1. Purpose

Open Up provides real estate transactions, private concierge services and interior design services (hereinafter referred to as the "Services") to a clientele of private individuals (hereinafter referred to as "Private Clients") or professional investors (hereinafter referred to as "Professional Clients") who own or manage French or foreign real estate assets. In order to provide the Services, the Company may have recourse to the services of external service providers (hereinafter the "Third-Party Providers"), which the Customer acknowledges and accepts.

Professional Customers and Individual Customers are hereinafter referred to together or individually as a "Customer". The Company and the Customer are hereinafter referred to together or individually as a "Party".
The purpose of these general terms and conditions (hereinafter the "General Terms and Conditions") is to set out the terms and conditions for the provision of Services to Customers, and to define the rights and obligations of the Parties in this context. They express the entire agreement of the Parties.

2. Service operator

The Services are operated by Open Up, a limited liability company with capital of 150,000 euros, registered in the Paris Trade and Companies Register under number 337 871 636, with its registered office at 48 rue Michel-Ange 75016 Paris.

Open Up is governed by French law no. 70-9 of January 2, 1970, known as the "Loi Hoguet", and its implementing decree no. 72-678 of July 20, 1972, and holds a Carte T issued by the Paris Île-de-France Chamber of Commerce and Industry. Carte professionnelle permitting the practice of real estate and business transactions without holding funds n°: CPI 7501 2021 000 000 095. The company does not receive or hold any funds, bills or securities other than those representing its remuneration or fees.

Open Up has a professional liability policy with APRIL Entreprise Est , résidence Matisse, 200 av de Colmar 67100 strasbourg , for real estate and business transactions and a professional liability policy for luxury concierge services (hereinafter the "Company").
The Company can be contacted at the following address:
Telephone: 06 71 50 18 45
E-mail: info@openup.paris.

3. Acceptance of General Conditions

By signing the quotation drawn up by the Company for the Customer and detailing the Services subscribed to (hereinafter the "Quotation"), the Customer declares that he has read these General Terms and Conditions and expressly accepts them.
This acceptance can only be full and complete, without modification of any kind whatsoever. Any conditional acceptance is considered null and void. Any Customer who does not agree to be bound by these General Terms and Conditions must not use the Services.

4. Ordering Services

4.1 General principles

The Services described below are offered to the Customer:
(i) in the form of subscription to formulas (hereinafter the "Formula"), the list and characteristics of each Formula being specified on the Platform. The Company offers several Formulas depending on

whether the Customer is a private individual or a professional. The Customer acknowledges and accepts that he/she may only subscribe to the Formulas corresponding to his/her status.
the Services and/or the level of Services to which it has access in each Formula (nature of the Services, exhaustive list of Services, unlimited or limited access, etc.).
the terms of access to each Service (days and times of provision of the Services, place of performance of the Services, etc.).
the level and duration of the customer's minimum commitment required to subscribe to each Formula.

The Customer acknowledges and accepts that the Company alone determines, at its own discretion, the conditions of access to each Formula and the Services offered.
(ii) à la carte, without subscription to a Formula (hereinafter the "à la carte Service"). All Services offered by the Company can be ordered à la carte. The Customer may subscribe to one or more à la carte Services in addition to a Formula.
The Customer, whether an individual or a professional, undertakes to benefit directly from the Services and not to allow any third party to benefit from them in his place.
By way of derogation,

the Customer may offer the Services to a guest staying at his property for the duration of his stay only.
the Professional Customer, to the exclusion of the Individual Customer, may subscribe to a "corporate" Formula enabling it to offer the Services to its employees, customers or partners, under the conditions detailed on the Platform (hereinafter the "corporate Formula"). The Professional Customer acknowledges and accepts that only by subscribing to this Corporate Formula can he/she allow a third party to benefit from the Services.

4.2 How to order

Customers wishing to subscribe to a Formula or an à la carte Service must send the Company an order form by any means deemed useful (hereinafter the "Order"), and in particular by telephone or by e-mail, to the contact details given in the article "operating services" or on the Platform.
The Order must specify the Customer's contact details, the Formula and/or the à la carte Service he wishes to use.

Upon receipt of the Order, the Company undertakes to send the Customer a Quotation as soon as possible, by any means deemed useful, and in particular by e-mail to the address given in the Order, specifying the Formula chosen, where applicable, the Services included in the Order, their characteristics and the conditions of their supply, the unit price of each Formula and/or à la carte Service, as well as the total price of the Order, and the duration of performance of the Services.
The Quotation must be accompanied by these General Terms and Conditions. If no quotation is sent to the Customer within fifteen (15) days, unless otherwise specified, the Order will be deemed not to have been accepted.

If the Customer accepts the Quotation, it must be returned to the Company, duly signed, no later than fifteen (15) days from the date of dispatch of the Quotation, unless otherwise expressly stated on the Quotation. The Company reserves the right to refuse any Quotation which has not been returned within the above-mentioned period, without the Customer being entitled to claim any compensation whatsoever.

Any request for modification of the Order sent by the Customer to the Company after the Quotation has been issued but before it has been signed by the Customer, will give rise to the issue of a new Quotation under the conditions described in this article, cancelling and replacing the previous Quotation.

The Company remains free to accept or reject any Order modification sent to it after receipt of the Quotation validly signed by the Customer. If the Company refuses the modification of the Order, for whatever reason, it is expressly agreed between the Parties that only the Quotation initially signed will be executed and will be due for the entire period subscribed, which the Customer acknowledges and accepts.
Upon receipt of the signed Quotation and all the documents required by the Company to validate the Order, the Company will send the Customer within forty-eight (48) hours a confirmation of the subscription to the Services by e-mail (hereinafter the "Confirmation").

5. Description of Services

The Customer has access to the following Services in the form and using the technical means deemed most appropriate by the Company. The Company provides the Services on a best-efforts basis. The Customer acknowledges and accepts that, depending on whether he is an individual or a professional Customer, the conditions for the provision of the Services may differ.
The Customer may subscribe to the Services below in the form of a Formula or à la carte, under the conditions detailed below in the article "Financial conditions".
The Customer acknowledges and accepts that the Services are provided by the Company solely in the territory specified in the Formula and/or the Quotation. Any request for Services not indicated on the Platform will be subject to a specific Quotation. The Customer acknowledges and accepts that the Company is not obliged to provide any Services that are not included in the list of Services made available on the Platform.

5.1 Concierge services

5.1.1 Key management
The Company shall be responsible for the safekeeping of the keys to the Customer's property(ies) during the Customer's absence, and for the return of the keys at the Customer's request.
The Parties shall mutually agree on the terms and conditions for the return of the keys to the Company and/or the return of the keys to the Customer. The Customer acknowledges and accepts that the keys will only be returned on working days and between 8am and 8pm, unless otherwise expressly agreed between the Parties.

5.1.2 Property management service
The Company undertakes to provide a housekeeping service for the property during the periods of absence of the Customer, as declared by the latter under the conditions set out in the article "Customer's obligations". In this context, the Company undertakes to collect the mail and to make a monthly visit to the Customer's property. The Customer expressly acknowledges that the Company alone determines the date and time at which it schedules the visit to the Property.

The Customer acknowledges and accepts that in this context, the Company does not carry out a detailed inventory of fixtures, but only an overall check of the condition of the systems (electrical, water, gas) and, in particular, that it does not check the state of operation of each piece of equipment, unless expressly requested to do so. The Company limits itself to checking that the property is in good general condition, and that there is no visible damage.

The Customer also acknowledges that the Company does not report on its monthly visits. The Company undertakes only to notify the Customer in the event of a problem and/or claim, by any means deemed appropriate according to the urgency of the situation and at its own discretion, which the Customer acknowledges and accepts.

As part of its housekeeping services, the Company also offers the Customer cleaning and linen services, on a one-off or regular basis. Cleaning services include the cleaning of all rooms, and the cleaning and ironing of household linen, either directly or by a third-party Service Provider, subject to additional invoicing under the conditions detailed below.

The number of cleaning hours subscribed to by the Customer will be used in accordance with the terms and conditions specified in the Quotation, in particular concerning the distribution of cleaning hours. The Customer acknowledges and accepts that the number of cleaning hours subscribed to must be used within one year of the date of signature of the Quotation. Failing this, the Customer acknowledges and accepts that the cleaning hours will be lost and that the price will not be reimbursed to the Customer.

The Company also offers any additional services mutually agreed by the Parties in the Quotation, in particular plant watering, delivery acceptance, and relations with service providers (EDF, Engie, etc.).

The Parties expressly agree that the terms and conditions of provision of each of the Services are detailed in the Quotation. The Customer acknowledges and accepts that the Company is bound to perform said Services only in accordance with the terms of said Quotation.

5.1.3 Maintenance service
The Company provides maintenance of the asset on behalf of the Customer during periods of absence, as declared by the Customer under the conditions set out in the article "Customer's Obligation".
Under this Service, the Company, after notifying the Customer of an incident requiring work to be carried out under the conditions set out above, undertakes to arrange for an estimate to be drawn up as soon as possible and to send an estimate for any repair under the sum of one thousand (1,000) euros inclusive of all taxes, and a minimum of two (2) estimates for any repair over one thousand (1,000) euros inclusive of all taxes.000) inclusive of all taxes and at least two (2) estimates for any repair exceeding one thousand (1,000) euros inclusive of all taxes.
The Customer acknowledges and accepts that the Company will not undertake any work without the Customer's prior express written consent. Upon receipt of the Customer's agreement, the Company undertakes to carry out any necessary maintenance operations.

The Customer acknowledges and accepts that the maintenance service only covers incidents visible during visits by the Company while the Customer is absent and/or incidents expressly declared by the Customer.
For all major works, the Customer expressly authorizes the Company to monitor the worksite and its execution. Nevertheless, the Parties expressly agree that the Customer remains solely responsible for validating the various stages of the project, and acknowledges that any decision affecting the execution of the work must be taken by the Customer. Should the Customer fail to respond after two (2) reminders within forty-eight (48) hours of the request to validate the work, the Customer acknowledges and accepts that the Company may give any instructions or directions to the works contractor that it deems useful without the Customer's prior and express agreement.

The Company shall not be held liable for any failure on the part of the Customer to respond to a request for a decision to carry out the work, nor for any damage caused by the contractor or its service providers during the performance of the work.

5.2 Personalized assistance services

The Company provides, at the Customer's request, any personalized assistance service, and in particular, reservations for transportation, restaurants, events or shows, sports classes, yoga, massage sessions, etc.
The list of services offered by the Company is available on request, as well as on its website accessible at www.openup.paris (hereinafter the "Platform").
The Parties expressly agree that the Customer may order the said personalized assistance services by sending a written request to the Company by e-mail, at any time during the performance of the present contract, specifying the nature of the service desired, the date and time of performance of the said Service, and the number of persons.
The Customer acknowledges and accepts that the personalized assistance Services will give rise to specific invoicing, on a case-by-case basis.

5.3 Home staging and renovation services

The company offers its customers a home staging service including

Furniture sourcing and purchasing;
Delivery tracking ;
Interior decoration of all or part of a property, to customer specifications;
Rental of works of art, for a limited period of time, according to the Customer's instructions.

The Parties expressly agree that all home staging services will be subject to a Quotation detailing the nature, maximum price and expectations of the Customer.
The Company will subject any act of purchase or rental of any nature whatsoever, of products or services, to the prior validation of the Customer. The Customer acknowledges and accepts that the Company cannot be held liable for any act of purchase or rental that is in conformity with the act of validation given by the Customer. Furthermore, the Company cannot be held liable for any damage to the product which is the object of the act of purchase or rental and/or to the property itself and/or to any other object resulting from the delivery and/or performance of the home staging services which are not materially attributable to the Company.

5.4 Other services

The Company reserves the right to offer any other Service, in a form and according to the functionalities and technical means it deems most appropriate to provide said Services.
The Company reserves the right to offer the Customer any other paying service, at its own discretion.

6. Financial terms and conditions

6.1 Prices of Formulas and A la carte Services

The prices of each Formula are freely determined by the Company and specified on the Platform.
The price of à la carte Services is freely determined by the Company and specified in the Quotation. The Customer acknowledges and accepts that the price of the Services is determined on a time-spent basis, on the basis of the hourly rate mentioned on the Quotation at the date of signature thereof. The Customer also acknowledges and accepts that any request for à la carte Services during public holidays, weekends or at night (i.e. from 8 p.m. to 8 a.m.) will be invoiced on the basis of an exceptional hourly rate corresponding to the amount of the hourly rate mentioned on the Quotation increased by 50%.

The applicable price is that in force on the date the Quotation is signed. The Customer acknowledges and accepts that in the event of subscription to the Services by means of several successive Quotations, the price of the Services may vary and that the applicable price is that in force on the date of each Quotation.

The Customer acknowledges and accepts that the price of the Formulas and A la carte Services does not include any remuneration due to third-party Service Providers in connection with the performance of the Services, which will be paid to the Company in addition to the price of the Formula and/or A la carte Services.
The Company also reserves the right to invoice travel expenses, upon production of the corresponding receipts.

Prices are in euros, all taxes included.

The Company reserves the right, at its own discretion and on terms to be determined by it alone, to offer promotional offers or price reductions.
The Company reserves the right to modify prices at any time and at its own discretion. The Customer will be informed of such modifications by the Company by any means deemed useful, at least thirty (30) days before the new prices come into effect.

In the absence of termination of the present General Terms and Conditions under the conditions set out below in the "Termination" article, the modified prices will apply on the date of renewal of the present General Terms and Conditions, depending on the duration of the Formula and/or à la carte Service subscribed to by the Customer. In the event that notification of the price change occurs on a date that does not allow the Customer to terminate the present contract, notification of the modified prices opens a new termination period under the conditions of the "Termination" article.

6.2 Terms of payment

Principles common to all Services
Payment for Formulas and/or à la carte Services may be made either directly by the Customer, or via a third party, in the name and on behalf of the Customer, duly mandated by the latter for this purpose. The Customer guarantees the Company that any person making the payment has been duly authorized by the Customer to do so.
The Customer acknowledges and accepts that in the event of default by the said third party, the Customer shall remain liable for payment of any sums still owing to the Company.

How to pay for Formulas
The price of the Formulas is due on the date of receipt of the Confirmation. The Customer may, at his own discretion and subject to indication on the Quotation :

Pay the full price due for the subscription period no later than seven (7) days from the date of Confirmation, by direct debit to the Company's bank account, details of which are given on the invoice. The Company will send the Customer an invoice as soon as possible after the date of Confirmation.
Pay the price on a monthly basis of the same amount by automatic transfer to the Company's bank account, the details of which are mentioned on each invoice. The first instalment will be paid within seven (7) days of the date of Confirmation. Subsequent instalments will be paid at the beginning of each month, and by the 5th of each month at the latest. The Company will send the Customer an annual invoice.

Payment terms for Formule corporate
The professional customer who subscribes to a Formule corporate acknowledges and accepts that payment must be made in full no later than seven (7) days from the date of Confirmation, for the entire duration of the subscription.

Payment terms for à la carte Services
The à la carte Services will be invoiced upon completion of the Services, and will give rise to the issue of a dedicated invoice. The Company reserves the right to request payment of a deposit. The Customer will be informed of this by a separate note on the Quotation.

6.3 Late payments and payment incidents

The Customer is hereby informed and expressly accepts that any delay in payment of all or part of a sum due on its due date, which is not remedied by the Customer or the third party payer within thirty (30) days of its due date, will automatically, and without prior formal notice :

all sums owed by the Customer are immediately due and payable;
immediate suspension of Services in progress until full payment of all sums due by the Customer and/or, at the Company's discretion, immediate termination of the present contract by operation of law in accordance with the conditions set out in the "Termination" article below;
the invoicing to the Company of late payment interest at the rate of four times (4) the legal interest rate, based on the amount of all sums due by the Customer.

6.4. Payment of Third-Party Service Providers
For any subscription to Services whose performance requires the intervention of a Third-Party Service Provider, and in particular for the provision of Maintenance Services, the Customer expressly authorizes the Company to sign any Third-Party Service Provider quotation and/or make any payment, in its name and on its behalf, to Third-Party Service Providers involved in the provision of Services.
The Company undertakes to formally accept any quotation issued by a Third-Party Service Provider before subscribing to the latter's services. The Customer acknowledges and accepts that in the absence of validation of the said quotation by the Third-Party Provider, the Company will not be able to provide the Services involving the intervention of a Third-Party Provider.
In this context, the Customer undertakes to pay the Company, on the date of Confirmation, a deposit which the Company will use to pay the price of the necessary work in the amount of :

five (500) euros for Services that do not involve the purchase of products or the performance of work, with the exception of small jobs;
one thousand (1,000) euros in the case of subscription to Services including the purchase of products and the performance of work.

The Customer expressly undertakes to maintain the amount of this provision for the entire duration of the subscription to the Services, if applicable, and to pay the necessary supplement at the first request of the Company.

The Customer further undertakes to pay the Company a commission in addition to the price of the Services, corresponding to a percentage of the price inclusive of all taxes invoiced by the third-party Service Provider. The amount of the commission is indicated on the Quotation.

The terms of payment of the service providers will be expressly mentioned on the Quotation and/or by any other written means throughout the performance of the Services.

7. Duration

These Terms and Conditions are entered into :

For Formulas :

For Formulas subscribed by an individual Customer: at the individual Customer's choice, for a period of one (1) month, six (6) months or one (1) year, unless expressly stated otherwise on the Quotation. The duration of the Formulas is renewable by tacit agreement under the same terms and conditions for successive periods of the same duration, unless terminated under the conditions set out in the "Termination" article below. The Individual Customer acknowledges and accepts that the monthly price of the Formulas varies according to the subscription period.
For Formulas subscribed to by a business customer: for a fixed period of one (1) year, unless expressly stated otherwise on the Quotation. The duration of the Formulas is renewable by tacit agreement under the same terms and conditions for successive periods of the same duration, unless terminated under the conditions set out in the "Termination" article below.

The Customer acknowledges and accepts that any Formula subscribed to :

between the 1st and the 15th day of the month, will take effect on the date of full payment of the price due according to the terms specified above, unless expressly stated otherwise on the said Quotation.
between the 15th and 31st day of the month, will take effect on the first day of the month following the date of the Confirmation, subject to full payment of the due date as specified above, unless expressly stated otherwise on the said Quotation.
For à la carte Services: for the entire duration required to perform the Services, in accordance with the schedule agreed between the parties and specified in the Quotation. Where the performance of the Services is subject to the payment of a deposit, the Services will be performed from the date of payment in full of the deposit specified in the Quotation.

The Customer acknowledges and accepts that any month commenced is due in full. Consequently, he acknowledges that the month in progress on the effective date is due in full. If the Customer is an individual, the period for taking effect of the Formula and/or A la carte Services is increased by the withdrawal period, i.e. a period of fourteen (14) days calculated from the date of signature of the Quotation, subject to the provisions detailed below in the article "Right of withdrawal".

8. Right of withdrawal

All individual customers, with the exception of professional customers, have a period of fourteen (14) working days from the date of signature of the quotation concluded at a distance to withdraw, without having to justify their decision or pay penalties, except in cases expressly excluded from the right of withdrawal.

To exercise this right, the individual customer must, subject to the above reservations, send an unambiguous declaration to the Company before expiry of the aforementioned period, expressing his/her wish to withdraw. The Individual Customer may use the form provided by the Company in the appendix hereto.

The individual Customer will be reimbursed for the sums already paid as soon as possible and at the latest within fourteen (14) days from the date of effective receipt by the Company of the request for retraction.

If the Individual Customer wishes the execution of the Services to begin before the end of the withdrawal period, he/she must expressly request this to the Company, by any written means and in particular by using the form appended hereto. The Individual Customer who nevertheless exercises his/her right of withdrawal after having expressly requested immediate execution of the Services acknowledges and accepts that he/she shall pay the Company an amount corresponding to the Service provided until communication of his/her decision to withdraw, and proportional to the total amount of the price of the Services.

9. Intellectual property

The systems, software, structures, infrastructures, databases, codes and content of any kind (text, images, visuals, logos, trademarks, databases, etc.) used by the Company in the performance of the Services, including its trademark, are protected by all applicable intellectual property rights or database producers' rights. All disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, all acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of the Company, are strictly prohibited and may be subject to legal action.

10. Customer's obligations and commitments

Without prejudice to the other obligations provided for herein, the Customer undertakes to comply with the following obligations. :

The Customer acknowledges that he is solely responsible for the proper completion of all administrative, fiscal and/or social formalities and for all payments of contributions, taxes or duties of any kind that may be incumbent upon him in connection with his use of the Services.
The Customer acknowledges that he/she is aware of the characteristics and constraints, particularly technical, of all Services.
Finally, the Customer acknowledges that the Services offer an additional and alternative solution, and that this solution is not a substitute for any other means the Customer may have at his disposal to achieve the same objective. Furthermore, in order to enable the Company to implement the Services, the Customer undertakes to :
Provide, prior to the commencement of any subscribed Service, a description of the property (address, number of rooms, surface area, etc.) and means of access (key, badges, etc.), and, more generally, any document, element, data and information requested by the Company and necessary for the proper performance of the Services.
To cooperate actively with the Company in the proper execution of the present contract and to inform the Company of any difficulties arising in connection with such execution.
Not to hinder, in any way whatsoever, the services provided by the Company.
Respond within a reasonable time to any request made by the Company.
During the term of the agreement and for one year after termination, the customer is prohibited from hiring as an employee or independent contractor, present or future, of Open Up.

The Customer warrants to the Company that he/she is the owner of the property for which he/she subscribes to the Services and/or that he/she has all the necessary authorizations and capacity to subscribe to said Services. The Customer further authorizes the Company to take any photographs of his or her property and to use them, by reproduction, representation, adaptation or modification, free of charge, for the entire duration of the Services and for the entire world, exclusively for the purpose of promoting its Services on its website and/or on social networks. The Company undertakes not to communicate any information enabling the Customer to be identified and/or his postal or telephone details.

Should any of these declarations be called into question, the Customer undertakes to inform the Company immediately by e-mail, which reserves the right to terminate the present contract.

11. Termination of Services

11.1 Notification

The Customer may terminate the subscription to a Formula under the following conditions: :

For any Formula subscribed to by an individual Customer: the renewal date of the chosen subscription period, subject to sending a registered letter with acknowledgement of receipt to the Company, and subject to observing a notice period of one (1) month before the end of the current period for any period exceeding six (6) months and a notice period of fifteen (15) days for any subscription to a Formula for a period of one (1) month.
For all Formulas subscribed to by a business customer: on the renewal date of the subscription period, subject to sending a registered letter with acknowledgement of receipt to the Company at least three (3) months before the end of the current period.
For the Corporate Formula: on the renewal date of the subscription period, subject to sending a registered letter with acknowledgement of receipt to the Company, at least six (6) months before the end of the current period.

Termination of the General Terms and Conditions will be effective subject to full payment of all outstanding invoices at the effective date of said termination.
The Company reserves the right to terminate the present General Terms and Conditions at the renewal date of a Formula, subject to three (3) months' notice prior to the end of the current period.

11.2 Termination for default

In the event of the Customer's failure to comply with any of its obligations under these General Terms and Conditions, which is not remedied within thirty (30) calendar days of receipt of formal notice to remedy the said failure, the Company may, ipso jure and without legal formalities, terminate these General Terms and Conditions and close the Customer's Account.

Termination of the present contract shall be without prejudice to any damages to which the Company may be entitled as a result of the Customer's breach and to any penalties which may be due to the Company.

12. Exclusion of liability and warranty of the Company

The Company undertakes to provide the Services diligently and in accordance with the state of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Customer expressly acknowledges and accepts. It undertakes to use its best efforts to provide the Services in accordance with the timetable agreed between the Parties.

Its liability is exclusively limited to the provision of the Services in accordance with the terms and conditions described herein, to the exclusion of any other services. The Customer further acknowledges and accepts that the Services are provided "as is" without warranty of any kind, either express or implied.

The Company acts as an intermediary in that it provides Customers with the means to help manage their property during their absence and to put them in contact with third-party Service Providers. The Company's liability is limited to the provision of these resources, as described herein, to the exclusion of any other service. In particular, the Company shall in no circumstances be held liable for the provision of services by third-party Service Providers as part of the Services. The Company is in no way a party to contracts entered into by the Customer or in the Customer's name and on the Customer's behalf with said third-party Service Providers. Under no circumstances shall the Company be a party to any dispute whatsoever between a Customer and a Third-Party Service Provider.

Nor does the Company guarantee the proper performance of the Services by the said third-party Service Providers. Nor can the Company be held liable in the event that the Customer fails to validate a third-party Service Provider's quotation in advance, in particular for failure to perform Services in accordance with the timetable agreed between the Parties.

Subject to these reservations, the Company may be held liable under the conditions of common law solely for direct damage suffered by the Customer, resulting from a breach of its contractual obligations as defined herein.

The Customer therefore waives the right to claim compensation from the Company on any grounds whatsoever for indirect damages, and in particular loss of profit, loss of opportunity, commercial or financial loss, increased overheads or losses originating from or resulting from the performance hereof.
In any event, the Company shall not be liable to the Professional Customer for payment of damages in an amount greater than the amount of royalties paid to the Company over the previous twelve (12) months.

The Company may only be held liable if the Professional Customer lodges a complaint by registered letter with acknowledgement of receipt, within one (1) month of the said occurrence.

13. Penalties for breaches

In the event of a breach of any of the provisions of these General Terms and Conditions or, more generally, of any violation of laws and regulations by the Customer, the Company reserves the right to :

(i) temporarily or definitively suspend, without delay, access to the Services of the Customer who has committed or participated in the breach or infringement, and in particular in the event of the provision of erroneous, incomplete, misleading or out-of-date information at the time of subscription,
(ii) take all appropriate measures and institute all legal proceedings,
(iii) if necessary, notify the competent authorities, cooperate with them and provide them with all information required to investigate and punish illegal or illicit activities.

In the event of failure by the Customer to comply with an essential obligation arising from these General Terms and Conditions, or of repeated breach thereof, the Company reserves the right to terminate the Customer's access to all or part of the Services, with immediate effect, by e-mail. Termination shall be effective as of the date of dispatch by the Company of the written notice sent to the Customer in application of the present clause.

14. Insurance

The Company warrants to the Customer that it has taken out the necessary insurance policies to insure and guarantee the consequences of its professional civil liability in the event that it is incurred, so as to cover the pecuniary consequences of any damage for which it may be held liable.
It undertakes to maintain these insurance policies throughout the performance of the present contract.
The Customer guarantees the Company that it has taken out a valid multi-risk home insurance policy guaranteeing it against any damage under the present contract, and that it will take the necessary steps to ensure that it is valid throughout the contract.

15. Personal data

The Company's personal data protection policy is set out in the document entitled "Personal Data Protection Charter", which is accessible on the Platform's home page, and which the Customer is expressly invited to read.
The Company declares that it complies with all the legal and regulatory obligations incumbent upon it in terms of personal data protection, in particular to guarantee the security and confidentiality of the data collected and processed.

16. Advertising

The Company reserves the right to include in any communication to the Customer any advertising or promotional messages in a form and under conditions to be determined by the Company.

17. Waiver

The fact that one of the Parties has not exercised any right or power pursuant to the provisions of these General Terms and Conditions, or has exercised it late, shall not be construed as a waiver to exercise all or part of such right or power, and any single or partial exercise of any right or power shall not prevent a further exercise of such right or power.

18. Force majeure

Neither Party shall be liable to the other Parties in the event that the performance of its obligations is delayed, restricted or rendered impossible due to the occurrence of an event of force majeure. In particular, cases of force majeure are those generally recognized by French courts and jurisprudence.

The occurrence of a force majeure event will initially suspend performance of the Services for a period not exceeding three (3) months. Should the case of force majeure continue beyond the aforementioned period, the Parties may terminate the present General Terms and Conditions, ipso jure, without legal formalities, without prior notice and without entitlement to compensation of any kind whatsoever, by sending a registered letter with acknowledgement of receipt with immediate effect.

19. Independence between the Parties

The Parties to these General Terms and Conditions are legally independent of each other. Nothing contained herein shall be construed as creating a partnership, joint venture, subsidiary, employee-employer relationship or association between the Parties. Each Party remains solely responsible for its acts, allegations, commitments, services and data.

20. Nullity

Should any provision of these General Terms and Conditions be declared null and void or inapplicable by reason of any law, regulation or final decision of a competent court, only that provision shall be null and void, and the other provisions shall remain in full force and effect.

21. Modification of the General Terms and Conditions

Any modification of these General Terms and Conditions shall be made by means of a written amendment, signed by all Parties.

22. Mediation

In the event of a dispute relating to these General Terms and Conditions, the Customer, who uses the Services reserved for him/her outside any professional activity and for his/her private needs only, has the option of having recourse free of charge to a consumer mediator in accordance with the provisions of article L.612-1 of the French Consumer Code, prior to bringing any action before the competent courts. of the French Consumer Code, prior to bringing any action before the competent courts.
In this respect, the customer is informed that the Company has signed up to the mediation services, which can be contacted at the following address:
. The customer also has the option of lodging a complaint via the online dispute resolution platform (known as the "RLL" platform), accessible via the link below: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN
Should the appointment of a mediator or the mediation itself fail, the most diligent Party may refer the matter to the competent court in accordance with the terms of the article below.

23. Applicable law and jurisdiction

The present General Terms and Conditions are governed by French law.
In the event of a dispute arising from or in connection with the present General Terms and Conditions, the Parties agree to seek an amicable solution before taking any legal action.
In the event of failure to do so within one (1) month of the first formal notice to settle the said dispute by the most diligent Party, the Parties agree that in the event of a dispute concerning the validity, interpretation and/or performance of the present General Terms and Conditions, the Paris courts shall have exclusive jurisdiction to rule thereon, except in the event of mandatory rules to the contrary.
The individual customer may bring the matter either before one of the courts having territorial jurisdiction under the Code of Civil Procedure, or before the court of the place where he or she resided at the time the contract was concluded or at the time the harmful event occurred, in accordance with the provisions of article R.631-3 of the same Code.

24. Entry into force

These Terms and Conditions come into force on December 1, 2019.