1.    SCOPE OF THE GENERAL TERMS AND CONDITIONS  

These General Terms and Conditions apply to the WeProov services (hereinafter referred to as the "WeProov Services" or the "Services"), provided by PROOV GROUP 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"). These General Terms and Conditions of Services (hereinafter referred to as the "GTCS") govern the contractual relationship between the Service Provider and any Client subscribing to the Services and, unless otherwise stipulated, prevail over any general terms and conditions or special purchase terms and conditions of the Client, if any.

2.    DEFINITIONS AND INTERPRETATION 

‍2.1.  Definitions

‍For these GeneralTerms and Conditions, the following words and expressions beginning with a capital letter shall have the following meaning:

‍Anomaly: failure to execute, or reproducible malfunction, of the Application.

‍Client: means a professional legal entity that has 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 ServiceProvider and the Client, either together or individually

‍WeProov Report means a record generated by the Solution 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 the Services for personal or professional purposes. 

‍2.2.  Interpretation

‍In these General 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 Civil Procedure 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.

3.    PURPOSE OF THE GENERAL TERMS AND CONDITIONS

‍The terms and conditions set out here in, which govern the contractual relationship between the Parties where there is no specific contract, define the terms and conditions that apply to all WeProov Services. They are to be completed by Special Conditions relating to the offer subscribed by the Client, and/or by the commercial proposal or the quotation validated by the Client, to form the contract between the Parties (here in after the "Contract").

4.    CONTRACTUAL DOCUMENTS

The contractual documents shall be, in descending order of priority, and to the exclusion of any other previous document or agreement:
·      The technical and/or commercial proposal as signed by the Client;
·      The Specific Conditions of the subscribed Services, if any;  
·      These GTCS.  

In the event of contradiction between the provisions of documents of different rank, the provisions of the document of higher rank shall prevail.

5.    OVERVIEW OF WEPROOV SERVICES

‍The Service Provider provide its Clients with SaaS Solutions and additional Services on the one hand, and consulting and project management Services on the other hand.

5.1. The SaaS Solutions  

‍The Service Provider's SaaS products include mobile and web applications, Websites, and administration platforms, which are grouped into three main Solutions:
‍
·       WeProov Claim
‍This solution has been developed for automobile insurance purposes, especially in the context of claim management.
‍
·       WeProov Fleet
‍This solution is dedicated to the management of car fleets.
  
·       WeProov Partners
‍It is a Solution designed to meet the needs of business segments other than fleet management and car insurance, such as rental, logistics, car manufacturing...

The Service Provider enables the Client to be provided with a customized and dedicated Solution with its own logo, colors and verbatims, available for download on the official platforms, for mobile solutions, as well as a customized Solution designed and developed in a digital environment only available to the Client.

5.2. The additional Services

‍In addition to SaaS Solutions, the Client and Users may be provided with additional services such as:
·      Damage survey on the inspected vehicles;
·      Estimate of the damages found on the vehicles that have been inspected with one of the WeProov SaaS Solutions;
·      Referral to repairers from any of the Provider's repair networks, according to the driver's location;
·      Vehicle repair management, which includes appointment scheduling and invoice management.

5.3. WeProov Consulting

‍In addition to its SaaS Solutions and additional services, the Service Provider makes its expertise available to Clients that may be 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.

6.    SUBSCRIPTION TO THE SERVICES  

‍Any Client interested in using the Services shall complete an online quote request form via the Website, or contact the sales department of the Service Provider, which will draft a commercial proposal based on the information provided by the Client.

The quotation or commercial proposal is based on the Client's particular needs (scope of the requested services, complexity of the Client’s internal processes, business size, and expected duration of the Contract). By default, the quotation or commercial proposal validated by the Client’s signature and these General Terms and Conditions, shall form the contract between the Parties. The Parties may also decide to describe their rights and obligations under a separate agreement. In that case, the provisions of that contract shall prevail over those of these General Terms and Conditions.

‍7.     EFFECTIVE DATE AND CONTRACTTERM

‍The GTCS shall come into force between the Parties from the date of occurrence of any of the following events:
·      Signing of the commercial proposal by the Client;
·      Implementation of the services.  

The term of the Contract shall be defined in the commercial proposal and/or the Specific Conditions, as the case may be.

‍8.     IMPLEMENTATION OF THE SOLUTION

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

8.1.   The setup phase  

‍This phase allows the Service 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. 

8.2.  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.  

8.3.  The production orRun 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. 

‍9.     FINANCIAL TERMS AND CONDITIONS 

9.1.  Prices   

‍The Services' prices, as well as the payment details, are set out in the Specific Conditions and/or the commercial proposal.   

‍The fees are calculated in euros excluding taxes and subject to the taxes in force on the date of the invoice. 

9.2.  Delayed payment/Non-payment

‍In the event of delayed 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.

In the event of non-payment in whole or part of aninvoice on its due, the Service Provider reserves the right to suspend allccess to the Services, after three (03) unsuccessful reminders by any written means,until full payment of the sums by the Client, without refund or penalty, andwithout this being regarded as termination of the Contract.

9.3.  Invoice Disputes 

‍Any dispute over the invoice must be based on documented evidence and communicated to the Service Provider within a maximum period of one month from delivery of the invoice. 

9.4.  Prices Revision 

‍Prices may be subject to revision on a yearly basis, according to the revision provisions set out in the commercial offer or in the Special Conditions, or according to the following terms: 
P1= P0 x (S1/S0), where:   
P1 represents the price after revision. 
P0 is the initial contract price or the most recent price after revision.  
S0 is the original SYNTEC reference index, or the index used for the latest revision.  
S1 is the SYNTEC index published at the date of the price revision of the Contract. 

‍10.   INTELLECTUAL PROPERTY

‍The Service Provider represents and warrants that it owns the intellectual property rights on the Solution, its Documentation, the Website, and associated trademarks, in accordance with the French Intellectual PropertyCode. No ownership rights in any of the items are granted to the Client under this agreement. The Client shall therefore refrain from any act likely to infringe the Service Provider's intellectual property rights. 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.

‍11.   CONFIDENTIALITY 

Each Party undertakes (i) to keep confidential all information it receives from the other Party, and in particular (ii) not to disclose the other Party's confidential information to any third party, other than employees or agents with a need to know; and (iii) to use the other Party's confidential information only for the purpose of exercising its rights and fulfilling its obligations under the Contract.

‍12.   MANAGEMENT OF THE CLIENT’S DATA  

‍The Client remains the owner of the information and data uploaded to the Service Provider'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 theClients/Users in the scope of the Services. However, this commitment does not concern the operations necessary for the Service Provider to issue its invoices, to improve the Services and to produce usage-related statistics if 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 ServiceProvider undertakes to comply with all obligations under the General DataProtection Regulation (GDPR) and the amended Data Protection Act (Loi Informatique 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 Service Provider 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.  

‍13.   INFORMATION SYSTEMSSECURITY

‍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 theService Provider must be documented, shall reflect the state of art for the issues addressed, and be adequate.

‍14.   CONVENTION OF PROOF

‍The Parties agree to consider messages received by email, and more generally the electronic documents exchanged between them, as well as logs and records, as supporting evidence of communications between the Parties. Each Party shall inform its employees of the effectiveness of these communications proofs. The Parties acknowledge that any document (quotation, commercial proposal, GTCS...) signed using YOUSIGN or any other digital signature tool shall constitute and electronic document within the meaning of article 1366 of the Civil Code. Signature through this tool manifests the consent of the Parties to that document's terms, within the meaning of article 1367 of the Civil Code. The Parties expressly agree that any WeProov Report generated by the Solution has the status of an original document, constitutes evidence that maybe 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 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.   WARRANTY/LIABILITY  

15.1. 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.

‍15.2. Liability

‍The Parties agree that under the terms of this Contract, the Service Provider is only subject to a best- endeavors obligation, particularly in consideration 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 that the Client’s data is securely hosted and backed up in the Service Provider’s system. The Service 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 the Client/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 expressly 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 customers, commercial disruption, loss of profit, loss of brand image, costs increase. The Service Provider shall not be held liable for any damages incurred by the User because 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).

‍16.   INSURANCE

The Parties hereby declare that they are insured by insurers of recognized financial responsibility, against all the harmful effects and actions for which they could be held liable under these terms and conditions.

‍17.   FORCE MAJEURE

‍All events beyond the control of the Parties inaccordance with the criteria defined by Article 1218 of the Civil Code and thecase law of the French courts shall be considered as force majeure events underthe terms of these G.T.C.S.In the event of force majeure, making it impossiblefor a Party to perform its obligations under the Contract, it shall inform theother Party as soon as possible after the occurrence of this event.

The obligations of the Party involved shall bone and it shall be relieved of its liability only for those obligationsor services that the Force Majeure event makes impossible to perform. TheParties shall agree in good faith on a solution that will enable the Agreementtoe pursued.

Should the Force Majeure event make it impossible to continue the Contract for a period of more than sixty (60) calendar days, the Contract may be terminated automatically and without any legal formalities by either of the Parties by registered letter with acknowledgement of receipt sent to the other Party without any compensation being due on either side.

‍18.   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 inits name and on its behalf as a User, it being understood that the co-contractor of the Service Provider remains the Client.

19.  SUBCONTRACTING

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

20.  INDEPENDENCE OF CONTRACTUAL 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.

21.  NON-WAIVER

No failure by the Service Provider to exercise any right or remedy consequent upon a breach by the Client to the provisions of the GTCS, shall constitute a waiver of any such right.    

‍22.   MODIFICATION OF THE GENERAL TERMS & CONDITIONS

‍The Service Provider reserves the right to modify these Terms and Conditions 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.

23.  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.

Not withstanding 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 the Service 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.

‍24.   REVERSIBILITY

‍In the event of termination of the contractual relationship between the Parties, 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.

‍25.   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.