GENERAL TERMS AND CONDITIONS OF USE OF SPENDESK SERVICES

Version of 1st September 2023 - v01092023

Spendesk offers an expense management platform for companies. The purpose of these General Terms and Conditions is to govern the Services provided by Spendesk to its Customers. The Services include payment services and digital money services. Within the framework of the provision of Services relating to the Euro Accounts, Spendesk acts as a PSP agent in the name and on behalf of Okali. As such, Spendesk is registered with the ACPR (Autorité de contrôle prudentiel et de résolution [Prudential Supervision and Resolution Authority]) and registered in the Register of Financial Agents (accessible here: https://www.regafi.fr/) under number 74593.

1. Definitions and interpretation

1.1. Definitions

In these General Terms and Conditions, terms beginning with a capital letter and not specifically defined in the body of the General Terms and Conditions have the meaning attributed to them below:

Acceptor: refers to the acceptor of a Card Payment Order with an Acceptance Point;

ACPR: refers to the Prudential Supervision and Resolution Authority located at 4, place de Budapest – 75436 Paris Cedex 09;

Beneficiary: refers to any natural or legal person who is the intended recipient of funds that have been the subject of a Payment Transaction;

Card: refers to, as the case may be, a Euro Card, a GBP Card or a Foreign Currency Card;

Eurocard: refers to a physical or virtual debit card denominated in euros which is made available to the Customer registered in a State that is a party to the EEA (excluding customers registered in the United Kingdom) and which is governed by the EEA Debit Card General Terms and Conditions available in Appendix 1;

Foreign Currency Card: refers to a physical or virtual prepaid card denominated in one of the following currencies: EUR, USD, GBP, NOK, SEK and DKK for customers registered in a State that is a party to the EEA, or EUR, USD, GBP, NOK, SEK and DKK for customers registered in the United Kingdom, which is made available to the Customer; for customers registered in the United Kingdom who are allocated Foreign Currency Cards, these Cards are governed by the UK Prepaid Cards General Terms and Conditions available in Appendix 1; for customers registered in an EEA State, these Cards are governed by the EEA Prepaid Cards General Terms and Conditions available in Appendix 1;

GBP Card: refers to a physical or virtual debit card denominated in pounds sterling (GBP) which is made available to the Customer registered in a State that is a party to the EEA or the United Kingdom and which is governed by the UK Debit Card General Terms and Conditions available in Appendix 1;

Customer: refers to a natural or legal person, registered or resident in an EU Member State or in a State party to the EEA or in the United Kingdom, acting on their behalf in the context of their professional activity, who has adhered to these General Terms and Conditions and wishes to use the Services provided by Spendesk;

CMF: refers to the Code monétaire et financier (French Monetary and Financial Code);

PIN Code: refers to the four (4)-digit code associated with a Card;

Accounts: refers to the Euro Accounts and/or, depending on the context, the GBP Accounts;

Euro Account: refers to a payment account, within the meaning of Article 314-1 I. of the CMF, identified by an IBAN, denominated in euros and opened in the name of the Customer registered in the EEA in the Okali books;

GBP Account: refers to the digital money account denominated in pounds sterling (GBP) and opened in the name of the Customer in the books of TPL;

External Account: refers to a bank or payment account held by the Customer with a PSP other than Okali;

Agreement: refers to, together, the Partners’ Documents and the General Terms and Conditions;

Foreign Currency Card GTCU:refers to either (i) the EEA Prepaid Cards General Terms and Conditions in Appendix 1 or (ii) the UK Prepaid Cards General Terms and Conditions in Appendix 1;

GBP Account GTCU: refers to the General Terms and Conditions of Use of the GBP Account in Appendix 1;

Euro Card GTCU: refers to the EEA Debit Card General Terms and Conditions in Appendix 1;

GBP Card GTCU: refers to the UK Debit Card General Terms and Conditions in Appendix 1;

Okali GTCU: refers to the “Framework Agreement for Payment Services” in Appendix 1;

TPL GTCU: refers to, together, the Foreign Currency Card GTCU, the GBP Account GTCU, the GBP Card GTCU and the stipulations of the Pricing Terms applicable to the GBP Accounts and to the Foreign Currency Cards and GBP Cards;

General Terms and Conditions: refers to these general terms and conditions of use of Spendesk's services;

Pricing Terms: refers to the Fees applicable to the Services and which include: - in Appendix 1 for the Euro Cards; and - in Appendix 1 for the GBP Account(s) and the Foreign Currency Cards.

ATM: refers to an automated teller machine;

Partners' Documents: refers to, together, the Euro Card GTCU, the Okali GTCU, the Foreign Currency Card GTCU, the TPL Currency Account GTCU and the Pricing Terms;

Personal Data: refers to “personal data” within the meaning of the Data Protection Act;

Personalised Security Data: refers to the personalised data provided to a User by Spendesk or, as the case may be, chosen by a User, which must be used by that User to identify themselves in order to access the Platform and/or to perform an action on the Platform, including to request the execution of a Payment Transaction. Personalised Security Data also include the PIN Code associated with a Card;

EEA: means the European Economic Area;

Business Day: refers to (i) for Spendesk, a calendar day, with the exception of Saturdays, Sundays and holidays in mainland France, during which the payment infrastructures carry out their activities in regular operation and during which Spendesk carries out an activity allowing Payment Transactions to be executed, (ii) for Okali, a business day as defined in the Okali GTCU (iii) for TPL, a business day as defined in the TPL GTCU applicable to the Service concerned;

Fees: refers to the fees due by the Customer in return for the provision of the Services, according to the rates indicated in the Pricing Terms;

AML-CFT: refers to anti-money laundering provisions and provisions to combat the financing of terrorism;

Data Protection Act: refers to (i) the GDPR and (ii) any other regulation applicable to Spendesk and the Customer in terms of the protection of Personal Data;

Payment Transaction: refers to an action consisting of paying, transferring or withdrawing funds from or to an Account, independently of any underlying obligation between the Payer and the Beneficiary;

Payment Order: refers to an instruction from a Payer or a Beneficiary to its PSP requesting the execution of a Payment Transaction;

Parties: refers to, together, (i) the Customer and (ii) Spendesk acting, as the case may be, either in their own name and on their own behalf, or as an Okali agent;

Payer: refers to any natural or legal person giving or authorising a Payment Order;

Platform: refers to the solution provided by Spendesk that allows the Customers to use the Services and that includes in particular the website available at https:// www.spendesk.com (and/or any other website that the Customer may be informed about at a later date) and/or any mobile application that Spendesk would make available to the Customer;

Acceptance Point: refers to the payment page or payment terminal allowing a Customer to send a Payment Order by Card to an Acceptor;

PSP: refers to a payment service provider;

GDPR: refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

Card Logo: refers to Mastercard® and/or any other similar card logo, as indicated on the Platform;

Services: refers to access to the Platform and related services, including services relating to the Euro Accounts, the Euro Cards, the GBP Accounts, the Foreign Currency Cards and the Archiving Service but excluding the Insurance Service which will be addressed only in Article 9;

Archiving Service: refers to the service described in Article 6 below;

Insurance Service: refers to the possibility for the Customer to take out insurance as described in Article 9 below;

Okali: refers to Okali, a limited liability company registered in the Trade and Companies Register of Paris under number 890111776, whose registered office is located at 50 Rue la Boetie 75008 Paris – France. Okali is authorised as a digital money institution by the ACPR under number 17448 and is subject to the control of the latter;

Spendesk: refers to Spendesk SAS, a simplified joint stock company registered in the Trade and Companies Register of Paris under number 821 893 286, whose registered office is located at 51 rue de Londres, 75008 Paris – France. For the application of the stipulations of these General Terms and Conditions relating to the Euro Accounts, any reference to Spendesk must be interpreted as referring to Spendesk SAS acting as an Okali agent. For the application of the stipulations of these General Terms and Conditions relating to the GBP Accounts and to the Cards, any reference to Spendesk must be interpreted as referring to Spendesk SAS;

EFTPOS (Electronic Funds Transfer at Point of Sale): refers to any electronic equipment, including in particular any proximity or remote payment terminal (secure reader connected to a computer, TV set-top box, mobile phone with insertion of the Card, etc.) or ATM that is used to initiate a Card Payment Transaction;

TPL: refers to Transact Payments Malta Limited, company registered in Malta, whose registered office is located at Vault 14, Level 2, Valletta Waterfront, Floriana FRN 1914, Malta, authorised as a digital money institution by the Malta Financial Services Authority under number 91879 and/or Transaction Payment Limited, a company registered in Gibraltar, whose registered office is located at 6.20 World Trade Center, 6 Bayside Road, Gibraltar GX11 1AA authorised as a digital money institution by the Gibraltar Financial Services Commission;

User: refers to, depending on the context, (i) the Main User and/or (ii) any other natural person acting in the name and on behalf of the Customer in the context of their professional activity and who is authorised to use the Services in the name and on behalf of the Customer, within the limits of the authorisations issued to them by the Main User;

Main User: refers to the Customer (when it involves a natural person) or a natural person duly authorised by the Customer to (i) enter into the Agreement on behalf of the Customer and (ii) perform the functions provided for by the General Terms and Conditions, in particular those indicated in Article 3. When the Main User is not the Customer or a corporate officer of the Customer, it must be a person (employee or third party) specially authorised to act in the name and on behalf of the Customer (and, in the case referred to in (i) above, to enter into the Agreement on behalf of the Customer) within the framework of a power of attorney or a delegation of powers granted by a corporate officer of the Customer. The Customer undertakes to provide Spendesk, on request, with proof of the powers of the Main User;

Data Breach: refers to a security breach leading accidentally or illegally to the destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed by Spendesk; and

Transfer: refers to a Payment Transaction by which the PSP who holds the Payer's account transfers, on instruction from the Payer, a sum of money from the Payer's account to another account opened in the Beneficiary's name.

1.2. Interpretation

Unless otherwise indicated in these General Terms and Conditions, (i) words in one gender imply the other gender, (ii) words in the singular also imply the plural and vice versa and (iii) the expressions “these General Terms and Conditions”, “herein” and their derivative forms or similar expressions refer to the General Terms and Conditions in their entirety.

Unless otherwise indicated in these General Terms and Conditions, in the event of contradiction between the General Terms and Conditions and the Partners' Documents, the latter shall prevail over the General Terms and Conditions.

2. SUBSCRIPTION TO THE SERVICES

2.1. Registration

If the Customer meets all of the criteria indicated on the Platform at the time of registration, the Customer may subscribe to the Services by following the steps indicated on the Platform.

On the date of these General Terms and Conditions, the Customer may only be a natural person acting for professional purposes or a company registered in or resident of an EU Member State or in a State that is a party to the EEA or in the UK. The Services are intended exclusively for professional customers and are not intended for consumers.

In any event, the registration of the Customer specifically implies (i) acceptance of the Agreement (which includes the General Terms and Conditions, the Partners’ Documents and the Pricing Terms) and (ii) payment of the Fees.

Spendesk may, at its sole discretion, refuse to allow any person to register for the Services, without having to explain its refusal.

2.2. Acceptance of the Agreement

The acceptance of the Agreement by the Customer is materialised, during the registration process mentioned in Article 2.1 above, by a box ticked on the Platform and the electronic signature of the Customer’s legal representative.

By signing the Agreement, the Customer expressly acknowledges that they have carefully read the General Terms and Conditions, the Partners’ Documents and the Pricing Terms in force on the day of its acceptance, that they have understood them and that they accept them in their entirety and without reservation.

The Customer undertakes to bring the Agreement to the attention of any User and to ensure that any User complies with the provisions of the Agreement.

The Customer accepts the transmission and signature of any document electronically and acknowledges their enforceability in the event of a dispute.

2.3. AML-CFT checks

In accordance with the applicable regulations, Okali and TPL are required to collect certain documents and information about the Customer, as well as about their beneficial owner(s) before entering into a relationship with the latter and during the relationship.

In this context, the Customer undertakes to provide Spendesk with any document and/or information necessary to enable Okali and/or TPL to comply with their AML-CFT obligations (hereinafter the “KYC Information”). Checks and certification measures for documents communicated by the Customer may be requested or carried out, if applicable.

The Client is aware that failure to comply with request(s) of documentation before entering into a relationship or during the relationship may result either in the impossibility for Spendesk to provide the Services or the termination by Spendesk of the Agreement.

In the event of a change affecting the KYC Information, such as a change of beneficial owner, the Customer must inform Spendesk thereof as soon as possible.

The Customer agrees that the information and documents sent by Spendesk in the context of the implementation of this clause 2.3 may be retained by Spendesk and Okali or, as the case may be, TPL, for the duration and under the conditions provided by the applicable regulations.

3. ACCESS TO THE SERVICES

In these General Terms and Conditions, the term “Customer” must be interpreted as referring (i) to the Customer themselves if it involves a natural person or (ii) to the Customer acting through a User (either the Main User or a User with the necessary powers and authorisations). Any act, decision, instruction or request entered by a User on the Platform will be considered as an act, decision, instruction or request by the Customer.

Access to the Services by the Users requires their registration on the Platform. The Customer undertakes to ensure that Users register on the Platform and use the Services in compliance with the stipulations of the General Terms and Conditions.

The Main User may perform any act to manage the Account(s) and the Services, including in particular:

(i) invite other people to become Users and authorise them to perform certain actions on the Platform;

(ii) request the issuance of Cards;

(iii) assign an expenditure or withdrawal limit to each Card, within the limit of the maximum amounts authorised by Spendesk;

(iv) request the execution of outgoing Transfers, including to an External Account;

(v) fund a Euro Account according to the stipulations of Article 4.1.2 below or fund a GBP Account according to the stipulations of Article 5.1.2 below.

The Main User may delegate powers to a User by assigning such User a profile on the Platform. When they assign powers to a User, the Main User may be forced to select one of the predefined profiles proposed by Spendesk, without being able to choose the combination of powers/authorisations that they wish to delegate or the terminology assigned to each profile (“Administrator”, “Requester”, “Manager”, etc.).

4. SERVICES RELATING TO THE EURO ACCOUNT(S) AND TO THE EURO CARDS

The stipulations of this Article 4 apply only if the Customer has requested the opening of one or more Euro Account(s) and/or the provision of one or more Euro Cards.

4.1. Services relating to the Euro Account(s)

4.1.1. Conditions for opening a Euro Account

The conditions for opening one or more Euro Account(s) in the name of the Customer as well as the operating procedures of this (these) Euro Account(s) are governed by the Okali GTCU in Appendix 1. As part of the provision of Services related to the Euro Account(s), Spendesk acts as an Okali agent.

The opening of one or more Euro Account(s) on behalf of the Customer is subject to (i) compliance by the Customer with the registration steps mentioned on the Platform, (ii) review by Spendesk of the documents and information provided by the Customer (iii) acceptance of the registration application by Spendesk and (iv) compliance with these General Terms and Conditions as well as the Okali GTCU in Appendix 1.

If Spendesk deems, at its sole discretion, that the information provided by the Customer at the time of their registration is not sufficient to allow Spendesk and/or Okali to comply with their regulatory and/or contractual obligations, in particular with regard to AML-CFT, Spendesk reserves the right to postpone or refuse the opening of a Euro Account, without having to justify its decision. This decision may not in any case give rise to compensation. It will be notified to the Customer either by email or by telephone and will immediately terminate these General Terms and Conditions.

4.1.2. Funding a Euro Account

The Customer must ensure that any Euro Account at any time presents a sufficient and available balance to enable (i) the execution of the Payment Transactions requested by the Customer and (ii) the deduction by Spendesk of the Fees pursuant to Article 10 below.

The Customer may fund a Euro Account:

(i) by ordering a Transfer to this Euro Account from an External Account according to the procedure specified by the Okali GTCU in Appendix 1; or

(ii) by making a card payment on the Platform, in accordance with the procedure described on the Platform. Only Visa, American Express or Mastercard cards are accepted for this purpose. This transaction may be subject to commissions that will be clearly mentioned on the Platform before the Customer confirms payment by card.

The Customer expressly acknowledges and agrees that the Account will never be used as a deposit account. Indeed and as a reminder, the purpose of the Account is to enable the Customer to accompany Users in the context of their professional expenses by facilitating them and allowing control of them through the Platform. In this context and as indicated in this article, the Customer must ensure that the Account only has a sufficient and available balance for these expenses. Nevertheless, this balance must represent an amount consistent with the Customer’s average monthly expenses, according to a projected or actual amount recorded over the last 3 (three) months preceding any funding of the Customer's Account. Thus, and in the event that the balance of said Account would exceed 12 (twelve) times the amount of average, projected or actual monthly expenses over the last 3 (three) months (the "Average"), Spendesk will immediately inform the Customer thereof and the Customer will have to transfer the portion of the balance exceeding the Average to the Customer's issuer account. Without actions from the Customer within 7 (seven) days of being informed by Spendesk, the amount initially paid by the Customer will be returned in full to the issuer account.

4.1.3. Transfers made from a Euro Account

The Customer may order a Transfer from a Euro Account to an External Account according to the procedure specified by the Okali GTCU in Appendix 1.

4.1.4. Objection to Payment Transactions and/or blocking of the Euro Account

The Customer may object to the authorised, unauthorised or poorly executed Payment Transactions carried out on the Euro Account as quickly as possible and within sixty (60) days following the recording of the Transaction in question on the Euro Account. To dispute a Transaction, the Customer informs Spendesk according to the procedure described in Article 11 below.

When the loss, theft or fraudulent use of their Personalised Security Data is discovered, the Customer or any User must inform Spendesk in order to block access to the Euro Account. This request must be made by email sent to the address indicated in Article 11 below. Spendesk acknowledges receipt and notifies the Customer of the blocking of the Euro Account by email.

The procedures for objecting to Payment Transactions carried out on the Euro Account and the blocking of a Euro Account are also governed by the Okali GTCU in Appendix 1.

Spendesk reserves the right to block, on its own initiative, the Euro Account for reasons relating to the security of the Euro Account, under the conditions provided for by the Okali GTCU in Appendix 1.

4.1.5. Consultation of the balance of an Euro Account

The balance of a Euro Account and the history of Payment Transactions carried out on this Euro Account can be consulted at any time by connecting to the Platform. It is recommended that the Customer regularly check the history in order to be able to detect an unauthorised or poorly executed Payment Transaction.

4.2. Services related to the use of Euro Cards

The Customer may request the provision of one or more Euro Card(s), whose subscription and usage conditions are described by the Euro Cards GTCU in Appendix 1 for debit cards.

4.2.1. Issuance and activation of a Euro Card

A Card is issued at the Customer's request. This request must be made through the Platform.

Spendesk reserves the right to refuse to issue a Card. In this case, Spendesk shall inform the Customer, at the latter's request, of the reasons for its decision, unless such information is prohibited under the applicable regulations.

A physical Card (plastic) is sent directly to the Customer or to the User designated by the Customer at the address indicated on the Card order form completed via the Platform. When the Card is sent to the Customer, it is the Customer's responsibility to give it to the User concerned.

In order to activate the Card assigned to them, the User must connect to the Platform and follow the instructions provided to them. The Card may not be used if it is not activated by the User within the allotted time.

In the case of a physical Card, the Card User must sign the back of the Card as soon as they receive it.

4.2.2. Use of Euro Cards

A Euro Card allows its User to carry out:

- cash withdrawals from ATMs displaying the trademark of the Card Logo affixed to the Card; and

- purchases of goods or services (local or remote) from the Acceptors who accept the cards bearing the Card Logo trademark affixed to the Card.

When the Euro Card is a debit card governed by the Euro Card GTCU in Appendix 1, the Payment Transactions made with this Card are debited from the Euro Account associated with the Card.

4.2.3. Entering the PIN Code associated with a Euro Card

The number of successive attempts to enter the PIN Code is limited to three (3) on EFTPOS terminals and ATMs. The third unsuccessful attempt causes the invalidation of the Card and/or, if applicable, its capture by the ATM. In this case, the Customer or Card User contacts Spendesk’s customer service according to the procedure described in Article 11 below.

4.2.4. Euro Card usage limits

The maximum limits for use and withdrawal of cash for Euro Cards are indicated for debit Cards in Appendix 1 according to the type of Card concerned (virtual, physical or virtual with high limits).

4.2.5. Blocking

As soon as the Customer becomes aware of the loss, theft, misappropriation or any fraudulent use of a Card or Personalised Security Data related to it, or the misappropriation or any fraudulent use of the Platform and Personalised Security Data allowing access to it, the Customer must inform Spendesk without delay for the purpose of blocking the Card and/or the use of the Platform, indicating the reasons why the blocking is requested.

This blocking request must be made:

- by email to support@spendesk.fr; or

- by phone at the following number: 0182880510; or

- by using the chat function on the Platform.

In the event of theft or fraudulent use of the Card, the Customer undertakes to comply with the obligations provided for by the Euro Card GTCU in Appendix 1 for debit cards.

Spendesk cannot be held liable for the consequences of a blocking request that does not come from the Customer or a duly authorised User.

If a Card reported as lost is subsequently found by the User, it must not be used. In this case, the Customer or the User must contact Spendesk's customer service according to the procedure described in Article 11 below, to find out what steps to take.

4.2.6. Blocking the Euro Card for security reasons

Spendesk and TPL reserve the right to block, at their own initiative, one or more Card(s) for reasons relating in particular to the security of the Card(s) as listed in the Euro Card GTCU in Appendix 1 for debit cards. The Customer and/or the Card User may at any time request the unblocking of the Card by contacting Spendesk’s customer service. However, the decision to unblock is ultimately up to TPL.

5. SERVICES RELATING TO GBP ACCOUNTS AND FOREIGN CURRENCY CARDS OR GBP CARDS

The stipulations of this Article 5 apply only if the Customer has requested the opening of one or more GBP Account(s) and/or the provision of one or more Foreign Currency Cards and/or GBP Cards.

5.1. Services relating to GBP Accounts

5.1.1. Conditions for opening a GBP Account

The conditions for opening one or more GBP Account(s) on behalf of the Customer as well as the operating procedures of this (these) GBP Account(s) are governed by the GBP Account GTCU in Appendix 1.

The opening of one or more GBP Account(s) on behalf of the Customer is subject to (i) compliance by the Customer with the registration steps mentioned on the Platform, (ii) review by Spendesk of the documents and information provided by the Customer, (iii) acceptance of the registration application by Spendesk and (iv) compliance with these General Terms and Conditions as well as the TPL Account GTCU in Appendix 1.

If Spendesk deems, at its sole discretion, that the information provided by the Customer at the time of its registration is not sufficient to allow Spendesk and TPL to comply with their regulatory and/or contractual obligations, in particular with regard to AML-CFT, Spendesk reserves the right to postpone or refuse the opening of a GBP Account, without having to justify its decision. This decision may not in any case give rise to compensation. It will be notified to the Customer by e-mail and will immediately terminate these General Terms and Conditions.

5.1.2. Funding of a GBP Account

The Customer must ensure that any GBP Account at all times has a sufficient balance available to enable (i) the execution of the Payment Transactions requested by the Customer and (ii) the deduction by Spendesk of the Fees pursuant to Article 10 below.

The Customer may fund a GBP Account by:

(i) ordering a Transfer to the Account from a British External Account in accordance with the procedure specified by the GBP Account GTCU; or

(ii) by making a card payment on the Platform, in accordance with the procedure described on the Platform. Only Visa, American Express or Mastercard cards are accepted for this purpose. This transaction may be subject to commissions that will be clearly mentioned on the Platform before the Customer confirms payment by card.

The Customer expressly acknowledges and agrees that the Account will never be used as a deposit account. Indeed and as a reminder, the purpose of the Account is to enable the Customer to accompany Users in the context of their professional expenses by facilitating them and allowing control of them through the Platform. In this context and as indicated in this article, the Customer must ensure that the Account only has a sufficient and available balance for these expenses. Nevertheless, this balance must represent an amount consistent with the Customer’s average monthly expenses, according to a projected or actual amount recorded over the last 3 months preceding any funding of the Customer's Account. Thus, and in the event that the balance of said Account exceeds 12 (twelve) times the amount of average, projected or actual monthly expenses over the last 3 (three) months (the "Average"), Spendesk will immediately inform the Customer thereof and the Customer will have to transfer the portion of the balance exceeding the Average to the Customer’s issuer account. Without actions by the Customer within 7 days of being informed by Spendesk, the amount initially paid by the Customer will be returned in full to the issuer account.

5.1.3. Transfer of funds from a GBP Account

The Customer may request the execution of a transfer of funds from a GBP Account, under the conditions provided for in the TPL GTCU Appendix 1.

5.1.4. Objection to Payment Transactions and/or blocking of the GBP Account

The Customer may object to the authorised, unauthorised or poorly executed Payment Transactions carried out on the GBP Account as quickly as possible and within sixty (60) days following the recording of the Transaction in question on the GBP Account. To dispute a Transaction, the Customer informs Spendesk according to the procedure described in Article 11 below.

When the loss, theft or fraudulent use of its Personalised Security Data is discovered, the Customer or any User must inform Spendesk in order to block access to the GBP Account. This request must be made by email and confirmed by registered letter with acknowledgement of receipt and sent to the address indicated in Article 11 below. Spendesk acknowledges receipt and notifies the Customer of the blocking of the GBP Account by email TPL reserves the right to suspend, at its own initiative, the GBP Account in the event of one of the events listed in the GBP Account GTCU in Appendix 1.

5.1.5. Consultation of the balance of an GBP Account

The balance of an GBP Account and the history of Payment Transactions carried out on this GBP Account may be consulted at any time by connecting to the Platform. It is recommended that the Customer regularly check the history in order to be able to detect an unauthorised or poorly executed Payment Transaction.

5.2. Services related to the use of GBP Cards

The Customer may request the provision of one or more GBP Card(s), whose subscription and usage conditions are described by the GBP Card GTCU in Appendix 1 for debit cards.

5.2.1. Issuance and activation of a GBP Card

A Card is issued at the Customer's request. This request must be made through the Platform.

Spendesk reserves the right to refuse to issue a Card. In this case, Spendesk shall inform the Customer, at the latter's request, of the reasons for its decision, unless such information is prohibited under the applicable regulations.

A physical Card (plastic) is sent directly to the Customer or to the User designated by the Customer at the address indicated on the Card order form completed via the Platform. When the Card is sent to the Customer, it is the Customer's responsibility to give it to the User concerned.

In order to activate the Card assigned to them, the User must connect to the Platform and follow the instructions provided to them. The Card may not be used if it is not activated by the User within the allotted time. In the case of a physical Card, the Card User must sign the back of the Card as soon as they receive it.

5.2.2. Use of GBP Cards

A GBP Card allows its User to carry out:

- cash withdrawals from ATMs displaying the trademark of the Card Logo affixed to the Card; and

- purchases of goods or services (local or remote) from the Acceptors who accept the cards bearing the Card Logo trademark affixed to the Card.

When the GBP Card is a debit card governed by the GBP Card GTCU in Appendix 1, the Payment Transactions made with this Card are debited from the GBP Account associated with the Card.

5.2.3. Entering the PIN Code associated with a GBP Card

The number of successive attempts to enter the PIN Code is limited to three (3) on EFTPOS terminals and ATMs. The third unsuccessful attempt causes the invalidation of the Card and/or, if applicable, its capture by the ATM. In this case, the Customer or Card User contacts Spendesk’s customer service according to the procedure described in Article 11 below.

5.2.4. GBP Card usage limits

The maximum limits for use and withdrawal of cash for GBP Cards are indicated in for debit Cards in Appendix 1. The Main User may modify the limits for the use and/or withdrawal of cash via the Platform, within these limits.

5.2.5. Blocking

As soon as the Customer becomes aware of the loss, theft, misappropriation or any fraudulent use of a Card or Personalised Security Data related to it, or the misappropriation or any fraudulent use of the Platform and Personalised Security Data allowing access to it, the Customer must inform Spendesk without delay for the purpose of blocking the Card and/or access to the Platform, indicating the reasons why the blocking is requested.

This blocking request must be made:

- by email to support@spendesk.fr; or

- by phone to the following number: 0033(1)82880510; or

- by using the chat function on the Platform.

In the event of theft or fraudulent use of the Card, the Customer undertakes to comply with the obligations provided for by the GBP Card GTCU in Appendix 1 for Debit Cards.

Spendesk cannot be held liable for the consequences of a blocking request that does not come from the Customer or a duly authorised User.

If a Card reported as lost is subsequently found by the User, it must not be used. In this case, the Customer or the User must contact Spendesk's customer service according to the procedure described in Article 11 below, to find out what steps to take.

5.2.6. Blocking the GBP Card for security reasons

Spendesk and TPL reserve the option to block, at their own initiative, one or more Card(s) for reasons relating in particular to the security of the Card(s) as listed in the GBP Cards GTCU in Appendix 1 for Debit cards. The Customer and/or the Card User may at any time request the unblocking of the Card by contacting Spendesk’s customer service. However, the decision to unblock is ultimately up to TPL.

5.3. Services related to the use of Foreign Currency Cards

The Customer may request the provision of one or more Foreign Currency Card(s), whose subscription and usage conditions are described by the Foreign Currency Card GTCU in Appendix 1 for prepaid cards.

5.3.1. Issuance and activation of a Foreign Currency Card

A Card is issued at the Customer's request. This request must be made through the Platform.

Spendesk reserves the right to refuse to issue a Card. In this case, Spendesk shall inform the Customer, at the latter's request, of the reasons for its decision, unless such information is prohibited under the applicable regulations.

A physical Card (plastic) is sent directly to the Customer or to the User designated by the Customer at the address indicated on the Card order form completed via the Platform. When the Card is sent to the Customer, it is the Customer's responsibility to give it to the User concerned.

In order to activate the Card assigned to them, the User must connect to the Platform and follow the instructions provided to them. The Card cannot be used if it is not activated by the User.

In the case of a physical Card, the Card User must sign the back of the Card as soon as they receive it.

5.3.2. Use of Foreign Currency Cards

A Foreign Currency Card allows its User to perform:

- cash withdrawals from ATMs displaying the trademark of the Card Logo affixed to the Card; and

- purchases of goods or services (local or remote) from the Acceptors who accept the cards bearing the Card Logo trademark affixed to the Card.

5.3.3. Entering the PIN Code associated with a Foreign Currency Card

The number of successive attempts to enter the PIN Code is limited to three (3) on EFTPOS terminals and ATMs. The third unsuccessful attempt causes the invalidation of the Card and/or, if applicable, its capture by the ATM. In this case, the Customer or Card User contacts Spendesk’s customer service.

5.3.4. Foreign Currency Card usage limits

The maximum limits for use and withdrawal of cash for Foreign Currency Cards are indicated in for prepaid Cards in Appendix 1 according to the type of Card concerned (virtual, physical or virtual with high limits) and the currency concerned (GBP, USD, DKK, NOK or SEK).

5.3.5. Blocking

As soon as the Customer becomes aware of the loss, theft, misappropriation or any fraudulent use of a Card or Personalised Security Data related to it, or the misappropriation or any fraudulent use of the Platform and Personalised Security Data allowing access to it, the Customer must inform Spendesk without delay for the purpose of blocking the Card and/or access to the Platform, indicating the reasons why the blocking is requested.

This blocking request must be made:

- by email to support@spendesk.fr; or

- by phone to the following number: 0033(1)82880510; or

- by using the chat function on the Platform.

In the event of theft or fraudulent use of the Card, the Customer undertakes to comply with the obligations provided for by the Foreign Currency Card GTCU in Appendix 1 for prepaid Cards.

Spendesk cannot be held liable for the consequences of a blocking request that does not come from the Customer or a duly authorised User.

If a Card reported as lost is subsequently found by the User, it must not be used. In this case, the Customer or the User must contact Spendesk's customer service in accordance with the procedure described in Article 11 below, to find out the steps to be taken.

5.3.6. Blocking the Foreign Currency Card for security reasons

Spendesk and TPL reserve the right to block, at their own initiative, one or more Card(s) for reasons relating in particular to the security of the Card(s) as listed in the Foreign Currency Card GTCU in Appendix 1 for prepaid cards.

The Customer and/or the Card User may at any time request the unblocking of the Card by contacting Spendesk’s customer service. However, the decision to unblock is ultimately up to TPL.

6. ARCHIVING SERVICE

The Archiving Service is provided to the Customer by Spendesk in its own name and on its own behalf.

6.1. Operation of the Archiving Service

When the Customer subscribes to the Archiving Service, it expressly authorises Spendesk to electronically stamp on behalf of the Customer and via an electronic seal all invoices and/or receipts received from its employees or representatives, and which are downloaded on the Platform.

The Archiving Service is based on a certified process that allows Spendesk to (i) generate a PDF file for the invoice and/or the receipt concerned, (ii) stamp this PDF file via an electronic seal based on a qualified certificate, and (iii) archive the invoice and/or the receipt concerned on an ISO 27001 certified server based in the EU, for a total period of eleven (11) years (the “Archiving Period”).

Invoices and/or receipts (hereinafter the “Content”) are sealed with a qualified eIDAS timestamp service in order to provide undeniable proof of integrity. This certified process is based on a reliable control circuit. The pricing terms for the Archiving Service are available at the Customer's request.

6.2. End of Archiving Service

The Customer may terminate the Archiving Service at any time, provided that it notifies Spendesk thereof by registered letter with acknowledgement of receipt with six (6) months' notice.

If the Customer terminates the Archiving Service or if the General Terms and Conditions are terminated:

(i) the Customer may retain online access to the Archived Content for the remainder of the Archiving Period, provided it pays Spendesk the Archiving Service Fees;

(ii) the Customer may obtain an electronic version of all its Archived Content upon written request sent to Spendesk no later than one (1) month following the termination of the General Terms and Conditions or the Archiving Service. Once the Customer's request has been executed, the Customer will no longer have access to the Platform;

(iii) In the absence of instructions to the contrary from the Customer, at the end of the month following the termination of the General Terms and Conditions or the Archiving Service, the Customer shall permanently lose access to the Platform and its Archived Content.

6.3. Return or destruction of Archived Content

At the end of the Archiving Period, the Customer may ask Spendesk to:

(i) destroy all Archived Content; or

(ii) return to it in electronic format all Archived Content; or

(iii) return the Archived Content to the archiving service provider that the Customer has appointed.

The return of an electronic version of the Customer's Archived Content will be invoiced directly by Spendesk’s subcontractor at the price in force at that time.

Notwithstanding the above stipulations, Spendesk may keep a copy of the Customer's Content, in particular for statistical purposes and/or evidence, within the limits and within the deadlines permitted by law.

6.4. Liability related to the Content

The Customer is solely liable for the Content which it downloads from the Platform.

In particular, the eIDAS-qualified timestamp service does not have the objective or effect of identifying a signed or poorly signed invoice in the case of fiscal non-compliance within the meaning of the provisions of Articles 96 F bis of Appendix 2 of the General Tax Code and/or 1° or 2° of Article 289 of the General Tax Code. Spendesk cannot be held liable in this respect.

7. COMMITMENTS AND GUARANTEES OF THE CUSTOMER

7.1. Supply and update of information

The Customer undertakes to provide Spendesk with all the information and/or documents necessary for the proper performance of the Agreement and the provision of the Services and, more generally, to actively cooperate with Spendesk for the proper performance hereof. If the Customer does not comply with this obligation, Spendesk reserves the right to suspend the Services until the required information or documents are obtained.

The Customer guarantees to Spendesk that all information and documents that it provides to Spendesk, including those provided on the Platform and those concerning each User, are accurate, up-to-date and true on the day they are communicated to Spendesk and are not vitiated by any misleading nature or likely to mislead.

If the information and/or documents provided become inaccurate or obsolete during the term of the Agreement, the Customer undertakes to update them and/or send an updated version of the documents concerned to the Platform as soon as possible.

More generally, it is the Customer's responsibility to formally notify Spendesk of any change in the information concerning it. Spendesk is not liable for any damage that may result from an inaccuracy or change about which it has not been notified.

7.2. Compliance with regulations

The Customer undertakes, for itself and for each of the Users, to (i) comply, within the framework of its use of the Services, with the laws and regulations in force and not to infringe the rights of third parties or public order and (ii) only perform activities that comply with the applicable regulations.

The Customer shall pay any fine, financial penalty or damages incurred by Spendesk resulting from an activity of the Customer that would be illegal, unlawful or unethical.

7.3. Use of the Platform and Services

The Customer undertakes, for itself and for each User:

(i) not breach or attempt to breach, scan or test the vulnerability of the security system and related systems of the Platform;

(ii) not to access or attempt to access any data that is not intended for the Customer;

(iii) to refrain from interfering with the normal functioning of the Platform or performing any action that could cause the interruption or deterioration of one or more Services;

(iv) not to upload to the Services, display, send by email or otherwise transmit any material containing software viruses or other computer codes, files or programs designed to interrupt, destroy or limit the functionality of the Platform; and

(v) not attempt to interfere with the Services of any other customer or user, host or network, including, but not limited to, exposing the Services to a virus, creating a server overload, flooding the server, flooding the messaging services.

The Customer acknowledges having read about the characteristics and constraints, in particular technical, of all the Services. The Customer is solely responsible for its use of the Services.

The Customer is informed and accepts that the use of the Services requires an Internet connection and that the quality of the Services depends directly on this connection as well as on computer hardware and/or third-party software, for which the Customer is solely responsible.

7.4. Personal use of the Platform and Services

The Customer undertakes to use the Platform and the Services on a strictly personal basis, and not to allow any third party to use them on its own behalf, except to bear full liability for such use. Users may only use the Platform and Services in the name and on behalf of the Customer.

8. COMMITMENTS AND GUARANTEES OF SPENDESK

Spendesk undertakes to provide the Services with diligence and according to best practices, it being specified that it is held to an obligation of means, to the exclusion of any obligation of result, which the Customer expressly acknowledges and accepts.

Spendesk does not guarantee to the Customer that the Services will be completely free of errors or defects or be continuously available. In addition, the Services are standard and are therefore not offered solely for a given Customer, depending on its own personal constraints, or to specifically meet its needs and expectations.

Spendesk undertakes to:

(i) do its best to ensure the security of the Platform;

(ii) inform the Customer of any reasonably foreseeable difficulty, in particular with regard to the implementation of the Services or the proper functioning of the Platform; and

(iii) regularly carry out checks to verify the functioning and accessibility of the Platform.

Spendesk reserves the right to at any time modify the technical means of access to the Services and/or to the Platform based, in particular, on the evolution of the technology or its service offer. It is the Customer's responsibility to ensure that the IT or telecommunications tools or hardware at its disposal are adapted to these developments.

9. TAKING OUT INSURANCE (OPTION ONLY AVAILABLE FOR CLIENTS REGISTERED IN FRANCE OR IN LUXEMLBOURG)

The Customer has the option of having all Card Users benefit from group insurance taken out by Spendesk with a partner insurer.

9.1. Information about the insurance

An information sheet on the various types of cover, compensation limits and pricing terms is available here: https://www.spendesk.com/fr/product/insurance/.

The standardised insurance product information document is available here: https://spx-production.s3-eu-west-1.amazonaws.com/tos/2021_03_23-Fiche_IPID_Spendesk_03-03-2022.pdf.

If the Customer considers that the product is adapted to their needs and relevant to their activity and that of the Card Users, and with Spendesk at their side to help them clarify their choice, they are invited to carefully read the information notice of group insurance contract no. 4 091 933 available here: https://spx-production.s3-eu-west-1.amazonaws.com/tos/2021_03_10-notice_dinformation_des_assurances_spendesk.pdf.

This notice, for which Spendesk is in no way responsible for the content, precisely defines the conditions of cover, the applicable exclusions, the duration of cover and the formalities in the event of a claim. Membership to the insurance policy requires the Customer to accept all the terms of the information notice without reservation. The Customer also undertakes to bring the information notice to the attention of all Card Users.

9.2. Claims Management

A claim and its consequences will be processed directly and exclusively with the partner insurer according to the instructions available here: https://helpcenter.spendesk.com/fr/articles/4967565-comment-faire-pour-contacter-l-assurance-ou-l-assistance, which the Customer will inform the Card Users about. Spendesk undertakes to assist Customers and Card Users to enable them to usefully assert their rights with the partner insurer.

9.3. Changes to the contract and pricing terms

Spendesk draws the Customer's attention to the possibility that, after joining, the partner insurer may make changes to its rights and obligations as well as to those of the Card Users. Spendesk declines all liability in connection with the contractual and pricing changes which are the sole decision of the partner insurer.

Any changes will be sent by Spendesk to the Customer, on the Platform and/or by email, no later than three (3) months before the date proposed for its entry into force. The Customer will be deemed to have accepted the proposed changes if it has not notified Spendesk of its refusal before the date of entry into force indicated. The Customer will inform the Card Users of the changes made. If the Customer refuses the changes, it may terminate its membership to the insurance, without charge, by notification sent to Spendesk before the effective date of the changes either on the Platform or by registered letter with acknowledgement of receipt. From the date of notification, its membership will end on the expiry of a period of two (2) months. The Customer will inform the Card Users of the termination of the insurance.

9.4. Cancellation of the member's insurance and exclusions

Group insurance is subject to termination by Spendesk or the partner insurer. No later than two (2) months before the proposed termination date, Spendesk will inform the Customer of this on the Platform and/or by email.

The Customer will inform the Card Users thereof. Termination is binding on the Customer and the Card Users.

The Customer may terminate the insurance, after having informed the Card Users thereof, by giving two (2) months' notice, by notifying Spendesk on the Platform or by registered letter with acknowledgement of receipt. The termination of the insurance by the Customer implies termination of the insurance for all the Cards provided under the Agreement.

Spendesk recalls that the insurance, inseparably attached to the Card, cannot continue after expiry or withdrawal of the Card. Non-payment of insurance services also terminates membership. Spendesk will notify the Customer of the exclusion by a registered letter with acknowledgement of receipt. The Customer will inform the Card Users thereof.

9.5. Personal Data

By subscribing to the insurance, the Customer expressly authorises Spendesk to transmit to the partner insurer all the information necessary for the subscription of said insurance, including Personal Data relating to the Card Users. The partner insurer will process this Personal Data as data controller according to the conditions and purposes defined in the information sheet. The Customer is informed that the partner insurer, in its capacity as data controller may, at the subscription stage and during the course of the contract, request any additional information from it as well as from the Users concerned, including, where applicable, Personal Data.

10. FINANCIAL TERMS AND CONDITIONS

10.1. Pricing Terms

The prices of the Services are indicated in the Pricing Terms, which are available on the Platform. The Pricing Terms may also be provided to the Customer free of charge, upon request, on a durable medium.

10.2. Invoicing and payment of Fees

The Fees due by the Customer to Spendesk in exchange for the provision of the Services are invoiced monthly.

Invoices are made available to the Customer on the Platform. The amount of the first invoice is deducted by Spendesk on the anniversary date (i.e. 1 month later) of the date of subscription to the Services by the Customer, and for subsequent invoices on the first day of each month. Invoices are deducted directly from the Account. If the Customer has several Accounts and their debt is not inherent to a specific Account, Spendesk may decide at its sole discretion to deduct all or part of the Fees from one of the Customer's Accounts.

The Customer expressly authorises Spendesk to deduct from the Customer's Account(s) the Fees due by the Customer to Spendesk and payable under these General Terms and Conditions.

In the event that the credit balance of an Account proves insufficient to allow the deduction of the full price of the Services, the User undertakes to immediately fund the Account up to the amount due.

In the event of an insufficient balance of the Account, Spendesk reserves the right to block the Account, any Payment Transaction in progress, any use of Cards already issued as well as the issuance of new Cards.

If the Customer wishes to dispute an invoice, they must inform Spendesk thereof within thirty (30) days of the invoice date. After this period, the invoice can no longer be disputed.

11. PROCESSING OF COMPLAINTS

Any claim related to the provision of the Services must be sent by the Customer to Spendesk's customer service:

- either by email to the following address: support@spendesk.com;

- or by mail to the address of Spendesk’s registered office at 51 rue de Londres, 75008 Paris – France; or

- by using the chat function on the Platform.

In the event of a complaint relating to the Archiving Service, Spendesk will respond to the Customer as soon as possible from the date of receipt of the complaint.

In the event of a complaint relating to the Services described in Articles 4 and 5 above, the processing times for complaints are specified in the Partners' Documents.

12. AMENDMENT OF THE AGREEMENT

12.1. Amendment of the General Terms and Conditions

Spendesk reserves the right to at any time amend all or part of the General Terms and Conditions.

Any proposed amendment of the General Terms and Conditions will be sent by Spendesk to the Customer, on the Platform and/or by email, no later than one (1) month before the date proposed for its entry into force. The Customer shall be deemed to have accepted the proposed amendment if it has not notified Spendesk, before the proposed effective date of these amendment, that it has not accepted them. If the Customer refuses the amendments, they may terminate the General Terms and Conditions, free of charge, before the proposed effective date for the amendments, according to the procedures described in Article 18 hereof.

Spendesk may not under any circumstances be held liable for any damage, in any respect whatsoever, in connection with the modification of the General Terms and Conditions if the Customer refrains from terminating the General Terms and Conditions and continues to use the Services after the effective date of the modifications.

12.2. Amendment of the Partners’ Documents

The Partners' Documents may be modified at any time under the conditions and according to the deadlines provided for in the Partners' Documents.

13. TELEPHONE RECORDINGS

The Customer is informed that telephone conversations with Spendesk staff may be recorded by Spendesk or any company appointed for this purpose, in order to improve the quality of the Services for the Customer.

14. INTELLECTUAL PROPERTY

The Parties expressly agree that no intellectual property right is transferred to the Customer concerning any of the elements of the Services and the Platform made available to it under the General Terms and Conditions, including software, structures, infrastructure, source codes, databases, know-how, user interface, photos, brand, interactive elements or any content of any kind (texts, images, visuals, music, logos, brands, database, etc.) operated by Spendesk and the technical documentation that may be provided by Spendesk to the Customer.

Subject to the payment of the Fees due to Spendesk under Article 10 and the stipulations and limits provided for in the Agreement, Spendesk grants the Customer a personal, non-exclusive and non-transferable licence to use the Platform and Services for its own purposes only. This right is granted for the duration of the Agreement.

The Customer shall refrain from carrying out:

- any adaptation, modification, duplication, decomplication, disassembly or reproduction of the Services and the Platform, regardless of its nature, extracting it in whole or in part and, in general, is prohibited from any act that would infringe the rights of Spendesk and/or its suppliers;

- any reproduction of the Platform, by any means whatsoever and on any medium whatsoever;

- any form of use of the Platform and associated documentation, in any manner whatsoever, for the purposes of design, production, distribution or marketing of similar, equivalent or substitute software;

- any adaptation, modification, transformation, translation, or arrangement of the Platform for any reason whatsoever, in particular with a view to the creation of derivative or entirely new software, including to correct errors;

- any direct or indirect transcription, or any translation of the Platform into other languages;

- any modification or circumvention of the protection code such as, in particular, access codes or usernames; and/or

- any deletion, partial or total modification of existing notices relating to copyright, trademark rights and more generally intellectual property rights, affixed to the Platform.

The Customer authorises Spendesk to mention its name and logo as a commercial reference and for the promotion of its activities, to the exclusion of any other use, on any medium and worldwide.

15. PROTECTION OF PERSONAL DATA

15.1. Scope

This clause applies when Spendesk processes the Personal Data of Users (the “Data Subjects”) on behalf of the Customer.

For the purposes of this Agreement and the performance of the Services, Spendesk may therefore be required to process Personal Data or have access to it on behalf of the Customer.

Consequently, in the context of this Agreement, Spendesk acts in the capacity of “Data Processor” and the Customer acts as “Data Controller” within the meaning of the Data Protection Act.

In accordance with the Data Protection Act, the Customer acknowledges that Spendesk may collect, store, organise, structure, retain, adapt, modify, extract, consult, use, transmit, reconcile, limit and more generally process Personal Data provided by Users in order to access or use the Services and those relating to Users' preferences and flows.

This clause describes Spendesk's main commitments in this respect, it being specified that the outsourcing of Personal Data thus carried out by Spendesk for the benefit of the Customer is described in detail and governed by the Spendesk Data Protection Agreement in Appendix 3 (hereinafter the "Spendesk DPA"), which forms an integral part of this Agreement and, in the event of a contradiction with this clause, shall prevail over it. The types of Personal Data that Spendesk may process within the framework and for the term of the Agreement are set out in the Spendesk DPA and in the Spendesk Confidentiality Policy (https:// www.spendesk.com/fr/legals/privacy/). Users are informed of the Confidentiality Policy when they first register on the Platform. Spendesk shall process the Personal Data on behalf of the Customer in accordance with the General Terms and Conditions, the Spendesk DPA and in accordance with the written instructions received from the Customer. Spendesk undertakes to immediately inform the Customer if, according to it, an instruction from the Customer constitutes a violation of the General Terms and Conditions or the Data Protection Act.

15.2. The Customer’s Obligations

The Customer, in their capacity as Data Controller, undertakes to:

- provide the Data Processor with the Personal Data necessary for the performance of the Services;

- document in writing any instructions concerning the processing of data by the Data Processor, ensure, in advance and throughout the term of the Agreement, compliance with the obligations provided for by the Data Protection Act on the part of the Data Processor, supervise the processing, including carrying out audits and inspections with the Data Processor; and

- comply with the obligations incumbent upon it in its capacity as Data Controller.

15.3. Spendesk staff

Access to the Personal Data will be limited to Spendesk staff members who need access to the Personal Data in order to provide the Services. Spendesk will ensure that all staff members responsible for processing the Personal Data:

(i) are bound by adequate obligations in terms of confidentiality, protection of Personal Data and/or the security of Personal Data, at least as restrictive as those provided for in this Article 15;

(ii) process the Personal Data only in accordance with the General Terms and Conditions, unless otherwise required by law; and

(iii) are adequately trained to comply with the commitments made by Spendesk in terms of confidentiality and security of Personal Data.

15.4. Security

Given the state of the art, implementation costs and the nature, scope, context and objective of the processing of Personal Data within the framework of this Agreement, as well as the probability and severity of the risk incurred for the rights and freedoms of the individuals concerned, Spendesk will implement and maintain appropriate organisational and technical measures to ensure a level of security appropriate to this risk, including, if applicable, the measures mentioned in Article 32(1) of the GDPR in order to avoid any alteration, loss, accidental or unlawful destruction, unauthorised disclosure or access or any other form of unlawful processing of Personal Data.

15.5. Disclosure

Spendesk will not disclose the Personal Data to any government, authority or third party other than those authorised in the General Terms and Conditions, without the prior written consent of the Customer, unless otherwise required by law. As an exception, for the purposes of executing the General Terms and Conditions, Spendesk may disclose the Personal Data to any affiliated company, and in particular Okali and any subsequent Data Processor in accordance with the provisions of Article 15.12.

15.6. Transfers

In the event that Personal Data is transferred outside of the EEA, directly or through a subsequent Data Processor, Spendesk undertakes to ensure that the processing is covered by an appropriate instrument such as a contract using the European Commission clauses as a model.

15.7. Assistance

Spendesk undertakes to cooperate with the Customer in the context of compliance with its legal obligations under the Data Protection Act, and in particular for the implementation of the rights guaranteed to the Data Subjects, the performance of impact assessments and exchanges with the supervisory authorities.

In the event that Spendesk is informed in writing by a Data Subject of their desire to exercise their rights, Spendesk undertakes to send such a request to the Customer as soon as possible and to provide them with all the information necessary to enable them to respond to the Data Subject’s request.

15.8. Information and audit

Spendesk shall make available to the Customer all the information necessary to demonstrate compliance with the obligations provided for in this Article 15 and to enable audits to be carried out. The Customer may carry out, at their own expense, any checks they deem useful to verify compliance with Spendesk's obligations.

Spendesk will allow and participate in audits that the Customer or an auditor of its choice will conduct in order to review Spendesk's compliance with the obligations set out in this clause, subject to a written notice of at least sixty (60) business days.

The Customer may request, perform or have an audit conducted once every twelve (12) months. Any audit must be conducted during normal business hours.

The Customer and its auditors shall not be authorised to audit:

(i) data or information from other customers or prospective customers of Spendesk;

(ii) any internal data belonging to Spendesk that is not directly and strictly relevant to the authorised objectives of the audit; and

(iii) any information the disclosure of which could affect Spendesk's security systems and data (i.e. present a risk to the confidentiality of information), and the source code of the computer programs used for the performance hereof.

The auditor may not copy a document, file, data or information, in whole or in part, or take photos, scans, or create an audio, video or computer program without informing Spendesk thereof beforehand.

The audit must take place during working hours and must be carried out so as not to disrupt Spendesk's activities and the performance of Spendesk's Services on behalf of its other customers.

The Customer must bear all the costs of the audit, and Spendesk shall be entitled to invoice the Customer for any additional costs and expenses concerning the audit.

15.9. Deletion and restitution

Unless otherwise provided by law or according to the written instructions of the Customer, from the termination of the Agreement, and subject to the applicable retention periods, Spendesk will delete or return to the Customer, at their discretion, all Personal Data processed on their behalf within the framework of the Services and still in its possession.

The deletion or restitution does not prevent Spendesk from fulfilling its own legal obligations which may keep a copy of the Personal Data relating to the business relationship with the Customer or any useful data for the purposes of evidence for demonstrating compliance with its legal and/or contractual obligations.

15.10. Data Breaches

In the event of a Data Breach, Spendesk shall inform the Customer thereof in writing as soon as possible, after becoming aware of it.

Spendesk will inform the Customer of the person to contact in order to obtain more information about the Data Breach and, if applicable, will send any information allowing the Customer, if necessary, to notify the competent supervisory authority of this breach. If this information is not available at the time of notification and requires further investigations, Spendesk will provide the Customer with this information as soon as possible.

15.11. Record of processing activities

Spendesk keeps a written record of the processing of Personal Data carried out on behalf of the Customer.

This record includes the following information: (i) the categories of recipients to whom the Personal Data has been or will be disclosed; (ii) in the event that the Personal Data are transferred to a third party outside the EEA, a list of these transfers (including the name of the countries and companies in question outside the EEA), and information on the appropriate safeguards put in place for these transfers; and (iii) if applicable, a general description of the organisational and technical security measures implemented by any data processor. Spendesk will send a copy of this record to the Data Controller on request.

15.12. Data Processors

The Customer acknowledges that Spendesk uses business partners and suppliers to provide the Services and accepts that Spendesk hires one or more data processors to process the Personal Data on behalf of the Customer, to the extent necessary for the provision of the Services.

Spendesk may continue to use the data processors already hired on the date of conclusion of the Agreement. A list of Spendesk data processors is available in the Spendesk DPA. Spendesk will inform the Customer of any significant change in its outsourcing policy, such as the addition or replacement of a data processor, by updating the list of data processors and notifying the Customer thereof. Without written objection from the Customer within fifteen (15) days of notification of a change, the Customer shall be deemed to have consented to this change.

Spendesk will ensure that any data processor is (i) bound by obligations in respect of the protection of Personal Data equivalent to those herein and (ii) capable of ensuring the level of confidentiality and security of the Personal Data required by the General Terms and Conditions and the Data Protection Act.

The Customer may obtain a copy of the contracts concluded with the subsequent data processors or, failing this, a description of the essential elements of the general terms and conditions, including the performance of the obligations related to the protection of Personal Data.

15.13. Guarantee

The Customer guarantees that it complies with the Data Protection Act in force concerning the Personal Data processed by Spendesk on behalf of the Customer, and in particular that the processing of Personal Data is legally justified, that any Personal Data provided has been legally collected, that the Users have been informed of the nature and objective, and, if applicable, have agreed to the processing of Personal Data carried out by Spendesk on behalf of the Customer.

16. RIGHT OF WITHDRAWAL IN CASE OF SOLICITATION

This Article 16 only applies if the Customer is registered in or a resident of France.

When the Customer has been approached by Spendesk within the meaning of Article 341-1 of the CMF, and subject to the exceptions provided for by the regulations, the Customer has, in accordance with Article 341-16 of the CMF, a right of withdrawal that they may exercise within a maximum period of fourteen (14) full calendar days from the date of acceptance of the Agreement, without having to provide any reason or pay any penalty.

The exercise of the right of withdrawal within the period referred to above implies the automatic termination of the Agreement.

The Customer may exercise their right of withdrawal by using the form in Appendix 2.

17. EFFECTIVE DATE AND TERM OF THE AGREEMENT

The Agreement shall take effect for an indefinite period from the date of its acceptance by the Customer under the conditions provided for in Article 2.2 above, until its termination under the conditions provided for in Article 18 below.

18. TERMINATION OF THE AGREEMENT

18.1. Termination at the Customer’s initiative

Notwithstanding any stipulation to the contrary in the Partners' Documents, the Customer may terminate the Agreement by giving two (2) months' notice, by sending a notice to Spendesk on the Platform or by registered letter with acknowledgement of receipt.

The termination of the Agreement by the Customer implies the termination of all the Services provided under the Agreement.

18.2. Termination at Spendesk’s initiative

Notwithstanding any stipulation to the contrary in the Partners' Documents, Spendesk may terminate the Agreement by giving two (2) months' notice, by sending a notice to the Customer by any useful written means, and in particular by e-mail or by using the message service on the Platform.

As an exception to the foregoing, Spendesk reserves the right to stop providing the Services to the Customer and to terminate the Agreement automatically and without notice:

(i) in the event of a serious breach by the Customer and/or a User of the obligations provided for in the Agreement, including, but not limited to, in the event of communication of false information, the Customer carrying out an illegal or unethical activity, threats against Spendesk employees or a failure to pay;

(ii) in the event of fraudulent or abusive use of the Services by the Customer and/or a User;

(iii) in the event of a change in the applicable regulations and/or in the interpretation thereof by the competent authorities that would affect the capacity of Spendesk, Okali, TPL or their service providers to provide the Services; and

(iv) in the event of termination by Okali and/or TPL of one of the Partners’ Documents.

In the event of immediate termination of the Agreement, Spendesk shall inform the Customer thereof by any useful written means, and in particular by e-mail.

19. LIABILITY

19.1. The Customer’s Liability

The Customer, having acknowledged becoming familiar with the characteristics and constraints, in particular technical, of all the Services, is solely responsible for the use of the Services by the Users.

The Customer is solely responsible for any actions the Users perform in connection with the use of the Services. Spendesk shall not be held liable towards the Customer or any third party in the event of fraudulent or abusive use of the Services by one or more Users.

The Customer undertakes to compensate Spendesk for any damage suffered by Spendesk which would result directly from acts carried out by one or more Users, including in the event of non-compliance with the regulations, fraud or negligence on the part of one or more Users or if they use the Services fraudulently or abusively.

The Customer guarantees Spendesk against any complaints, claims, actions and/or demands that Spendesk may be subjected to as a result of the Customer's breach of its obligations under the General Terms and Conditions. It undertakes to compensate Spendesk for any damage that the latter may suffer and to pay for all the costs, charges and/or orders to pay that it may have to bear as a result.

19.2. Spendesk’s Liability

Spendesk cannot be held liable in the event of:

(i) misappropriation of the Personalised Security Data and, more generally, any information of a sensitive nature for the Customer and which would be, for example, fraudulently used by a third party;

(ii) a dispute related to the underlying relationship existing between (a) the Customer and (b) depending on the case, the Payer, the Beneficiary and/or the Acceptor, in particular in the event of non- performance by the Customer of its obligations vis-à-vis the persons referred to in (b); and

(iii) damage suffered by the Customer resulting from an act or omission of a third party, including in the event of suspension of the Services or termination of the Agreement at the request of a supervisory authority such as the ACPR.

In addition, Spendesk's liability is limited to direct material damage, excluding any indirect and/or intangible damage and, in particular, any loss of turnover, earnings, profit, operation, customers, or commercial or economic damage or other loss of income, action of a third party, any commercial problem, damage to the reputation, renown or image of the brand, suffered by the Customer within the framework of the use of the Services.

Spendesk's liability for any material and/or direct damage suffered by the Customer in the context of the performance or termination of the General Terms and Conditions, regardless of the cause thereof, is limited, all damages combined, to the amount of the Fees paid by the Customer during the calendar year during which the event incurring Spendesk’s liability occurred.

19.3. Okali's Liability

Okali's liability regarding the provision of the Services relating to the Euro Accounts is provided for in the Okali GTCU in Appendix 1.

19.4. TPL’s Liability

TPL's liability regarding the provision of the Services relating to the GBP Accounts and to the Cards is provided for in the TPL GTCU.

20. ASSIGNMENT

The Customer may not assign or transfer all or part of their rights or obligations under the Agreement to a third party, in any manner whatsoever.

Notwithstanding any stipulation to the contrary in the Partners' Documents, the Customer expressly authorises Spendesk, Okali and TPL to assign to a third party all or part of their obligations under the Agreement, subject to informing the Customer thereof in advance.

21. VARIOUS STIPULATIONS

21.1. Divisibility

If one or more stipulations of the Agreement are held to be invalid or declared as such pursuant to a law, regulation or following a final decision of a competent court, the other stipulations shall retain their full force and scope.

21.2. Non-Waiver

The fact that Spendesk, Okali or TPL does not avail itself of a breach by the Customer of any of the stipulations of the Agreement cannot be interpreted in the future as a waiver of the obligation or the stipulation in question.

21.3. Agreement of proof

The Parties acknowledge that, under the conditions provided for in Article 1366 of the French Civil Code, emails have the same probative force as written documents on paper. Therefore, emails and messages received electronically, including via the Platform, must be kept by the Parties under conditions that are appropriate to avoid any alteration of their form or content in such a way as to constitute reliable copies.

21.4. Notifications

All notifications made by email in connection with the execution of the General Terms and Conditions will be sent:

- with regard to the Customer: to the address of the Main User or the User concerned, as registered on the Platform;

- with regard to Spendesk: to support@spendesk.com.

21.5. Languages of the Agreement

The Customer acknowledges and agrees that:

- the language used during its pre-contractual and contractual relationship with Spendesk may be either French, English, German or all three, depending on the Partners' Documents applicable to the Services; and

- to the extent permitted by law, the French version of the General Terms and Conditions shall prevail and the foreign language versions shall exist only for information purposes.

The Customer is informed that it may obtain a copy of the Agreement from Spendesk on a durable medium at any time and free of charge.

21.6. Commercial reference

The Customer expressly authorises Spendesk to cite it or its Users and to use, where applicable, the reproduction of its brand or logo as commercial references, in particular during events or shows, in its commercial documents and on its website, in any form whatsoever, during their period of use of the Services and beyond, for a period of three (3) years.

22. APPLICABLE LAW AND COMPETENT JURISDICTIONS

22.1. Applicable law

The General Terms and Conditions are subject to French law. The Partners' Documents are subject to the law specified in the Partners' Documents.

22.2. Competent jurisdictions

Any dispute relating in particular to the validity, interpretation or execution of the General Terms and Conditions shall be subject to the exclusive jurisdiction of the Commercial Court of Paris.

Any dispute relating in particular to the validity, interpretation or execution of the Partners' Documents shall be subject to the jurisdiction of the courts indicated in the Partners' Documents.

Appendices

Appendix 1

Partners’ Documents applicable to Euro Accounts, Euro Cards, GBP Accounts, GBP Cards and Foreign Currency Cards

Appendix 2: Withdrawal form in the event of banking or financial solicitation

FORM RELATING TO THE WITHDRAWAL PERIOD PROVIDED FOR BY ARTICLE 341-16 OF THE FRENCH MONETARY AND FINANCIAL CODE

Form to be returned no later than fourteen (14) calendar days after the date of conclusion of the Agreement (as defined below), by registered letter with acknowledgement of receipt, to:

Spendesk SAS 51 rue de Londres 75008 Paris

Designation of the Agreement: general terms and conditions of use of Spendesk services (the “Agreement”).

In accordance with Article L. 341-16 of the French Monetary and Financial Code, the right of withdrawal may be exercised within a period of fourteen (14) calendar days from the conclusion of the Agreement or from the receipt of the contractual conditions, if the latter date is later.

This withdrawal is only valid if it is sent, by registered letter with acknowledgement of receipt, before the expiry of the period of 14 calendar days provided for in Article L. 341-16 of the French Monetary and Financial Code, legibly and duly completed.

I, the undersigned ________________________________ , (duly authorised to represent the company __________________________________ ) (hereinafter the “Merchant”), declare that I am exercising the Merchant’s right of withdrawal and waive the entire Agreement concluded on ________________, with the company Spendesk SAS for the provision (in particular) of payment services and digital money.

Executed in ______________

On ______________

Customer’s Signature ______________

Appendix 3: Data Processing Agreement

This Data Processing Agreement (“Agreement”) forms part of the Contract for Services (“Service Agreement”) between <CLIENT> (the “Company” or the “Data Controller”) and SPENDESK SAS (the “Service Provider” or “Data Processor”) (together as the “Parties”).

WHEREAS:

(A)  The Company acts as a Data Controller;

(B)  The Company wishes to subcontract certain services, which imply the processing of personal data, to Data Processor;

(C)  The Parties seek to implement a Data Processing Agreement that complies with the requirements of the current legal framework in relation to data processing and with the Data Protection Legislation and in particular Article 28 of the General Data Protection Regulation ;

(D)  The Parties wish to lay down their rights and obligations in this Data Processing Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. Definitions and interpretation

In this Agreement, unless the context otherwise requires, the following words have the following meanings:

Agreement: Refers to this Data Processing Agreement. In case of conflict between the main body of the Service Agreement and this Agreement, the provisions of this Agreement shall prevail;

Commencement Date: Refers to the date of signature of the Service Agreement;

Data Controller: Refers to the entity who determines the purposes and the means of the processing as referred into the Services Agreement, i.e. the Company;

Data Processor: Refers to the entity processing personal data on behalf of the Data Controller, i.e. Spendesk SAS;

Data Protection Legislation: Refers to laws and regula:ons that apply in relation to the Processing of Personal Data including (without limitation): (i) the General Data Protection Regulation and the legislation implemented by each relevant Member State in connection with the General Data Protection Regulation; (ii) any replacement legislation being likely to impact the Processing carried out under this Agreement; (iii) any codes of practice or other guidance issued by a Regulatory Authority;

Data Security Breach: Refers to a breach of security leading to the accidental or unlawful destruction, loss, alteration or corruption of Personal Data or unauthorized disclosure of, or access to, Personal Data;

Data Subject: Refers to the identified or identifiable natural person to whom Personal Data relates;

Data Transfer Agreement: Refers to a contract in the form set out in Annex 3 (Standard Contractual Clauses);

General Data Protection Regulation: Refers to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

Permitted Purposes: Refers to the Processing the Personal Data carried out in the framework of the Service provision as set out in Annex 1 (Data Processing Details);

Permitted Recipient: Refers to a director or employee of the Service Provider who has a legitimate need to receive and consider Personal Data for the purpose of Service Provider exercising its rights and/or performing its obligations under this Agreement and/or any Permitted Sub- contractors used by the Service Provider in provision of the Services;

Personal Data: Refers to personal data (as such term is defined in the General Data Protection Regulation) that is processed by the Service Provider and its sub-processors in connection with the provision of the Services, including the information described in Annex 1 (Data Processing Details);

Processing: Refers to any action or set of action that may or may not be performed using automated processes applied to personal data or sets of data, such as collection, registration, organization, structuring, processing, storing, adaptation or modification, extraction, consultation, use, communication, transmission, dissemination, or any other form of provision, matching or interconnection, limitation, deletion or destruction;

Regulatory Authority: any competent data protection or privacy authority by which Data Controller is regulated;

Services: Refers to the services provided by Service Provider pursuant to the Services Agreement;

Service Agreement: Refers to the contract for services entered into between the Company and Spendesk SAS;

Service Provider Representative: means a representative appointed by Service Provider and/or its sub- processors pursuant to Article 27 of the General Data Protection Regulation or any replacement equivalent;

Sub Processor: means a representative appointed by Service Provider and/or its sub-processors pursuant to Article 27 of the General Data Protection Regulation or any replacement equivalent;Means a supplier or subcontractor engaged by and under the responsibility of the Service Provider to perform some of the Processing activities necessary for the Services, in accordance with the instructions of Data Controller;

Third Countries: all countries outside of the European Economic Area (EEA)

2. Appointment and role of Service Provider

Data Controller appoints Service Provider to Process the Personal Data on its behalf as is necessary for the Permitted Purposes.

3. Instructions and compliance

Service Provider undertakes to Data Controller that it shall:

1. process the Personal Data only to the extent, and in such a manner, as is necessary for the Permitted Purposes and in accordance with Data Controller's written instructions (including the instructions set out in this Agreement and the Service Agreement) and shall not Process the Personal Data for any other purpose unless Processing is required by applicable laws to which the Data Processor is subject, in which case Data Processor shall to the extent permitted by applicable laws inform the Data Controller of that legal requirement promptly when the Data Processor becomes aware of such requirement and in any case before the relevant Processing of that Personal Data. The Data Controller is sole liable for the Personal Data it communicates to Service Provider and shall reimburse Service Provider the costs and expenses incurred as a result of an individual instruction that goes beyond what is defined by Data Protection Legislation and/or the Processing activities established in the Service Agreement or this Agreement. If Service Provider considers that an instruction of the Data Controller is a violation of the applicable Data Protection Legislation, it shall inform the Data Controller without undue delay. Furthermore, Service Provider is entitled to suspend the execution of the instruction until the instruction is confirmed by the Data Controller;

2. comply with, and ensure that any Permitted Recipients comply with the Data Protection Legislation and, as the case may be, with the Data Controller's policies and guidelines previously communicated to the Service Provider;

3. comply, and ensure that any systems, services and products that Service Provider provides to Data Controller comply, with all applicable laws, enactments, regulations, orders, standards and other similar instruments (including the Data Protection Legislation) when Processing the Personal Data;

4. co-operate and comply with the directions or decisions of any Regulatory Authority, and in each case within such timescale as would enable Data Controller to meet any time limit imposed by the Regulatory Authority. In the event that any such requirement or time limits imposed by a Regulatory Authority impose an unreasonable burden on the Data Processor, the Parties shall cooperate in approaching such Regulatory Authorities in order to adapt those requirements and/or adjust some timelines.

4. Co-operation and assistance

Service Provider undertakes to Data Controller that it shall:

1. to the extent legally permitted and to the extent the Data Controller does not have access to such Personal Data through its use of the Services, promptly amend, transfer, vary and/or delete any Personal Data held by or on behalf of Service Provider in accordance with any written instruction from Data Controller. The Data Controller will assume all additional costs resulting from such actions that go beyond what is defined by Data Protection Legislations and/or the Processing activities defined in the Service Agreement or this Agreement, ager approved quote;

2. notify Data Controller without undue delay:

(i)  if Service Provider considers that an instruction of Data Controller relating to the Processing of Personal Data is infringing the General Data Protection Regulation or other Union or Member State data protection provisions; (ii)  of any Service Provider or Sub Processor breaches of any applicable laws, enactments, regulations, orders, standards and other similar scheme relating to the Processing of the Personal Data (including the Data Protection Legislation) and provide a full report to Data Controller on the outcome of the investigations into such intrusion or Data Security Breach; (iii)  if the Service Provider or any of its Sub Processors suffers a Data Security Breach; (iv)  if Service Provider or any of its Sub Processors receives any complaint, notice or communication from any Regulatory Authority or law enforcement authority which relates directly to a requirement regarding the Processing of the Personal Data hereunder,

and in respect of paragraph 4.2 (iii) the Service Provider shall comply with paragraph 4.4 below and in respect of paragraph 4.2 (i) – (iv), the Service Provider shall provide Data Controller with full co-operation, information and assistance in relation to any such complaint, notice or communication or any actual or suspected Data Security Breach and shall not make any public statement or announcement to any third Party, including without limitation any law enforcement authority or Regulatory Authority, without first, where reasonably practicable and unless prohibited under applicable laws, consulPng with Data Controller in relation to the content of any such public statement or announcement;

3. in respect of paragraph 4.2(iii), the Service Provider shall:

(i)  take all reasonable steps necessary to remedy or protect Service Provider's systems against the Data Security Breach; (ii)  implement measures that allow the ability to restore any lost, corrupted or unusable Personal Data; (iii)  provide reports to Data Controller that are sufficient to enable Data Controller to submit notification of the Data Security Breach to relevant Regulatory Authorities and Data Subjects in accordance with the Data Protection Legislation; (iv)  take steps to mitigate the adverse effects arising from the Data Security Breach as directed by Data Controller or as otherwise would be taken by a prudent operator; and (v)  take steps to prevent an equivalent Data Security Breach in the future;

4. assist Data Controller in ensuring compliance with the obligations set out in Articles 32 to 36 (inclusive) of the General Data Protection Regulation, taking into account the nature of the data processing undertaken by Service Provider and the information available to Service Provider. This assistance includes, to the appropriate and necessary extent, providing input and assistance to Data Controller in carrying out data protection impact assessments in relation with the activities performed by the Service Provider for the Service.

5. Technical measures

Service provider undertakes to Data Controller that it shall implement appropriate technical and organisational measures to ensure that the Processing of Personal Data will meet the requirements of the Data Protection Legislation and enable Data Controller to fulfill its obligations to respond to requests from individuals exercising their rights under the Data Protection Legislation, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects.

6. Security

1. Service Provider undertakes to Data Controller that it shall:

(i) ensure that it has appropriate technical and organisational measures in place against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data held or Processed by it including all such measures that may be required to ensure compliance with the data security requirements in the Data Protection Legislation; (ii) ensure that the Permitted Recipients comply with all reasonable requests of the Data Controller with regard to the security and Processing of the Personal Data.

2. The Service Provider shall carry out a review of its technical and organisational measures annually and shall update them from time to time to reflect:

(i) emerging changes in technologies advances and good industry practice; (ii) any change or proposed change to the Service Provider's procedures, sites and systems, the Services and/or associated processes; and (iii) any new perceived or changed threats to the Service Provider's procedures, sites and systems.

7. Permitted Recipients and confidentiality

Service Provider undertakes to Data Controller that it shall:

1. restrict access to the Personal Data to Permitted Recipients who need to have access for the Permitted Purposes (in the case of any access by any employee, Service Provider undertakes to ensure that access to the Personal Data is limited to such part or parts of the Personal Data as is strictly necessary for performance of that employee's duties);

2. ensure that all Permitted Recipients have undertaken training in the laws relating to handling of personal data;

3. impose upon Permitted Recipients legally binding obligations of confidentiality and security equivalent to those contained in this Agreement.

8. Records

Service Provider undertakes to Data Controller that it shall:

1. keep a record of any Processing of Personal Data it carries out on behalf of Data Controller including the records of processing activity required pursuant to Article 30(2) of the General Data Protection Regulation; and

2. keep records of the training carried out pursuant to paragraph 7.2 above.

9. Data Subject Rights

Service Provider undertakes to Data Controller that it shall:

1. notify Data Controller promptly and in any event no later than 15 days of any request from a Data Subject wishing to exercise his or her rights under the Data Protection Legislation, including requests to access Personal Data, requests to erase Personal Data, requests to disclose Personal Data to a third Party and objections to Processing;

2. provide Data Controller with reasonable co-operation and assistance to enable Data Controller to comply with requests from Data Subjects wishing to exercise their rights under Data Protection Legislation (whether such requests are received by Service Provider or by Data Controller) to the extent legally permitted and to the extent the Data Controller does not have access to such Personal Data through its use of the Services; and

3. not disclose or release any Personal Data in response to a Data Subject or other request for disclosure of Personal Data without first consulting with and obtaining the written consent of Data Controller.

10. Data collection

If Service Provider is required to collect Personal Data on behalf of Data Controller, Service Provider shall collect Personal Data in the format agreed in writing with Data Controller and shall provide a privacy notice (including, if necessary, an informed consent process) to individuals at the point of data collection in the form approved by Data Controller.

11. Sub-processing

1. Data Controller authorizes Data Processor to sub-process part of the Process to its current Sub Processors as mentioned in the Sub Processors list available on the Data Processor’s website. This list includes the identities of each current Sub Processor, the categories of Personal Data they processed, their country of location and information as to their compliance to the Data Protection Legislation.

2. Data Processor shall inform Data Controller by any means of the recruitment of any new Sub Processor. Data Controller may object to Data Processor’s use of a new Sub Processor by notifying Data Processor promptly in writing (e.g. via email). In the event Data Controller objects to a new Sub Processor, Data Controller may terminate the Service Agreement by providing written notice to Service Provider, in the manner described in the Service Agreement.

3. Any sub-processing of Personal Data shall not relieve Data Processor from any of its liabilities, responsibilities and obligations to Data Controller under this Agreement and Data Processor shall remain fully liable for the acts and omissions of its Sub Processors.

12. Transfers to Third Countries

1. Any transfer of Personal Data to a third country or an international organisation by Data Processor related to the Service Agreement shall be done only on the basis of documented instructions from Data Controller or in order to fulfill a specific requirement under Union or Member State law to which Data Processor is subject and shall take place in compliance with Chapter V of the General Data Protection Regulation.

2. Data Controller agrees that where Data Processor engages a Sub Processor in accordance with Clause 11 for carrying out specific processing activities (on behalf of Data Controller) and those processing activities involve a transfer of Personal Data within the meaning of Chapter V of the General Data Protection Regulation, Data Processor and its Sub Processor can ensure compliance with Chapter V of General Data Protection Regulation on the basis of an applicable adequacy decision adopted by the European Commission or by entering into the standard contractual clauses adopted by the European Commission on June 4th, 2021 (attached as Annex 3), provided that the conditions for the use of those standard contractual clauses are met. 

13. Liability

Each Party is and remains liable for any breach or violation of the Data Protection Legislation and should warranty the other Party for the eventual consequences of such a breach.

The liability of the Data Processor shall be limited to its own processing operations under this Agreement, and Data Processor’s total financial liability shall not exceed the fees paid or payable by Data Controller under the Service Agreement in the last 12 (twelve) months.

14. Commencement and termination

This Agreement shall take effect on the Commencement Date and shall continue in force until such time as Data Processor ceases to Process the Personal Data for Data Controller. 

15. Consequences of termination

Upon expiry or termination of the Service Agreement (for any reason whatsoever), Data Processor shall, at the written request of Data Controller, cease Processing for Data Controller and, subject to applicable retention period as indicated in Annex 1 and upon Data Controller written request, promptly return to Data Controller all Personal Data securely (regardless of form, and whether computerised or physical).

16. Provision of information and audit rights

Data Processor shall make available to Data Controller information necessary to demonstrate compliance with the obligations of Data Processor.

Data Processor shall permit Data Controller to visit Data Processor’s premises where Data Processor provides the Services (“Visit”), one (1) time per calendar year, upon at least sixty (60) business days’ prior written notice to Data Processor.  Any such Visit shall be subject to Data Controller’s compliance with Data Processor’s security and privacy documentation and procedures. Any such Visit will last no more than three (3) days for each facility and will be held during normal business hours where that facility is located. Notwithstanding anything to the contrary, Data Controller will be responsible for any and all costs and/or expenses incurred Data Controller in relation to any such Visit. 

17. Variation of this Agreement

1. This Agreement may not be varied except in writing signed by the duly authorised representatives of each of the Parties.

2. The Parties agree that if there are changes to the Data Protection Legislation the Parties shall review the provisions in this Agreement and shall negotiate in good faith to enable compliance with updated Data Protection Legislation.

18. Entire Agreement

This Agreement and the Service Agreement constitute the entire agreement and commitments made by the Parties with respect to its subject matter and the terms of these agreements shall supersede any previous agreements.

19. Waiver of remedies

Each of the Parties acknowledge and agree that in entering into this Agreement it does not rely on and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a Party to this Agreement or not) other than as expressly set out in this Agreement.

20. Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the law of France and any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the French courts of Paris (France), to which each of the Parties irrevocably submits.

21. Miscellaneous

Each Party shall from time to time (both during the continuance of this Agreement and ager its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.

For Spendesk

Rodolphe Ardant CEO

For the Company

ANNEXES

Annex 1: Data Processing Details

A. Data Processor Governance

Spendesk DPO: François-Xavier Boulin (privacy@spendesk.com)

B. Data Processing Details & Retention Period

Categories of data subjects:

- Data Controller’s employees: commercial contacts and users of the Spendesk solution

Purposes of the Data Processing:

- Provision of individual payment means for employees

- Provision of a SaaS platform for managing payments, invoices and approval workflows

Type of personal data and nature of the processing:

- Contact details (surname, last name, e-mail address, mobile telephone number, picture (with the employee’s consent) In order to: ensure the Sending of status information, security code and instructions within the approval process

- Log-in details (username, password, IP-address) In order to: ensure employees’ log-in for identification and access to the Spendesk platform

- Employees’ position details In order: to define the employee’s rights and authorization within the company and to limit the functions or access within the Spendesk solution

- Payment information In order to ensure the payment and reimbursement of employee’s professional expenses

- Invoice and receipts Parsing of invoices and receipts in order to keep evidence and accounting information of payments and reimbursements

Retention periods:

- Company’s employees (User) data (contact details, log-in, position in the Company): duration of the contractual relationship with the Company + 24 months as from the deletion of the User (except for payment information and data required for the secured archiving of invoices and receipts: 11 years as from the submission of the documents for archiving purpose).

Annex 2

CONTRACTUAL CLAUSES (Module 3)

(version of 4 June 2021 - For information only)

SECTION I__
Clause 1 Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) () for the transfer of personal data to a third country. (b) The Parties: (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’). (c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. (d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2 Effect and invariability of the Clauses

(a)These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects. (b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 Third-party beneficiaries__

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); (iii) Clause 9(a), (c), (d) and (e); (iv) Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) Clause 18(a) and (b). (b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation. (b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679. (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A. (b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A. (c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES__

Clause 8 Data protection safeguards__

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing. (b) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract. (c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller. (d) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter (ii).

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B., unless on further instructions from the controller, as communicated to the data importer by the data exporter, or from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to rectify or erase the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the controller and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organizational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. (b) The data importer shall grant access to the data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. (c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify, without undue delay, the data exporter and, where appropriate and feasible, the controller after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay. (d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify its controller so that the latter may in turn notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards set out in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union () (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if: (I) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679; (iii) the onward transfer is necessary for the establishment, exercise or defense of legal claims in the context of specific administrative, regulatory or judicial proceedings; or (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter or the controller that relate to the processing under these Clauses. (b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the controller. (c) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller. (d) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer. (e) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller. (f) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice. (g) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9 Use of sub-processors

(a) OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the prior specific written authorization of the controller. The data importer shall submit the request for specific authorization at least (Specify time period) prior to the engagement of the sub-processor, together with the information necessary to enable the controller to decide on the authorization. It shall inform the data exporter of such engagement. The list of sub-processors already authorized by the controller can be found in Annex III. The Parties shall keep Annex III up to date. OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the controller’s general authorization for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least (Specify time period) in advance, thereby giving the controller sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s). (b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the controller), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. () The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses. (c) The data importer shall provide, at the data exporter’s or controller’s request, a copy of such a sub-processor agreement and any subsequent amendments. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy. (d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract. (e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10 Data subject rights

(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorized to do so by the controller. (b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organizational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required. (c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by the data exporter.

Clause 11 Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject. (b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them. (c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to: (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13; (ii) refer the dispute to the competent courts within the meaning of Clause 18. (d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679. (e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law. (f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12 Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses. (b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses. (c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. (d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage. (e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties. (f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage. (g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13 Supervision

a. The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority. (b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14 Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorizing access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses. (b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements: (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred; (ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (); (iii) any relevant contractual, technical or organizational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination. (c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses. (d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request. (e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). The data exporter shall forward the notification to the controller. (f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation, if appropriate in consultation with the controller. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the controller or the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15
Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer. The data exporter shall forward the notification to the controller. b. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter. c. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.). The data exporter shall forward the information to the controller. d. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request. e. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses. 15.2 Review of legality and data minimization (a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e). (b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. The data exporter shall make the assessment available to the controller. (c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16
Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason. (b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f). (c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where: (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension; (ii) the data importer is in substantial or persistent breach of these Clauses; or (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. In these cases, it shall inform the competent supervisory authority and the controller of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. (d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law. (e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of France.

Clause 18 Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State. (b) The Parties agree that those shall be the courts of France. (c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.