These Terms and Conditions apply to the WeProov services (hereinafter referred to as the"WeProov Services" or the "Services") provided by PROOVGROUP S.A.S., a French joint stock company (Société par Actions Simplifiée) with a share capital of € 480,000, whose registered office is located at 20 B Rue Louis-Philippe, 92200 Neuilly-sur-Seine, France, and which is registered at the RCS of NANTERRE under number 811989581 (hereinafter referred to as the"Service Provider" or the "Company"). These General Terms and Conditions of Services (hereinafter referred to as the "GTCS")also apply as standard to the contractual relationship between the ServiceProvider and any Client subscribing to the Services. They cancel and replace all agreements and conventions preceding their signature, in relation to their subject matter.


1.    DEFINITIONS AND INTERPRETATION

1.1. Definitions

For these General Terms and Conditions, the following words and expressions beginning with a capital letter shall have the following meaning:
Administrator: means any individual designated by the Client to manage the Client account.
Anomaly: failure to execute, or reproducible malfunction, of the Application.
Application means the WeProov software developed and provided by PROOV GROUP in SaaS mode, whether it is a mobile application that can be downloaded to the User's device, or a web application that can be accessed from a browser. TheApplication also integrates the contents, databases, operating systems, as well as all the features and functions that make it up, as well as its updates and later releases.
Client
:individual or legal entity having subscribed to the Services.
Client Account: Access to the Services that is open to the Client, to which one or more Administrator and User accounts may be affiliated.
Documentation: means the operating and/or user documentation relating to the Solution, as updated during the Contract period. The Documentation is provided in paper or electronic form.
Party(ies): means the Service Provider and the Client, either together or individually
WeProov Report means a record generated by theApplication following the submission of the completed form, which contains all the information provided, including the pictures taken via the Application.
SaaS (Software as a Service): means the method of Software delivery and licensing, in which software is made available online by the Service Provider through one or more web-based secured interface(s), on a subscription basis, and is centrally hosted. Operating infrastructure and Software are managed by the Service Provider.
Services means the services provided by the Service Provider under the Contract as described in these General Terms and Conditions including but not only, the Setup and deployment of the Solution, the storage and backup of the Data, the maintenance and upgrading of the Solution, technical assistance, as well as associated services. 
Site means the website dedicated to the Services, accessible via the link https://www.weproov.com  
Solution : means all computer programs and/or software owned by the Service Provider and/or third party software for which the ServiceProvider has the required licenses, hosted on the Service Provider's servers and remotely run by Users (ii) the supporting Documentation, and (iii) updates and releases of the Solution, which are part of the Services. 
User: means any natural person who, under the Client's control or on the Client's behalf, has access to theServices.

1.2.  Interpretation

In theseGeneral Conditions, and unless otherwise stipulated:
·       words in the singular also include the plural and vice versa.
·       the headings used are for ease of reference only and do not affect the meaning or interpretation of the document.
·       the rules for calculating deadlines set out in Articles 640 to 642 of the French CivilProcedure Code shall apply to the calculation of any mentioned deadline
·       where a period is specified in days, it shall in principle refer to calendar days unless "Working Days" is indicated.

2.     PURPOSE OF THE GENERAL TERMS AND CONDITIONS

The terms and conditions set out herein, which govern the contractual relationship between the Parties where there are no specific terms and conditions, or in addition to existing specific terms and Conditions, define the conditions for the delivery of WeProov Services to the Client by the Service Provider.

3.     DESCRIPTION OF WEPROOV SERVICES

The Service Provider delivers SaaS Solutions and other relevant products and services to its clients, as well as consulting and project management services.

3.1.  Overview of the WeProov SaaS Solutions and related services

TheProvider's standard Services include three main products:
·       WeProov Claim
This solution has been designed for automobile insurance needs, especially for claims management. It combines;
§  The mobile Application WeProov Go and/or a Progressive Web Application (PWA)dedicated to the Client;
§  A web-based platform for the management of claims files;§  a website for claims notifications (optional);
§  Optional services such as damage assessment and directing Clients to professional repairers to carry out the repairs, as well as the delivery of car expert reports which may or may not include invoice verification. 

·       WeProov Fleet
It is a solution dedicated to fleet management. It combines :
§  the mobile application WeProov Fleet, which is used to carry out vehicle inspections via an automated process, following which a report is issued with the provided information and photos of the vehicle;
§  a web-based platform for the management of vehicle inspections and fleet monitoring;  
§  Optional services such as damage assessment and directing clients to professional repairers to carry out the repairs, repairs scheduling, arbitration in the context of vehicles’ pre-return and return processes, which may be either additional or integrated into the package. 

·       WeProov Partners
It is a solution designed to meet the needs of business sectors other than fleet management and car insurance, such as rental, logistics, car manufacturing, etc. It combines :
§  The mobile Application WeProov ;
§  a web-based monitoring platform;
§  any other service that may be deemed relevant after identifying the Client's needs.

For all these Solutions, the Service Provider also enables the Client to have its own dedicated Solution with its own logo, colours and verbatims, as well as a dedicated Solution designed and implemented in a separate digital environment.

3.2.  WeProov Consulting Services

In addition to its SaaS Solutions and related services, the Service Provider makes its expertise available to Clients who are interested, to assist them in the implementation of their project, through a consulting service. This service helps guide the Client in the definition of its needs through an analysis of its internal procedures and processes, to identify the actions to be carried out (specific developments, designs, templates of forms to be created) to adapt the appropriate WeProov Solution to said needs.

4.     SUBSCRIPTION TO THE SERVICES

People interested in using the standard version of WeProov Partners can subscribe to a monthly or annual plan. Any subscription to a monthly plan of WeProov Partners automatically leads to a one-year contract for the subscriber, during the first year.

People that wish to use WeProov Fleet, WeProov Claim or a personalized version of WeProov Partners must fill out an online quote request form or contact the sales department of the Service Provider, which will draft a commercial proposal based on the information provided by the subscriber.

The quotation or commercial proposal considers the Client's specific features (scope of chosen services, complexity of the Client’s internal procedures, volume of activity, and duration).

By default, the quotation or commercial proposal validated by the Client’s signature and these General Terms and Conditions, form the contract binding the Parties. The Parties may also decide to describe their rights and obligations in a specific contract. In this case, the provisions of the said contract shall prevail over those of these General Terms and Conditions.

When the Client subscribes to a plan with a fixed-term commitment, the contract is automatically renewed for the same term, unless theClient gives notice of termination within one month before the end of the current period, by simple e-mail or by any other written notice. However, theClient is free to terminate the contract at any time during the renewal period, by simple e-mail or by any other written notice.

5.     IMPLEMENTATION OF THE SERVICES

The implementation of the Solution is performed in two or three phases, depending on the context:

5.1.   The setup phase  

This phase allows theService Provider to implement the Solution for the Client by creating and configuring the Client's accounts as well as the Application, after a prior analysis of the Client's needs, where necessary. 

5.2.  The pilot or Proof of Concept (POC) phase (optional) 

This Phase involves the use of the Solution by Users on behalf of the Client for testing purposes, for a given period. This may result in adjustments to the Services based on Users’ feedback.   

5.3.  The production or Run phase 

This phase takes place either after the validation of the POC or after the launch phase and lasts until the end of the contract. It also includes support, maintenance, and upgrades of the Services.

6.     FINANCIAL TERMS

6.1.  Payment Terms

When Setup and POC phases are planned, the related fees are payable in advance, at the project start, either by bank transfer or direct debit.

During the Run phase, payments are made by bank transfer, direct debit, or credit card, as appropriate.

For Clients subject to monthly payment, the amount due is payable by direct debit from the Client's account (according to the bank details provided by the Client). The fees, which include VAT, are debited monthly by the Service Provider. Every month, the ServiceProvider sends the Client an electronic invoice with the details of the amounts debited or to be debited.In the case of monthly subscriptions, any month that has been started by the Client will be fully charged.

For any Client subscribing to a monthly plan of WeProov Partners involving an annual commitment, the amount due by the Client for the annual licence is to be paid in full at the time of subscription, by bank transfer, direct debit, or credit card.

In addition, theClient shall pay the full amount of fees due for the whole contract term, even in the event of early termination of the agreement before its expiry date, unless such early termination is due to a breach by the Service Provider as set out in Article 19 below, or to Force Majeure.

Unused WeProov Reports or credits during an expired contract period are definitively lost and cannot be refunded in whole or in part by the Service Provider.

6.2.  Tariffs  

The following tariffs are applicable to the Services:

WeProov  Partners   
Standard plans From € 41.66/month,  depending on the number of WeProov Reports expected Premium Plan  +  Quotation upon request


WeProov  Fleet   
Setup   Upon quotation, depending on  the size of the fleet, the subscribed plan, the contract duration, and the  level of customization of the Solution
WeProov Fleet  Inspect From € 25/ pre-return process/vehicle
WeProov Fleet  Manager From € 2.25/month/vehicle
WeProov Fleet  Smart From € 1/month/vehicleEstimation  of vehicle repair Cost (optional)
 From € 15/vehicle depending on the number of vehicles Consultation for decision making (optional)From € 25/vehicleManagement of  repairs (Chargeback)Quotation upon request (Depending on the number of vehicles)

WeProov  Claim  
Setup   From € 1000 depending on the volume
Monthly licence fee From € 100/monthCost per usageFrom € 1
Estimation of vehicle repair Cost (optional)  From € 15
Management of repairs (Chargeback)
Quotation upon request (Depending on the volume)
Customized  website for claims notifications (optional);Quotation upon request  

6.3.  Non-payment

In the event ofdelayed payment, a penalty equal to three times the minimum legal interest rate may be applied, as well as a flat-rate recovery fee of €40.

7.     CLIENTS OBLIGATIONS

By subscribing to the Services, the Client agrees to :
·      make available to the Service Provider, under its sole responsibility, all information necessary for the performance of the Contract, and guarantee the accuracy of such information. The Client therefore undertakes to notify the Service Provider of any change in this information ;
·      pay the contractual fee under the conditions set out in Article 6 ;
·      respect the intellectual property rights of theService Provider;
·      not to use the Services in a way that may affect the proper functioning or security of the Infrastructure ;
·      ensure that all Users are trained in the use of theServices;
·      respect the contradictory procedure in the realization of the inspections, when the law requires it;
·      ensure that the data uploaded to the application platform does not affect the proper functioning of the application platform. In particular, the Client undertakes not to transfer any data to the application platform : (i) containing or likely to contain viruses; (ii) of an illegal nature, immoral or prejudicial to the rights of third parties, in particular intellectual property rights. Therefore, the Client shall be liable for any damage that such data or Client may cause to the Service Provider, to a third party, to the Infrastructure or to the Solution and shall indemnify the ServiceProvider against any claim that may be brought against it by a third party as a result of such data;

8.     INTELLECTUAL PROPERTY

TheService Provider represents and warrants that it owns the intellectual property rights to the Solution, its Documentation, the Website, and associated trademarks, in accordance with the French Intellectual Property Code. No ownership rights in any of the items are granted to the Client under the agreement. The Client shall therefore refrain from any act likely to infringe the Service Provider's intellectual property rights on the a forementioned elements. If the Client infringes the Service Provider's intellectual property rights, the Service Provider reserves the right to immediately deactivate the Client's access to the Services without prior notice or demand.

9.     LICENSE

By subscribing to the Services, the Client is granted a non-exclusive and non-transferable right to access and use the Solution and to make it available to Users in the scope of its professional activities, for the contractual period and within a specific geographical area.

The Client is not authorized to (i) lease, rent, sub-license, modify, correct, adapt or translate the Solution; (ii) reverse engineer, decompile or disassemble the Solution, or create derivative works of the Solution; (iii)attempt to create the source code of the Solution from its object code; (iv)use unauthorized, illegal, counterfeit or modified hardware or software with the Solution; (v) infringe laws, regulations or legislation or the rights of the Service Provider or third parties in connection with its access to/use of the Solution; or (vi) exploit the Solution in any other unauthorized manner.

10.     MANAGEMENT OF THE CLIENT’SDATA

The Client remains the owner of the information and data uploaded to the ServiceProvider's Database in connection with access to the Services.

The Service Provider is not allowed to use, modify, assign, or transfer to a third party, in whole or in part, for an economic consideration or free of charge, apart from the needs to execute its contractual obligations and without the Client's consent, the data that will be transferred to the Service Provider by the Clients/Users in the scope of the Services.

However, this commitment does not concern the operations necessary for the ServiceProvider to issue its invoices, to improve the Services and to produce usage-related statistics, as long as the data is anonymous.

In addition, the Service Provider may gather aggregated and anonymized statistical information and may make it public, if it does not identify the confidential information of the Client/User, and that it does not include any directly or indirectly nominative data.

The Service Provider undertakes to comply with all obligations under the GeneralData Protection Regulation (GDPR) and the amended Data Protection Act (LoiInformatique et Libertés), as well as any future legislation and/or regulations relating thereto, whether local or international.

In accordance with the legal and regulatory provisions in force, the ServiceProvider provides its Clients/Users with detailed information on the conditions of collection and use of their personal data in its Privacy Policy, available on the website and on the Application.

11.     INFORMATION SYSTEM SECURITY

The Service Provider is required to implement the technical and organizational measures necessary to ensure the security of the Client's information.

The Service Provider undertakes to ensure :  
- the protection of the Client's data and information against any breach of their confidentiality, integrity, or availability.  
- The security and access control to its premises dedicated to the Services;  
- The security of the information systems, infrastructure and equipment used to provide the Services. The security policies, procedures and measures implemented by the ServiceProvider must be documented, shall reflect the state of art for the issues addressed, and be adequate.

12.     FORCE MAJEURE

All unforeseeable and unavoidable events beyond the control of the Parties in accordance with the criteria defined by Article 1218of the Civil Code and the case law of the French courts shall be considered as force majeure events under the terms of these GTCS.


13.     WARRANTY/LIABILITY  

13.1. Warranty

The Service Provider warrants that the Solution and each Service complies with its Documentation. This warranty does not extend to a compliance guarantee with the Client's specific needs. Nor does the Service Provider warrant the suitability of the Services to achieve the Client's goals unless otherwise stated.

13.2.  Liability

The Parties agree that under the terms of this Contract, the ServiceProvider is only subject to a best- endeavours obligation, particularly inconsideration of the inherent hazards of the Internet.

Unless an exception is expressly stipulated in the Contract, the Services provided by the Service Provider shall not be assimilated to any Consultancy services, nor to any involvement of the Service Provider in the Client's business processes and management. The role of the Service Provider is to provide the Solution and associated services, the use of which is at the discretion and responsibility of the Client. The Client is responsible for the use of its data, the Service Provider's responsibility being limited to ensuring the backup, hosting, and security of its system on behalf of the Client.

TheService Provider is therefore not liable for any damage that may result from inaccurate data.

Furthermore, the Client shall not hold the Service Provider responsible for the consequences of the choices made in connection with the use of theSolution. For example, in the context of a vehicle condition inspection, if theClient/User chooses to import the photos taken during a previous inspection rather than take new photos, he/she is entirely responsible for any disputes or litigation that may arise from this choice.

It is expressely agreed that the Service Provider shall not be liable for any indirect damage that may result from the performance or non-performance of the Contract, in particular financial loss, commercial loss, loss of cutomers, commercial disruption, loss of profit, loss of brand image, costs increase.

TheService Provider shall not be held liable for any damages incurred by the Useras a result of :  
- the communication by the User or a third party of false, misleading or falsified, unverified, or incomplete information;      
- the improper use of the Solution ;  
- the misuse of a User's authorization to sign a WeProov report on behalf of the Client or of a third party;  
- a cause beyond the control of the Service Provider (force majeure, act of a third party or fault of the victim).

14.     CONVENTION OF PROOF

The Parties expressly agree that any WeProov Report generated by the Solution has the status of an original document, constitutes evidence that may be produced in court, within the meaning of Article 1365 of the Civil Code, and has the same probative value as written document, in accordance with the terms of Article 1366 of the French Civil Code. The identification of the signatory(ies) of the Report is carried out from the personal/professional e-mail address, personal/professional cell phone number, or supporting identity documents required in some use-cases. The electronic stamp (from an electronic certificate issued by an accredited Certification Authority) that appears on the WeProov Report and the recording of the data in the Blockchain guarantee its origin and authenticity, as well as the data integrity.

15.     ASSIGNMENT AND TRANSFER OF THE CONTRACT

The Client shall not transfer this agreement to a third party without the prior written consent of the Service Provider. However, the Parties agree that the Client is entitled to instruct any third party to use the Services in its name and on its behalf as a User, it being understood that the co- contractor of the Service Provider remains the Client.

16.     SUBCONTRACTING


The Parties agree that the Service Provider may freely entrust part of its services to a third-party subcontractor. However, the Service Provider shall remain fully liable to the Client.

17.     INDEPENDENCEOF CONTRACT PROVISIONS


If one or more provisions of this agreement are invalid, the other provisions shall remain valid. The Parties shall agree to replace the invalid provision(s) with new ones.

18.     MODIFICATION OF THE GENERAL TERMS & CONDITIONS

The Service Provider reserves the right to modify these Terms andConditions to adapt them to the evolution of its Services and/or current regulations. The Client will be updated by e-mail and/or notification on theWebsite before the new Terms and Conditions come into force

19.     TERMINATION

The agreement may be terminated by the Service Provider in the event of a breach by the Client of any of its obligations. Such termination shall become effective fifteen (15) days following a formal notice to the Client by registered letter with delivery receipt, which has remained unsuccessful.

Notwithstanding the foregoing, in the event of infringement by the Client of the Service Provider's intellectual property rights, the Service Provider may terminate the Agreement immediately upon notification of such to the Client by any method providing a written record, without prior formal notice.

In both situations, the Client's prepayments shall be retained by theService Provider as penalties, without prejudice to the Service Provider's right to seek legal compensation for all damages caused by the Client's failure to comply.

The agreement may also be terminated by the Client by registered letter with delivery receipt, in the event of a significant breach of an essential obligation of the agreement by the Service Provider, which has not been remedied within one month following notification by the Client of such breach by any method providing a written record.

20.     REVERSIBILITY

In the event of termination of the contractual relationship between theParties, for any reason whatsoever, the Service Provider shall retain the Client's data for two (02) months from the date of termination of the contract.

The Client may download the inspection reports in PDF or CSV format as well as the quotation, arbitration and expertise reports, in PDF format from the management platform at any time during the contract period as well as within two(02) months after the end of the contract period, without any assistance from the Service Provider and at no additional cost.

The Client may also request the Service Provider to provide the data on physical or electronic media other than those mentioned above. In this case, additional fees related to the Service Provider's assistance and/or the cost of the medium may apply.

21.     GOVERNING LAW/DISPUTE RESOLUTION  

These Terms and Conditions are governed by the laws and regulations in force in France. Any dispute arising from their interpretation, performance, or termination, in the absence of an amicable agreement, shall be settled by the court having jurisdiction at the location of the Service Provider's registered office.

General terms and conditions of WeProov Services