GENERAL CONDITIONS OF THE TREZY PLATFORM

Last update: 09/05/2021

1. IDENTIFICATION OF THE COMPANY

TREZY S.A.S. with a capital of EUR 1,000, registered with the R.C.S. of Paris under n°887 553 303, domiciled at 40 rue Alexandre Dumas, 75011 Paris (hereafter referred to as "Trezy")

Administrative contact: contact@trezy.io

2. DEFINITIONS

"Subscription" means the contractual arrangement allowing the Customer to access the Platform, the Content and the Services under the conditions defined in the General Conditions.

Customer" means the legal entity, acting in a professional capacity, having subscribed to a Subscription to the Services and Party to the Contract.

"User Account" means the account assigned to a User allowing access to the Platform, within the limits of the Subscription taken out by the Customer. Each User Account can be accessed by a User using his/her Identifiers. There are three types of User Account with different attributions:
- Owner User Account;
- Administrator User Account;
- Reader User Account.


"General Conditions" means these general conditions.

Content" refers to the content made available by Trezy, accessible via the Platform and which includes in particular data, databases, software, source codes, offers, texts, videos, photos, soundtracks, logos or the design.

"Personal Data" means any information relating to an identified or identifiable natural person. An "identifiable natural person" is one who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more
factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity.

Identifiers" refers to the name or pseudonym used by the User and his/her password to identify him/her on the Platform.

"Subscription Offer" refers to the Subscription offer proposed by Trezy to which the Customer may subscribe. The rates applicable to each Subscription Offer and the Services to which the Customer benefits are specified on the Platform.

Partner" refers to the legal entity, independent of Trezy and with which the Customer contracts directly, which provides its own services for the integration of the Customer's bank accounts in order to bring up their data on the Platform.

"Party" means, in the singular, individually the Customer or Trezy and, in the plural, jointly the Customer and Trezy.

"Platform" means the website from which the Customer logs into a User Account and can benefit from the Services. Services" means the services offered via the Platform and described in Article 9 below.

"Terminal" means the computer, smartphone or tablet from which the Customer accesses the Platform and the Services. User" means the natural person within the Customer's organisation who is entitled to connect to and use the Platform. Depending on the type of User Account assigned to him (Owner, Administrator, Reader), the User has different rights on the Platform. The Owner User is deemed to have full authority to represent the Customer.


3. SUBJECT

These General Conditions govern the conditions of provision and use of the Services Platform by the Customer, as defined below.
The General Conditions apply to any Subscription taken out by the Customer.
The General Terms and Conditions do not apply to the execution of the contractual relationship directly concluded between the Customer and the Partner.

4. ACCEPTANCE AND MODIFICATION OF THE GENERAL CONDITIONS

4.1 The General Terms and Conditions apply to any Customer who has accepted them at the same time as creating an Owner User Account. Consequently, the Customer can only benefit from a Subscription according to the terms defined in Article 5 of the General Terms and Conditions if he has previously accepted the present General Terms and Conditions binding him contractually to Trezy.

The Customer is also invited to consult Trezy's Privacy Policy and to communicate it to all its Users so that the latter may be aware of the processing of Personal Data implemented on the Platform.

4.2 Trezy reserves the right to modify at its sole discretion, at any time, in whole or in part, these General Conditions. Any modification shall be brought to the attention of the Customer by email at least thirty (30) days before it takes effect.

As an exception to the above, a shorter notice period or no notice may nevertheless apply in the event that (i) the modification of the General Terms is required due to a change in the legal and regulatory obligations incumbent on Trezy or (ii) such modifications are imposed by the need to face an unforeseen and imminent danger in order to protect the Platform, the Services, the Customers and the Partners.

The new version of the General Terms and Conditions takes effect at the end of the above-mentioned period. The Customer who continues to use the Platform and the Services at the end of this period is deemed to accept the new version of the General Terms and Conditions. However, these changes will not affect the pricing conditions applicable to the Customer, who will remain bound only by the pricing conditions that he has expressly accepted.

If the Customer does not accept the new version of the General Terms and Conditions, he/she is invited to terminate his/her Subscription in accordance with the provisions of Article 7.2.3 of the General Terms and Conditions.

5. TAKING OUT AND VALIDATING A SUBSCRIPTION

5.1 Prior to any subscription, the Customer creates an Owner User Account in order to access the Platform and to have a free trial period of two (2) days allowing him to get acquainted with the Services offered on the Platform. Unless otherwise expressly agreed by Trezy, the Customer will not benefit from a new free trial period.
The Customer is invited to provide data relating to the size of its structure and its sector of activity so that the Services offered can be adapted to its company. At the end of the free trial period, access to the Platform and to any of the Services offered therein requires the Customer to subscribe to a Subscription.
The Services offered during the free trial period and the Services that the Customer receives as a result of the Subscription may not be identical.

5.2 To subscribe to a Subscription, the Customer is automatically redirected to a secure payment site where, after selecting the Subscription Offer to which he/she wishes to subscribe, he/she must enter his/her bank card details in order to allow the financial terms set out in Article 8 of the General Terms and Conditions to be carried out. The Subscription begins as soon as the procedure described above is completed.

5.3 If the Customer fails to take out a Subscription in accordance with the terms and conditions set out in Article 5.2, the contractual relationship between the Parties shall be terminated as of right.

5.4 Any bank account integrated into the Platform, including during the trial period, continues to provide data on the Platform in accordance with the Partner's contractual terms and conditions. Consequently, in the event that the Customer has integrated one or more bank accounts on the Platform during the trial period and does not wish to subscribe to a Subscription at the end of the trial period, it is up to the Customer to expressly request from Trezy, from the Owner User Account or by email with acknowledgement of receipt, the deletion of all the data concerning him. Trezy then undertakes to communicate this request to the Partner.


6. REQUIREMENTS FOR USING THE PLATFORM AND SERVICES

6.1 Technical requirements

The Platform takes the form of an Internet site accessible from a distance. Consequently, the User's Terminal must be connected to an Internet access service to access it.

The Services are only available from a bank account opened at a bank that allows the Partner to use its application program interface to upload the data of the relevant bank account to the Platform. The Customer can consult the list of banks covered from an Owner User Account by clicking on "Integrate an account" in the "Integration" section.

In order to use the Partner's application programming interface accessible from the Platform, the Customer is required to accept the Partner's contractual conditions. Acceptance of the Partner's contractual terms and conditions creates a direct contractual relationship between the Customer and the Partner but does not involve any additional costs for the Customer.

6.2 Creating a User Account

Access to the Platform and use of the Services requires the prior creation of a User Account. The Customer may have as many User Accounts as permitted by his Subscription.

The Personal Data collected for the creation of a User Account are processed in strict compliance with the provisions of Article 10 and the Privacy Policy.

Access to the Services and the features offered by the Platform depend on the type of User Account the User has.

The Customer may, via an Owner or Administrator User Account, create User Accounts himself. To do so, the Customer must enter the email address of the User he wishes to invite. The User must click on the link provided for this purpose in the link he receives by email and finalise the creation of his User Account by entering the required data.

The non-use of a User Account, other than an Owner User Account, for a period of one (1) year will result in its automatic deletion without Trezy being held liable on this basis. One (1) month before this automatic deletion, Trezy will send an email to the User concerned allowing him to express his wish to the contrary and an information email to the Owner User.

6.2.1 Owner User Account

The Owner User Account is the first User Account created on the Platform in accordance with the provisions of Article 5.1 above.

The Owner User Account holder is deemed to have full power of representation of the Customer. As such, only the holder of the Owner User Account has the right to accept the present General Conditions and thus enter into a contractual relationship with Trezy, to terminate this contractual relationship, and in particular to subscribe to or terminate a Subscription.

The Owner User Account holder has full rights to the Platform.

6.2.2 Administrator User AccountAn Administrator User Account is created by invitation from an Owner or Administrator User Account.
The holder of a User Administrator Account has full rights on the Platform, and in particular to invite another Administrator or to delete another User Administrator Account, but does not have the ability to interact in the contractual relationship between the Customer and Trezy.

6.2.3 User Reader AccountA User Reader Account is created after an invitation has been sent from an Owner or Administrator User Account.The holder of a User Reader Account has the simple power to consult all the data put online and processed via the Platform.

7. SUBSCRIPTION

Subject to completion of the procedure set out in Articles 5.2 of these General Terms and Conditions, the Customer shall benefit from a Subscription under the terms and conditions described below.

7.1 Description of the Subscription Offers

Each Subscription Offer corresponds to a "package" of Services that Trezy proposes to the Customer via the Platform.

The price of each of these Subscription Offers and the Services available to the Customer for each type of Subscription Offer are available on the Platform.

Trezy may change its Subscription Offers and its pricing policy at its sole discretion. The Customer will nevertheless remain bound, notwithstanding any subsequent changes, by the Subscription Offer he has subscribed to, subject to the provisions of Article 8.1 of these General Terms and Conditions.

7.2 Duration of the Subscription

7.2.1 The starting point of a Subscription is the date on which the Customer subscribes to the Subscription, in accordance with the provisions of Article 5.2 of the General Conditions.

7.2.2 Each Subscription is concluded for a period of one (1) month, from date to date.

7.2.3 A Subscription is tacitly renewable, with no limit on the number of renewals.

The Customer who does not wish to renew the Subscription must notify his intention to Trezy, from the Owner User Account, from the link provided for this purpose on the Platform. The Subscription will end at the end of the current month on the date of receipt of the notification or on any other later date expressly indicated by the Customer.

In the event that Trezy does not wish to renew the Subscription, Trezy must notify the Customer of its intention by email with acknowledgement of receipt, at least two (2) months in advance, the date of receipt being taken as proof. This notice will be increased to three (3) months after one (1) year of Subscription, then to six (6) months after four (4) years of Subscription, then to nine (9) months beyond six (6) years of Subscription.

The provisions of this clause are without prejudice to the provisions of Article 17 of these General Terms and Conditions relating to termination. The Customer is invited to take note of the provisions of Article 18 of the General Terms and Conditions which will apply in the event of non-renewal of a Subscription.

8. FINANCIAL TERMS AND CONDITIONS

8.1 Subscription price

8.1.1 The Customer is required to pay the price of his Subscription as indicated in the Subscription Offer he has taken out. The prices are indicated in euros, excluding tax.

8.1.2 Trezy may revise the amount charged periodically for the Subscription every 1st January according to the evolution of the Syntec index. The revised price will be fully applicable to the Customer as from this date.

8.1.3 The price of the Customer's Subscription will be revised in the event that the Customer wishes to take advantage of another Subscription Offer. The revised price will apply on the date of subscription to the new Subscription.

8.2 Terms of payment

Payment for the Subscription is made by direct debit using the credit card details provided by the Customer when subscribing to the Subscription, to the exclusion of any other means of payment.

The Customer is liable for payment of the Subscription on a monthly basis, in arrears. Consequently, the direct debit is made on the monthly anniversary date of the Subscription and concerns the coming month of Subscription.

On the same date, Trezy will send an invoice to the Customer at the email address provided for the Owner User Account or at any email address expressly indicated by the Customer.

In the event of subscription to a new Subscription Offer during the month, the monthly anniversary date remains the date of the initial Subscription. Trezy will regularise the Customer's financial obligations at the time of the next direct debit, by calculating the difference in price between the new Subscription and the previous Subscription, prorated on the number of days remaining in the month in progress at the time of the subscription to the new Subscription.

In the event of rejection of a direct debit, the maximum payment period is thirty (30) days from the date mentioned on the invoice.


8.3 Consequences of non-payment of the Subscription

In the event of failure to pay within the time limit, the Customer shall be liable for late payment interest on the unpaid amount at the rate of three (3) times the current annual legal interest rate published in the Journal Officiel de la République Française, as well as a fixed recovery indemnity of forty euros (40€) pursuant to Article L441-10 of the French Commercial Code. The calculation of the late payment interest shall begin on the first day following the end of the payment period and shall end on the day of actual payment by the Customer.

In the event of late payment, Trezy reserves the right to suspend access to the Platform and the Services after a formal notice has remained unsuccessful within eight (8) calendar days. In case of late payment exceeding thirty (30) days or repeated late payments, Trezy reserves the right to terminate the Subscription under the conditions set out in Article 17 of the General Terms and Conditions. The Customer will however have to pay all the sums not yet paid at the date of termination, without prejudice to any damages claimed.

The suspension of access to the Platform does not release the Customer from its obligation to pay, including the period for which the Platform is suspended.

The present provisions are without prejudice to any other damages to which Trezy may be entitled as a result of the prejudice suffered from the Customer's failure to pay the Subscription.

9. DESCRIPTION OF SERVICES

The Platform offers Clients Services dedicated to cash management and decision support.

The purpose of this article is to define in a general way all the Services offered via the Platform and are not specific to the Subscription taken out by the Customer.

All Subscriptions include "standard" Services. Additional Services may be available to the Customer as provided for in the Subscription.

The description of the features from which the Customer benefits is precisely described in the Subscription Offer to which he has subscribed.

The Services are only accessible by logging into a User Account. Each User has distinct functionalities depending on the role assigned to him/her (Owner, Administrator or Reader), in accordance with the provisions of Article 6.2 of the General Terms and Conditions. Only Owner and Administrator Users can perform positive actions on the Platform. Reader Users may only consult the data uploaded and processed via the Platform.

The Services offered on the Platform include the following:

- Integration via an application programming interface edited by the Partner, within the limit of the number of bank accounts provided for in its Subscription, of the Customer's bank accounts for which the latter wishes the data to be processed on the Platform;
- Automatic update, several times a day, of the transactions made on the integrated bank accounts, which is combined with a manual refresh of the transactions by the Customer;
- Personalised help for the categorisation of bank data. Trezy offers the Customer basic categories, in particular in relation to the categories already used by the Customer's bank. The Customer can manually create his own data categories;
- Graphical and numerical consultation, account by account and category by category, of the balance of operations carried out from an integrated bank account;
- Consultation of a dashboard summarising all the cash flow data relating to the bank accounts integrated into the Platform and statistical data on the evolution of the Customer's financial situation;
- Provision of numerical indicators in order to compare the Client's financial situation, its expenditure and income items, with other structures in the same sector of activity. The comparative data are taken from the Banque de France databases;
- Alert notifications in relation to the indicators made available on the Platform;
- Provision of a budget forecasting tool;
- Provision of a messaging service to contact Trezy.

The Customer acknowledges having knowledge of the community aspect of the Platform. Consequently, the Customer accepts and acknowledges that his banking data put online on the Platform are processed in a statistical and anonymous way by Trezy insofar as these data allow in particular to provide indicators to all the Platform's Customers.

10. INTELLECTUAL PROPERTY

10.1 Intellectual property of Trezy

Trezy is the exclusive owner of the Platform, its architecture and its Content or, if applicable, has all the necessary authorisations for their use under the conditions defined in the present General Conditions.

The Platform, its architecture and its Content are protected by copyright, trademark law, database producers' rights or any other intellectual property right recognised by the legislation in force.

Consequently, any copy, imitation, reproduction, representation, adaptation, alteration, modification, distribution, in whole or in part, of the architecture and/or the Content of the Platform, without prior authorisation, is prohibited and may result in legal proceedings.

The Customer is under no circumstances authorised to transfer, transmit, lend, rent or distribute the Platform to a third party, nor to make it available to a third party in any way whatsoever, whether free of charge or against payment.

Similarly, within the limits permitted by law and subject to any other provision contained in these General Terms and Conditions, the Customer may not, under any circumstances and for any reason whatsoever, modify, adapt, alter, rework, transform or translate all or part of the Platform, carry out reverse engineering operations, copy, reproduce or duplicate the Platform for any purpose other than that of using it for its own needs, or create derivative works from the Platform, its architecture or its Content.

Thus, the Customer is expressly prohibited from using techniques to access the source code or to bypass the security systems of the Platform.

10.2 Rights granted by Trezy to the Customer

Subject to compliance with these General Terms and Conditions, the Customer has the right to access and use the Platform, its Services and its Content on a non-exclusive, non-transferable basis and without the right to sub-licence.

The Customer may only use the Platform for the purposes set out in these Terms and Conditions, to the exclusion of any other use.

The rights not expressly mentioned in this article 10.2 are neither assigned nor granted to the Customer. Any unauthorised use of a right not expressly granted under the General Conditions shall constitute an act of infringement.

11. AVAILABILITY OF SERVICES - SUPPORT

Except in cases of force majeure or problems due to network malfunction, malfunction of the tools used by the Customer, interruption of subscriptions to the networks used by the Customer, or the need to maintain the Platform, the Services are available 24/7.

Trezy will ensure that maintenance operations are carried out or arranged at times that are unlikely to interfere with the use of the Services in metropolitan France. If necessary, Trezy will inform the Customer beforehand. These provisions shall not apply in the event that Trezy must carry out or have carried out urgent maintenance operations.

In case of difficulty encountered on the Platform, the Customer may contact the administrative contact designated for this purpose in Article 1 of the present General Conditions. Trezy only answers requests on working days between 9am and 6pm.

Trezy does not provide any maintenance, update or support services for the applications and websites of the Partner and the Customer's banks. Trezy cannot therefore commit itself to any availability of the services carried out from the applications and websites of the Partner and the Customer's banks. In particular, Trezy is not in charge of updating the transactions carried out by the Customer, which requires an interconnection between the Partner's application programming interface and the Customer's bank and is therefore the responsibility of the latter.


12. OBLIGATIONS OF THE CUSTOMER

12.1 The Customer undertakes to communicate the provisions of these General Terms and Conditions to its Users before the latter access the Platform and use the Services. The Customer is responsible for the compliance of its Users with the provisions of these General Terms and Conditions.

12.2 The Customer undertakes to use the Platform in accordance with its purpose and in strict compliance with these General Terms and Conditions. In particular, the Customer undertakes not to use the Platform for unlawful purposes.

12.3 The Customer undertakes not to publish on the Platform, and in particular via the Message Service, any content that is abusive, defamatory, contrary to public order or morality.

12.4 The Customer undertakes to comply with all its contractual obligations towards the Partner.

12.5 The Customer undertakes to inform Trezy without delay of any unauthorised use of his User Account(s) and of any breach of confidentiality and security of his means of identification by contacting the administrative contact designated in Article 1 of the General Conditions.

12.6 Any breach of its commitments exposes the Customer to legal action by Trezy and to the payment of damages. Furthermore, Trezy reserves the right to suspend the Customer's access and use of the Platform, without prejudice to the provisions of Article 17 relating to the termination of a Subscription, if such a precautionary measure should be necessary.

13. PERSONAL DATA

13.1 Processing of Users' Personal Data

The present contractual relationship, and in particular the creation of User Accounts, leads Trezy to process Users' Personal Data.

The legal basis for the processing of Users' Personal Data is the execution of the contractual relationship between the Parties pursuant to the General Conditions.

The conditions of collection and processing are defined in the Privacy Policy that each User is required to accept at the time of the first connection to his/her User Account. The Privacy Policy can also be consulted at any time from the Platform on the link dedicated to this purpose, located at the bottom of the Platform's home page.

Pursuant to Regulation (EU) 2016/679 on the Protection of Personal Data, the User may, at any time, exercise his or her rights of access, rectification, limitation, deletion or opposition to the processing of Personal Data concerning him or her, as well as his or her right to the portability of the data, which must be returned to him or her in a structured, commonly used and machine readable format.

The User also has the right to refer to the CNIL in the event of non-compliance with the legislative and regulatory provisions relating to the protection of personal data.

This information is included and documented in the above-mentioned Privacy Policy.

The User is nevertheless informed that the exercise of his rights of opposition and deletion may no longer allow his authentication on his User Account and thus deprive him of access to the Platform and use of the Services.

13.2 Subcontracting of Personal Data processing in the context of the use of the Services

The Customer is responsible for the processing of Personal Data implemented in the context of its banking transactions for any purpose whatsoever, and in particular for the management of its cash flow. The persons concerned by this processing are in particular its employees, customers, suppliers and service providers when the latter are natural persons.

The Platform is a tool to assist the Customer in operations involving the above-mentioned processing of Personal Data. The Platform is not primarily intended to process Personal Data, but is likely to result in such processing.

As the data controller, it is the Customer's responsibility to comply with all applicable regulations regarding the processing of Personal Data and to take all necessary measures to this end.

Within the framework of the use of the Services, the Customer subcontracts to Trezy the processing of Personal Data relating to his banking transactions for any purpose whatsoever, and in particular the management of his cash flow. In this respect, Trezy is a subcontractor of Personal Data processing.

Pursuant to Article 28 of Regulation (EU) 2016/679, the Customer and Trezy are required to enter into an agreement defining the purpose and duration of the processing, the nature and purpose of the processing, the type of Personal Data and categories of data subjects, and the obligations and rights of the controller.

This agreement is attached to these General Conditions (Annex 1) and, by accepting the General Conditions, is fully binding on the Parties.


14. CONFIDENTIALITY

14.1 Confidential information of any kind transmitted by one Party shall be identified as such at the time of its communication to the other Party. The latter undertakes not to disclose it to third parties and to communicate it only to those members of its staff who need to know it, and to accord it the same degree of care and protection as it accords to its own confidential information. This obligation of confidentiality shall apply throughout the duration of these General Terms and Conditions and for five (5) years following their termination for any reason whatsoever, subject to information which is confidential pursuant to a legal obligation of confidentiality.

14.2 Notwithstanding the provisions of Article 14.1 above, the data put online on the Platform at the Customer's initiative are considered confidential by nature. Trezy undertakes to observe the strictest confidentiality as far as :
- The disclosure of such information is not imposed by the very purpose of the Services offered on the Platform. This disclosure nevertheless preserves the Customer's business secrecy;
- Trezy is not required by law or regulation to disclose such information;
- Trezy is not required by a judicial or administrative decision to communicate such information.

15. GUARANTEES

15.1 Guarantees and exclusions of Trezy's guarantees

15.1.1 Trezy guarantees to hold all the rights allowing it to publish the Platform, its Content as well as the present General Conditions.

In this respect, Trezy guarantees the Customer against any recourse from third parties concerning the intellectual property rights relating to the Platform and its Content. Trezy will indemnify the Customer for all reasonable costs he may have incurred in order to defend himself and will indemnify him for all sums he may have to pay in the event of a conviction or a settlement concluded with the agreement of Trezy.

15.1.2 Trezy guarantees that access to the Platform in accordance with the prerequisites mentioned in Article 6 of these General Terms and Conditions is not affected by any virus, Trojan horse or any other element likely to damage the Seller's computer equipment.

15.1.3 Trezy guarantees that its Partner has a high reputation in the field of application programming interfaces in the banking sector and that the latter implements advanced security measures to ensure the integration of data from the Customer's bank to the Platform.

However, the guarantees relating to the Partner's and the banks' IT solutions are the sole responsibility of the latter. These application solutions are edited and maintained by the Partner and the banks, made available to the Customer by the Partner from a website operated by the latter and hosted by or on behalf of the latter, in complete independence. Trezy therefore excludes any guarantee as to the ownership and the malfunctioning of the Partner's and the banks' application solutions.

15.1.5 The Customer acknowledges and accepts that Trezy does not guarantee the accuracy of the bank data integrated on the Platform insofar as these are copies of the data on the Customer's bank accounts and integrated by the Partner's application programming interface. Furthermore, Trezy does not guarantee that the data put online on the Platform are presented in real time, given the time required to update the data.

15.1.6 The Customer acknowledges and accepts that Trezy does not provide any guarantee in the event of failure of the Customer's equipment or information system as well as in the event of intervention by any third party mandated by the Customer likely to disrupt the proper functioning of the Services.

15.1.7 Trezy's guarantee is also excluded in the event of the Customer's failure to fulfil his obligations under the present General Terms and Conditions and in particular Article 12.

15.1.8 No guarantee is due to the Customer until the Customer has regularly paid the amounts due under the Subscription.

15.2.1 The Customer guarantees to use the Platform strictly in accordance with these Terms and Conditions.

15.2.2 The Customer declares and guarantees that he will not damage Trezy's image in any way whatsoever by inappropriate use of the Services and the Platform. In particular, the Customer guarantees that the bank accounts integrated into the Platform and the transactions he/she carries out through them are not illicit or contrary to public order.

15.2.3 By creating User Accounts in accordance with Article 6 of the General Terms and Conditions, the Customer guarantees that the Users provide accurate and up-to-date information regarding their identity and contact details. The Customer acknowledges that any erroneous information, whether knowingly or unknowingly, may give rise to a liability claim against it with a view to obtaining compensation for any loss suffered as a result of the provision of erroneous information. In addition, any usurpation of identity may, in particular, give rise to criminal proceedings, in accordance with the provisions of Article L.226-4-1 of the French Criminal Code, which states that "The fact of usurping the identity of a third party or of using one or more data of any kind allowing the identification of the third party with a view to disturbing his or her peace of mind or that of others, or to harming his or her honour or reputation, is punishable by one year's imprisonment and a fine of €15,000. This offence is punishable by the same penalties when committed on an online public communication network.

Trezy reserves the right to refuse the creation or to suspend or close a User Account in the event of doubts about this information. If necessary, Trezy will inform the Customer who will have to provide any proof requested by Trezy. Trezy will only activate or reactivate the User Account of the User concerned once it considers that the Customer has provided the necessary justifications. The suspension of a User Account does not release the Customer from his payment obligations, including for the period of suspension.

16. RESPONSIBILITY

16.1 Responsibility of Trezy

16.1.1 Trezy's liability can only be engaged in case of fault on its part leading to direct and proven damage to the Customer, provided that the latter demonstrates a direct causal link.Trezy's liability can in no way be engaged because of any indirect damage suffered by the Customer such as, but not limited to, loss of data, loss of clientele, loss of turnover or loss of profits.

16.1.2 Trezy cannot be held liable by the Customer if the latter finds at least part of the origin of his damage in the total or partial non-fulfilment of his obligations resulting from the present General Conditions.

16.1.3 The Services provided by Trezy are intended to assist the Customer in the management of his cash flow. These Services are only an information and decision support tool for the Customer and can in no way replace the Customer's decision making. The notifications, figures, graphs and forecasts are issued from algorithms and do not imply any human decision from Trezy. Consequently, these elements are totally objective mathematical and do not exempt the Customer from carrying out his own analyses. The Customer expressly waives the right to hold Trezy responsible for any decision he may have made based on the information received through the Services.

16.1.4 Trezy does not provide a data storage and retention service as a substitute for any other tool of the Customer. Consequently, the Customer may not in any case seek Trezy's liability due to the loss or destruction of data on the Platform.

16.1.5 Trezy is subject to the limits and characteristics of the telecommunications networks and services, and therefore cannot be held responsible for malfunctions or interruptions of the Services linked to the coverage of the Internet network or mobile telephone networks, whatever the duration or for whatever reason. Trezy is dependent, for the optimal functioning of its Services, on the application solutions of its Partner and the Customer's banks with which the latter has a direct contractual relationship. Trezy cannot therefore be held responsible for malfunctions or interruptions of the Services linked to the application solutions of the Partner or the Customer's bank. However, Trezy undertakes to use its best efforts to try to resolve these difficulties as soon as possible.

16.1.6 Trezy cannot be held responsible in the event of the suppression of Services which is at its sole discretion, of its contractual relations with its partners, or of a change in legislation making the Services inaccessible in whole or in part.

16.1.7 In any case, Trezy's responsibility is strictly limited to the Services it offers on the Platform.

16.1.8 In any case, Trezy's liability is limited to an amount equivalent to the amount of the commitment over the duration of the Customer's current Subscription, within the limit of twelve (12) consecutive months of Subscription.

16.1.9 Unless otherwise stipulated by the applicable legislation, without the possibility of waiver or contractual limitation, any action, legal or otherwise, relating to a liability of Trezy may not be brought more than one (1) year after the occurrence of its operative event.  Customer's liability

16.2.1 Any obligation placed on the Customer must be fulfilled by a User. Any obligation placed on a User is the responsibility of the Customer. The Customer assumes full responsibility for any breach of the General Terms and Conditions by any of its Users, and more generally by any of its agents, employees or any other person acting on its behalf.

16.2.2 The Customer uses the Platform and the Services under its own responsibility. The Customer, as an independent company with its own decision-making power, remains solely and exclusively responsible for all actions it takes when using the Services and for all decisions it makes on the basis of information provided to it via the Platform and when using the Services.

16.2.3 The Customer accepts and acknowledges that the Services are intended for business bank accounts. The Customer assumes all responsibility for the integration of a particular bank account.

16.2.4 The Customer shall remain personally and fully liable for all legal obligations incumbent on him.

16.2.5 The Customer remains personally and fully responsible for the proper functioning of its information system as well as all software and other IT tools that may interfere with the Platform.

16.2.6 The User is fully responsible for his Identifiers and for keeping them confidential. Trezy cannot be held responsible in case of unauthorised access to a User Account resulting from the loss or theft of the Identifiers.

17. TERMINATION

17.1 In accordance with the provisions of Article 7.2 of these General Terms and Conditions, each Subscription is concluded for a period of one (1) month, from date to date. The Customer does not have the option of terminating the Subscription early. The Customer who does not wish to continue the contractual relationship is invited to notify this intention in accordance with Article 7.2.3 of the General Conditions.

17.2 In accordance with the provisions of article 1225 of the Civil Code, Trezy may terminate the contractual relationship between them, and consequently the Subscription, in the event that the Customer fails to comply with the provisions of Articles 8, 10, 12, 14 and 15.2 of the General Conditions. It is understood that the aforementioned articles include all their sub-articles.

This termination may take place, unless otherwise agreed in these General Terms and Conditions, after sending an email with acknowledgement of receipt of formal notice to the Customer, allowing a minimum period of thirty (30) days to allow the Customer to remedy its default. The letter of formal notice shall expressly mention the present resolutory clause.

If at the end of the time limit, the Customer has not remedied its contractual default, the contractual relationship between the Parties, and consequently the Subscription, will be terminated automatically, without further formality or notice.

17.3 Notwithstanding the provisions of Article 17.2, the Parties accept and acknowledge that any breach by the Customer that damages the image and reputation of Trezy and the Platform causes irreparable damage to Trezy. This applies in particular to any administrative or criminal action or claim brought against the Customer.

In such a case, Trezy may terminate the contractual relationship, as of right and without notice, by sending the Customer an email with acknowledgement of receipt containing the reasons for its decision and mentioning the present resolutory clause.

17.4 Termination of the contractual relationship at the initiative of a Party shall not prevent that Party from seeking payment of any damages as compensation for the loss suffered as a result of the contractual failings of the other Party which led to the termination.

Termination of the contractual relationship does not terminate the clauses that inherently survive it. In particular, the provisions of Article 18 of the General Terms and Conditions shall apply in full.


18. CONSEQUENCES OF THE TERMINATION OF THE CONTRACTUAL RELATIONSHIP

At the end of the contractual relationship, for whatever reason :
- The Customer will no longer be able to access the Platform and any of the Services offered on it;
- Any month of Subscription that has started and has been debited, in accordance with the provisions of Article 8.2 of the General Terms and Conditions, will not be subject to any refund;
- Trezy undertakes to destroy, archive or anonymise Users' Personal Data according to the methods defined in the Privacy Policy;
- Any bank account integrated into the Platform continues to provide data on the Platform in accordance with the Partner's contractual conditions. Consequently, it is up to the Customer to expressly request from Trezy, from the Owner User Account or by email with acknowledgement of receipt, the deletion of all the data concerning him. Trezy then undertakes to communicate this request to the Partner;
- Trezy may continue to process in an anonymous statistical way all the Customer's data integrated to the Platform during the contractual relationship;
- The Customer may exercise his right to data reversibility in accordance with the provisions of Article 20 of the General Conditions.

19. FORCE MAJEURE

Any non-performance, partial or defective performance by one of the Parties of its obligations under the General Conditions resulting from a case of force majeure, within the meaning of Article 1218 of the Civil Code, shall not constitute a breach of the obligations of the General Conditions on the part of that Party and shall not engage its liability.

The occurrence of such an event of force majeure may suspend the performance of the Parties' obligations. To this end, the Party invoking a case of force majeure is required to notify the other Party by sending an email with acknowledgement of receipt containing any element of any nature intended to justify a case of force majeure meeting the conditions of Article 1218 of the Civil Code.

If the impediment resulting from the said case of force majeure lasts for more than two (2) months, the contractual relationship may be terminated automatically and without prior notice by either Party, subject to agreement to the contrary between the Parties, by sending an email with acknowledgement of receipt containing any element of any kind intended to justify (i) a case of force majeure meeting the conditions of Article 1218 of the Civil Code and (ii) the resulting termination of the contractual relationship. Termination of the contractual relationship on the grounds of force majeure shall be at the risk of the Party taking the initiative.

20. REVERSIBILITY

Within a period of three (3) months following the end of the contractual relationship between the Parties, whatever the cause, insofar as the Customer so requests and with a view to avoiding any interruption of the Customer's activity, Trezy undertakes to carry out the operations that will enable the Customer to take over or to have taken over by a third party the use of the Customer's data used on the Platform. The reversibility operations will include in particular the return by Trezy of all the data, files or other elements, owned by the Customer and made available to Trezy in order to carry out the contractual relationship between the Parties or produced by the Customer in the context of the use of the Platform.

On the other hand, the reversibility operations do not include technical assistance by Trezy to the third party designated by the Customer. The restored data are only made available to the Customer who will be responsible for their re-implementation in a digital environment with the service provider of his choice. Reversibility operations will be invoiced by Trezy, not included in the price of the Subscription. Trezy nevertheless undertakes to apply a reasonable rate, the estimate of which will be communicated to the Customer to enable him to validate the said service.

In order to best implement the provisions of the present clause, Trezy undertakes, throughout the duration of the contractual relationship between the Parties, to inform the Customer of any modification that may have an impact on reversibility.

21. MISCELLANEOUS PROVISIONS

21.1 If one or more of the provisions of the General Terms and Conditions are held to be invalid or declared as such in application of a treaty, a law or a regulation, or following a final decision of a competent court, the other provisions shall retain all their force and scope.

21.2 No act, delay in acting or other conduct, whether passive or active, on the part of either Party shall be deemed to constitute a waiver by that Party of any of its rights and claims under the General Conditions, unless such waiver is evidenced in writing signed by a duly authorised representative.

21.3 The Parties acknowledge and agree that the General Conditions cancel and replace any previous agreement, oral or written, binding on the Parties and relating to the same subject matter.

21.4 In case of contradiction between the title of a clause and the content of the same clause, the content of the clause shall prevail.

21.5 Subject to clear and explicit opposition by one of the Parties, the other Party may use the name of its company as a reference in a list of partners which may be circulated for canvassing and promotional purposes both internally and externally, including via the Internet.

21.6 Each of the Parties is independent and acts on its own behalf and in its own name. Nothing contained in any contractual document relating to these General Terms and Conditions shall be construed as creating between the Parties a mandate, a common entity or a subordinate relationship.

22. APPLICABLE LAW - DISPUTES

Only the French version of the contractual documents shall be enforceable against the Parties and shall be deemed authentic in the event of a dispute. Translated versions are provided for information purposes only.

These Terms and Conditions shall be governed by and construed in accordance with the laws and regulations of France.

In the event of a dispute relating to the formation, validity, performance or interpretation of the General Conditions, the Parties shall attempt to resolve their dispute amicably. To do this, the Party claiming a dispute undertakes to give formal notice to the other Party by email with acknowledgement of receipt, detailing the alleged breach(s). The Parties then undertake to find an amicable solution to their dispute within a period of one (1) month from the date of receipt.

If the Parties are unable to resolve their dispute amicably within the aforementioned period of one (1) month, jurisdiction is given to the Commercial Court of Paris or to the Judicial Court of Paris in the event that the latter is assigned jurisdiction by law or regulation.