wallet and acts in the course of its professional, commercial, industrial, craft, or independent professional activity.

Contract: either of the following:

• –the contractual set made up of several parts and several documents, namely the "Ordered Items" part, the "Purchase Order" part, the "SEPA Mandate" part if applicable and issued, and these General Terms of Sale.

The General Terms of Sale, the Service Booklets, and the Technical Requirements may be sent to the Client on first request. They thus comply with Article L441-6 of the French Commercial Code (Code de commerce), which provides that a service provider must communicate them by any means consistent with the practices of its profession. eldo wallet recommends that the Client review the General Terms of Sale, the Service Booklets, and the Technical Requirements through this permanently available channel.

All clarifications and additions that eldo wallet provides regarding the subject matter of the Contract and brings to the Client's attention by any means will be deemed accepted by the Client and an integral part of the Contract, unless the Client has expressly objected to them before signing the Contract.

Client Data: the information (including personal data within the meaning of the CNIL, France's data protection authority) that the Client owns and that it enters, completes, transmits, and processes when using the Software Packages.

SEPA Mandate: the standard SEPA mandate form. This mandate will first be available in paper form and may later also be available in electronic form. Once eldo wallet has made both forms of the SEPA Mandate available to the Client, the Client is free to use either form, for as long as eldo wallet makes them available.

SEPA Business-to-Business Mandate: the standard SEPA mandate form offered only to Clients that fall within the scope of the French and European regulations on the SEPA business-to-business mandate, including legal entities and individuals acting in the course of their commercial, professional, or association activity, and accepted by their credit institution. This mandate will first be available in paper form and may later also be available in electronic form. Once eldo wallet has made both forms of the SEPA Mandate available to the Client, the Client is free to use either form, for as long as eldo wallet makes them available.

Technical Requirements: the list of hardware and devices recommended by eldo wallet and suited to the use of the Software Packages, which the Client must implement and comply with.

Professional Services: the implementation services for the Software Packages (launch support, training, analysis, technical study) that eldo wallet offers and the Client subscribes to.

Software Package: an eldo wallet Software Package and a Third-Party Software Package, together.

eldo wallet Software Package: a standard management software package authored by eldo wallet, together with its documentation. Because the eldo wallet Software Packages were designed and developed for the French market, they can be recommended as is only for French companies located in mainland France or, where applicable, for subsidiaries of French companies located abroad whose needs can be met by these eldo wallet Software Packages.

Third-Party Software Package: a standard management software package authored by a third-party vendor, for which eldo wallet holds a marketing right that allows it to grant usage rights to the Client.

UMR: the unique mandate reference of the SEPA Mandate.

SEPA: the acronym for "Single Euro Payments Area", the unified euro payment area that harmonizes and secures payment methods across member countries and has led to the creation of new payment instruments such as SEPA direct debit and SEPA credit transfer.

Support Service: the support, assistance, and/or maintenance services provided by eldo wallet, including in particular Software Package support, enhancement maintenance of the Software Packages (provided that such adaptations or changes do not require rewriting a substantial part of the existing Software Packages), and Software assistance.

Users: for the purposes of the grant of the right to use the Software Packages, an individual who is a member of the Client's personnel and authorized by the Client, or a logical or physical system.

These definitions are capitalized and apply in both the singular and the plural.

The Client 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 Quote and/or the direct debit authorization in paper form, or by the completion of the online order that refers to these General Terms of Sale and constitutes acceptance of the entire Contract.

For the purposes of remote acceptance of the Contract, the Client acknowledges and agrees that faxes bearing the signature of one of its representatives or agents and received by eldo wallet have the value of written evidence and may validly be relied on by eldo wallet against the Client.

Any change or alteration made to the pre-printed part of the Contract (Quote, Purchase Order, Ordered Items) must be confirmed in writing by eldo wallet. Otherwise, the change or alteration is deemed null and void.

Acceptance of the Contract by electronic means has the same evidentiary value between the Parties as an agreement on paper. Computerized records kept in computer systems will be stored under reasonable security conditions and treated as evidence of the communications between the Parties. Contractual documents are archived on a reliable and durable medium that can be produced as evidence.

The purpose of these General Terms of Sale is to define the terms and conditions under which eldo wallet undertakes to provide the Client with the Software Packages, Software, and Support Services covered by the Contract.

5.1. Any Software Package and/or Software provided under these terms remains the property of eldo wallet or its vendor. Accordingly, under the Contract, the Client acquires from eldo wallet only a personal, non-exclusive, non-assignable, and non-transferable right to use the Software Packages and/or Software listed in the description in the "Ordered Items" part or in the online order.

5.2. This grant is made to the Client in return for payment of a flat-rate fee stipulated in the "Ordered Items" part or in the online order.

5.3. The rights to use the eldo wallet Software Packages are granted to the Client for a number of Named Users and/or for any other units of measure expressed as quantities, thresholds, or caps, as set out in the "Ordered Items" part or in the online order.

Named User means, depending on the eldo wallet Software Packages and the terms of use:

• –the users designated by the Client, who are individuals with a personal username and password and who may access the eldo wallet Software Package for professional use;
• –and/or the logical or physical systems that access the eldo wallet Software Package and run processing with it (workstations, mobile devices, etc.).

For Software, the units of measure are those specified in the "Ordered Items" part or in the online order and set out in the terms and conditions of the rights holder.

In addition, eldo wallet publishes a set of features accessible through web services. A Client that wants the right to use these web services will be billed based on the number of physical systems that can access them (mobile devices, kiosks, etc.) and/or on the unit of measure consumed. The units of measure and number of systems are those specified in the "Ordered Items" part or in the online order.

Any change to the number of Named Users and/or units of measure is subject to the express agreement of eldo wallet and, where applicable, to payment of an additional fee at the rate then in effect. The Client acknowledges and agrees that the scope of the usage rights granted for each Software Package or Software covered by the Contract is a single, indivisible grant.

5.4. eldo wallet reserves the right to fix any bugs in the eldo wallet Software Packages. The relevant author reserves the right to fix any bugs in the Third-Party Software Packages and/or Software.

5.5. Under the grant of rights made to the Client by eldo wallet, the Client undertakes not to infringe, directly or indirectly, the property rights of eldo wallet and of the vendor of the Software or Third-Party Software Package, and in particular:

• –to use them only for their professional purpose, that is, in accordance with their associated documentation and solely for the needs of its business;
• –not to remove any trademark or proprietary notice;
• –not to make them available to third parties, directly or indirectly, on any basis, in any form (including through ASP mode, that is, hosted application provision, or through rental, lending, or shared use) and for any reason, whether free of charge or for a fee, except with the prior, express, written authorization of eldo wallet or as expressly permitted in a Service Booklet;
• –not to copy them, except to make one (1) backup copy solely for security purposes. If the Client shares a site with third parties, it undertakes to take all measures to ensure that those third parties cannot benefit from the right of use or access the Software Packages and Software;
• –not to disclose their content or assign its right to use them on any basis;
• –to guarantee that its personnel will comply with these provisions.

Any breach by the Client of its obligations entitles eldo wallet to terminate the Contract immediately and by operation of law, by simple notice sent by registered letter with return receipt, without prejudice to any claim for damages.

In accordance with Article L122-6-1-IV of the French Intellectual Property Code, the Client undertakes not to decompile the Software Packages and Software for interoperability purposes. eldo wallet undertakes to provide the Client, within a reasonable time, with all the information needed for the Software Packages and Software to interoperate with the Client's information system as it exists on the date the Contract is signed. The Client undertakes not to use any knowledge it may have gained during the operations described above for any purpose other than interoperability, and in no event to create, produce, or market a software package whose expression and basic principles are similar to those of the Software Packages and Software. The Client expressly acknowledges that the Contract does not transfer any ownership rights in the Software Packages and Software to it, and agrees not to correct errors in, modify, adapt, or translate the Software Packages and Software.

5.6. Verification of the use of the eldo wallet Software Packages

To verify that the Client uses an eldo wallet Software Package in line with the usage rights granted under Article 5.3, the Client is informed that eldo wallet reserves the right to build a control mechanism into the eldo wallet Software Package.

The Client may not attempt to circumvent or defeat this control mechanism. In addition, eldo wallet may carry out an on-site or remote audit once a year to verify that the Client complies with the terms of this Contract.

eldo wallet will notify the Client in writing of its intention to conduct an audit, giving at least fifteen (15) days' notice.

In this written notice, eldo wallet will state:

• –the identity of the audit firm selected, where the auditor is external to eldo wallet;
• –the Software Packages, Software, and licenses covered by the audit.

The Client undertakes to cooperate actively in the audit, in particular by giving eldo wallet access to any relevant information and by providing the means needed to carry out the audit.

It is expressly agreed that any costs the Client incurs in cooperating with the audit will remain its responsibility.

The results of the audit will be set out in an audit report prepared by eldo wallet, which must be sent to the Client so that the Client can review it and submit its comments within seven (7) days. In the event of a dispute, the Parties undertake to try to reach an amicable solution before any legal action.

If the audit reveals use beyond the rights granted, the additional fees will be invoiced to the Client, together with the audit costs incurred by eldo wallet. In addition, if the Client uses a function or option for which it has not acquired rights, eldo wallet will invoice the additional fees at the rate then in effect.

The Client undertakes to pay within thirty (30) days of the invoice issue date. If the situation is not remedied within that period, eldo wallet may terminate this contract by operation of law and bring any legal proceedings.

The Client information collected during the audit will be treated as confidential information within the meaning of the "Confidentiality" article of these terms. It may be used only for the purposes of the audit, any necessary corrective action, and/or legal proceedings.

5.7. Access control mechanism for the eldo wallet Software Packages

The Client is 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 Client may not disable the mechanism in place.

6.1. The Software Packages and Software are delivered as object code, either on physical media or by download. The Client will install the Software Packages and/or Software under its sole responsibility, unless it uses Professional Services.

6.2. eldo wallet warrants, for a period of six (6) months from delivery or download, that each eldo wallet Software Package will be brought into conformity with its documentation.

The conformity warranty for the eldo wallet Software Packages is expressly limited to conformity with their documentation. It cannot be extended to a warranty of conformity with the specific needs of a Client or User, or with local standards, practices, or regulations. The Client, or any third party the Client appoints for this purpose, is therefore responsible for making sure that the eldo wallet Software Package fits its needs and complies with the standards, practices, and regulations that apply in the territory where the eldo wallet Software Package is used.

eldo wallet does not warrant that the eldo wallet Software Packages are free of all defects. It undertakes only to remedy, with all reasonably possible diligence, any bugs in the eldo wallet Software Packages found against their documentation.

6.3. eldo wallet does not warrant that the Software Packages are capable of achieving objectives the Client may have set or of performing particular tasks that motivated its decision to computerize.

6.4. The Client undertakes to accept the ordered Software Packages on first delivery, provided they conform to the quote or online order and to their documentation. Any refusal of delivery must, to be taken into account, be brought to the attention of the eldo wallet head office by registered letter stating the reasons, within forty-eight (48) hours of delivery. If a refusal of delivery is not expressed in the required form and within the required time, and/or does not state its reasons, the Client will be deemed to have unilaterally and wrongfully terminated the Contract, and eldo wallet may consequently claim the full amount of the order.

After the first login to the Software Package, acceptance of delivery will be deemed to have taken place at the end of that login.

6.5. Unless otherwise stipulated, or in the case of download, the Software Packages and Software will be delivered to the address specified in the "Client name and installation site" field designated in the "Purchase Order" part or in the online order.

6.6. All warranties other than those set out in this article are expressly excluded.

eldo wallet remains the owner of the documentation and the Software Packages.

eldo wallet undertakes to store the Client Data on secure servers, to make backups at a regular frequency suited to its activity, and to check their content regularly.

The Client must take all necessary measures to protect its information system, in particular against viruses, worms, and other hostile intrusion methods.

Any operation to restore or reconstruct Client Data following a loss or damage of that data, whether caused intentionally or not by the Client, is not covered by this Contract and may be billed.

The Client acknowledges that any change to the installation or its environment is made under its responsibility, unless eldo wallet makes these changes itself during an intervention billable at the rate in effect on the date it is carried out, or expressly authorizes them in advance.

The Client is informed that legislative changes and changes to the applications used (Google Wallet, Apple Wallet, Samsung Wallet, etc.) may at any time make the features of the Software Packages unsuitable, and that eldo wallet cannot be held liable for this.

Where a Support Service obliges it to do so and under the conditions set out in that Support Service, eldo wallet will provide an update of the Software Package that meets the new legal requirements, provided that such adaptations or changes do not require rewriting a substantial part of the existing Software Packages. The Client is also informed that changes in technology and in demand from its customers may lead eldo wallet to release updates to the eldo wallet Software Packages, or may require updates to the Software and/or Third-Party Software Packages. As a result, some or all of the Client's hardware, in its initial configuration, may not support an update of the Software Packages and Software. eldo wallet cannot be held liable for this.

11.1. Prices

The prices of the items ordered under the Contract are stated in euros excluding VAT and appear in the "Quote" or "Purchase Order" or in the online order.

Upon acceptance of the Contract, the Client will pay eldo wallet the total amount including VAT of the ordered items, excluding Support Services, if this total is less than or equal to €1,500.00 excluding VAT.

If the total amount of the ordered items, excluding Support Services, is more than €1,500.00 excluding VAT, the Client will pay eldo wallet, upon signing the Contract, by direct debit or bank transfer, a minimum deposit of thirty percent (30%) of the total amount excluding VAT, and this deposit may not be less than €1,500.00.

For online orders, the Client will pay deposits by direct debit or bank card.

11.2. Invoicing and payment for the Software Packages, and related payment terms

The Software Packages will be invoiced upon delivery.

The Client will pay eldo wallet invoices by direct debit, without discount, on the invoice issue date. For online orders, the Client will pay eldo wallet invoices immediately and in full, without discount, by direct debit or bank card.

11.3. Invoicing and payment for the Support Services, and related payment terms

The Support Services will be invoiced monthly, starting when eldo wallet delivers the Software Packages and Software, this delivery being presumed to correspond to the invoicing date of the grant of usage rights. The Client will pay eldo wallet invoices, without discount, by automatic direct debit thirty (30) days from the invoice issue date. The Client undertakes to provide its bank details (IBAN and BIC) and to complete the SEPA Mandate in paper or electronic form; the Client remains free to choose the form of the SEPA Mandate, when and for as long as eldo wallet makes both forms available. If the Client decides to use the SEPA Business-to-Business Mandate, the Client must first make sure that its credit institution is able to process its request. The Client is informed and agrees that if it interrupts the automatic direct debits, or they are interrupted because of it, annual invoicing will apply, with payment by bank transfer forty-five (45) days from the invoice issue date.

In all cases, eldo wallet will invoice the Support Services on the basis of calendar periods rather than anniversary periods. Where applicable, the first and/or last invoice will be issued pro rata. From the time the SEPA Mandate is set up, if the Client signs several Contracts in succession and chooses each time to pay the amounts owed to eldo wallet by automatic direct debit, it agrees that each of these contracts will be governed by a single, common direct debit authorization, the amount of which will vary accordingly as contracts are added and removed over time.

For online orders, the Client will pay eldo wallet invoices immediately and in full, without discount, by direct debit or bank card.

The above provisions will apply to all Support Services, except for Support Services based on variable usage, which will be invoiced monthly, and Support Services for which the relevant Service Booklet provides specific invoicing and/or payment terms.

For the duration of the Support Services, eldo wallet may change the prices under the Contract once a year. If the Client refuses the increase in the amounts invoiced, it will be entitled to terminate the relevant Support Service by registered letter with return receipt sent within forty-five (45) days of the date of the invoice showing the new amounts. The Support Service will then remain in force, at the pricing 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 Client outside mainland France is borne by the Client and will be invoiced separately.

11.4. If eldo wallet invoices do not mention items that are specific to the Client's own practices, this cannot justify the Client's failure to pay eldo wallet invoices.

11.5. After the due date, a late payment penalty calculated at three (3) times the legal interest rate will be payable to eldo wallet, without any reminder being necessary.

11.6. Under Article L 441-6 I of the French Commercial Code, the Client will also owe, by operation of law, a flat-rate compensation of forty (40) euros (€) for the collection costs incurred by eldo wallet. Where applicable, if these costs exceed the amount of this compensation, eldo wallet may claim additional compensation from the Client, upon presentation of supporting documents detailing the steps taken. These amounts will not apply where the Client shows that it is subject to judicial reorganization or judicial liquidation proceedings.

11.7. If a formal notice to pay, sent by registered letter, has remained partly or wholly without effect fifteen (15) days after it was sent, eldo wallet reserves the right to suspend the Professional Services and Support Services until all sums due are paid in full. All costs of unpaid amounts resulting from a bank rejection of a Client payment will remain the financial responsibility of the Client.

12.1. Unless otherwise specifically provided in a Service Booklet, a Support Service is entered into for an initial term of one month from the date the Software Package is made available.

The Support Service will then be renewed for one-month periods by tacit renewal. A party that decides not to renew the Support Service must notify the other party of this decision by registered letter with return receipt. The effective end date of the contract will be the date of the registered letter plus 3 months.

12.2. At any time during the Support Service, including during the initial term, eldo wallet may, by giving one (1) year's notice, inform the Client by registered letter with return receipt that it is discontinuing the Support Services for a Software Package, which ends the provision of the Support Service for the relevant Software Package or Software. Such discontinuations will not terminate the Support Service in progress for the other Software Package(s).

For proper performance of these terms, the Client undertakes to cooperate actively, regularly, and in good faith with eldo wallet.

The Client must give eldo wallet all the information about itself that is needed to perform the planned Support Services, and must tell eldo wallet about any difficulties it is aware of, or that its knowledge of its own field of activity allows it to anticipate, as the Support Services are performed. In addition, depending on the prerequisites for setting up the solution, the Client undertakes to put in place the organization and resources needed, and to keep sufficiently skilled, qualified, and trained Users throughout the performance of these terms.

Accordingly, each of the Parties undertakes to:

• –be actively involved in performing its obligations;
• –refrain from any conduct likely to affect and/or hinder the performance of the other Party's obligations;
• –provide each other, within a sufficient time that is compatible with the deadlines agreed between the Parties, with all the information and documents needed to perform the Contract;
• –alert each other as quickly as possible if a difficulty arises, and consult each other to implement the best possible solution as soon as possible.

14.1. Each of the Parties may terminate this Contract by operation of law, by registered letter with return receipt, if the other Party commits duly substantiated breaches of its obligations under the grant of usage rights, without prejudice to any claim for damages.

Termination of this Contract will take effect three (3) months after the defaulting party receives the aforementioned letter, unless that party shows that it has taken, or is to take, appropriate remedies to cure the breach.

If the Contract is terminated for breach by the Client, the Client will no longer be authorized to use the Software Packages and Software and will no longer have access to them.

14.2. Each of the Parties may terminate the Support Service by operation of law, by registered letter with return receipt, if the other Party commits duly substantiated breaches of its obligations under the Support Service, without prejudice to any claim for damages.

Termination of the Support Service will take effect three (3) months after the defaulting party receives the aforementioned letter, unless that party shows that it has taken, or is to take, appropriate remedies to cure the breach.

If the Support Service is terminated for breach by the Client, the Client will owe eldo wallet, in addition to invoices unpaid on the termination date, compensation equal to all the monthly payments remaining to be invoiced under the Support Service until the contractual expiry date. If the Support Service is terminated for breach by the Client, the Client may continue to benefit from the usage rights for the Software Packages and Software.

15.1. Given the current standards of its profession, eldo wallet, which undertakes to take all possible care in performing its obligations, is subject to an obligation of means (a duty to use due care, not an obligation to achieve a specific result).

15.2. The Software Packages delivered under the Contract will be used by the Client under its sole control and direction and its sole responsibility. During any eldo wallet interventions, the Client remains custodian of the hardware, software packages, data, files, programs, and databases. Consequently, eldo wallet cannot be held liable for their damage or destruction, whether total or partial.

Accordingly, the following are the Client's responsibility:

• –the selection and acquisition, whether prior or future, from third parties of hardware, software packages, and software intended to be used with the Software Packages and Software. Any incompatibilities with the items ordered under the Contract, and the malfunctions and disruptions resulting from them, cannot make eldo wallet liable;
• –the project management of its computerization where it has chosen multiple suppliers;
• –compliance with the Technical Requirements (present and future) to avoid harmful consequences such as slowdowns, freezes, and data corruption;

The Client is also responsible for all consequences for the Software Packages and Software covered by the Contract that result from changes decided and/or made by the Client, or from its installation or environment.

15.3. The Client is informed that eldo wallet is not responsible for the quality, availability, and reliability of telecommunications networks, of any kind, when data is transported or the internet is accessed, even where the internet service provider is recommended by eldo wallet.

15.4. If eldo wallet's liability is engaged, compensation for all causes combined, including principal, interest, and costs, will be limited to the direct and foreseeable harm suffered by the Client and may not exceed the amounts the Client paid, over the last twelve (12) months, for the item (Software Packages or Software) or the Support Service that gave rise to the claim against eldo wallet.

15.5. Under no circumstances can eldo wallet be held liable, either to the Client or to third parties, for any unforeseeable damage or any indirect damage such as loss of business, loss of profit or image, or any other financial loss resulting from the Client's use of, or inability to use, the Software Packages/Software, or from a failure in the provision of the Support Services or Professional Services, or for any loss or corruption of information for which eldo wallet cannot be held liable. Any damage suffered by a third party is indirect damage and therefore does not give rise to compensation.

15.6. The Parties acknowledge that the price of the Contract reflects the allocation of risks arising from the Contract and the economic balance intended by the Parties, and that the Contract would not have been entered into without the limitations of liability set out in these terms.

The Client is responsible for completing the procedures, filings, and authorization requests required by the laws and regulations in force for the processing it carries out and the data it processes.

The Client warrants that it uses the Software Packages provided by eldo wallet in compliance with applicable laws and regulations, in particular tax laws.

More specifically, if the tax authorities hold eldo wallet jointly liable for paying back-taxes assessed because of the Client's irregular use of the Software Packages made available to it, the Client undertakes to indemnify eldo wallet in full, that is, for the amounts claimed by the authorities.

17.1. eldo wallet cannot be held liable in any way in the event of force majeure. Expressly, in addition to the events usually recognized by the case law of French courts and tribunals, the following will be considered force majeure: total or partial strikes, whether internal or external to eldo wallet; blockages of means of transport for any reason; the judicial liquidation of one of its suppliers or subcontractors; and the blocking or disruption of means of communication, telecommunications, or postal services.

17.2. Initially, force majeure events will suspend performance of the Contract. If force majeure events last more than three (3) months, the Contract will be terminated automatically, unless the Parties agree otherwise.

All information exchanged between the Parties, or of which they become aware during performance of the Contract (including the Client Data), in any medium, will be considered confidential (hereinafter the "Confidential Information").

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

Each of the Parties will be released from its confidentiality obligations with respect to any information (i) that was in that Party's possession before the other Party disclosed it, provided that this possession does not result, directly or indirectly, from unauthorized disclosure of that information by a third party, (ii) that is in the public domain on the date the Contract is accepted, or that enters the public domain after that date for a reason not attributable to a breach by that Party of its confidentiality obligations under the Contract, (iii) that was developed independently by that Party, or (iv) whose disclosure is required by law or by a competent judicial or administrative authority, or is necessary in 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 after it ends.

Accordingly, upon expiry or termination of this Contract, each Party must either return to the other Party all documents containing confidential information, or confirm to the other Party that all confidential information in its possession has been destroyed. Under no circumstances may a Party keep a copy of documents containing confidential information, except by exceptional written agreement of the other Party.

The Client may not assign the Contract, or any right or obligation under it, in whole or in part, whether for consideration or free of charge. eldo wallet reserves the right to assign or transfer the Contract freely and without formalities.

20.1. A Party's failure to enforce any of the obligations referred to in the Contract cannot later be construed as a waiver of the obligation in question.

20.2. The Client agrees that eldo wallet may, freely and without prior formality, subcontract all or part of its obligations under these terms, under its own responsibility. In the event of subcontracting, eldo wallet will remain solely liable for the proper performance of the obligations undertaken under the Contract.

20.3. Unless expressly stipulated otherwise, the terms, conditions, and obligations of this document will prevail over all others.

20.4. The Client is responsible for completing the procedures, filings, and authorization requests required by the laws and regulations in force for the processing it carries out and the data it processes.

20.5. If one or more provisions of the Contract are held invalid or declared invalid under a law or following a final decision of a competent court, the other provisions will remain in full force and effect.

20.6. The Client authorizes eldo wallet to cite its name and/or reproduce its logo in its sales documents and press releases, in any form and on any medium.

20.7. eldo wallet will be free to use the know-how acquired in performing the Contract and to carry out similar services for other Clients.

20.8. The Client expressly agrees not to hire or put to work, directly or indirectly through an intermediary, for any reason, any eldo wallet employee, whatever their specialization, during the term of the Contract and for one (1) year after it ends.

Any breach of this obligation requires the Client to immediately pay eldo wallet compensation equal to the gross pay of the person concerned over the last twelve (12) months, plus employer social security contributions, without prejudice to damages.

20.9. If the eldo wallet Software Packages ordered by the Client, as indicated in the "Ordered Items" part or in the online order, are accounting software packages, the Client is informed that, in the event of an audit of its computerized accounting, eldo wallet will keep the IT documentation available for the tax authorities. At the Client's express request and for a fee at eldo wallet's rates then in effect, eldo wallet will also assist the Client in responding to any request for information from the tax authorities about this documentation.

20.10. eldo wallet reserves the right to invoice the Client for the time spent investigating the causes of incidents when the incident the Client encounters does not originate in a service or supply provided by eldo wallet under these terms.

20.11. eldo wallet undertakes to maintain professional liability insurance covering damage that may occur in the course of performing the Professional Services.

20.12. Subject to the application of mandatory provisions of law, the Client may not bring any action, whatever its nature or basis, more than twelve (12) months after the event giving rise to it occurred.

This Contract is governed by French law, as to both form and substance. In the event of a dispute, the Commercial Court of Colmar (Tribunal de Commerce de Colmar) has express jurisdiction, notwithstanding multiple defendants or third-party claims.