Terms & Conditions of the Signature Platform
These general terms and conditions of use of the Signature Platform (the "General Terms and Conditions") govern the relationship between Alternative Loans Experience Technologies IP, a limited liability company, with a capital of 12 000€,registered at the Luxembourg Chamber of Commerce under the number B271612,whose registered office is located at 2C Parc d'Activités 8303 Capellen Luxembourg ("ALX IP " or "ALX LUX"), and the signatory of these General Terms and Conditions, who accepts them by clicking on the Signature Platform after having indicated its company name, its registered capital, its registered office, its registration number in the trade register and the identity of its legal representative (hereinafter the "Client").
ALX IP and the Client are individually or collectively referred to as the "Party or Parties".
1. PREAMBLE
ALX IP is offering the Client an innovative solution for financing its stock of second-hand vehicles, consisting of (i) a revolving credit facility offered by a partner financial institution enabling car dealer clients to have access to a line of credit that will be mobilised via a service platform, (ii) payment services offered by an electronic money institution,also a partner, in order to ensure the flow of money between the revolving credit provider and the Customer and (iii) a Service platform offered by ALX IP which enables car dealers to benefit from various services, and in particular to be put in contact with credit institutions to manage their financing requests concerning their stock of used vehicles.
Following the creation of his user account, the Customer will have access to certain services of the ALX LUX Services Platform free of charge, at the discretion of ALX LUX.
In order to benefit from the innovative financing solution and Premium services offered by ALX IP for ALX LUX and to finalize his relationship with ALX IP 's partners, the Client must provide all the information necessary on the platform made available by ALX IP to enable ALX IP 's partners to carryout the required regulatory checks and to ensure the identity of the Client and the powers of his legal representative.
Once ALX IP's partners have approved the Client's file, the Client may download and sign, from the platform made available by ALX IP, the revolving credit agreement proposed by the ALX IP's partner financial institution and subscribe to the general terms and conditions of use of the service platform as well as the general terms and conditions of the ALX IP's partner electronic money institution.
The purpose of this Agreement is to define the rights and obligations of the Parties concerning access to the platform made available to the Client by ALX IP and the signing of contractual documents with ALX IP's partners.
2. DEFINITIONS
The following terms shall have the following meanings when used in the Contract:
2.1. "ALX LUX" means Alternative Loans Experience Technologies IP, a company incorporated under Luxembourg law with a capital of €12,000, registered with the Luxembourg Chamber of Commerce under number B271612, whose registered office is located at 2C Parc d'Activités8303 Capellen, Luxembourg.
2.2. "ALX TECH" refers to the French subsidiary of Alternative Loans Experience Technologies Sarl, which has an IOBSP authorization from the ORIAS under the registration number 22006207 as anon-exclusive agent for banking and payment services.
2.3. "Payment Account" means the Client's payment account opened in the books of the Partner Electronic Money Institution to which the credit granted by the Financial Partner will be paid.
2.4. "ALX IP Content"means any information, data, documents, software, files, text, graphics,photos, audio visuals, music, illustrations, videos or other content made available through the Signature Platform, and which is owned by ALX IP , its licensors, or its Affiliates.
2.5. "Revolving Credit Agreement" means the agreement entered into between the Financial Partner and the Customer allowing the provision of a revolving credit line.
2.6. "Framework Agreement for Payment Services"means the framework agreement for payment services between the Partner Electronic Money Institution and the Client.
2.7. "Customer Data" means all data and information relating to the data (including text, graphics, photographs,audio-visual elements, music, illustrations, videos or any other content)provided to ALX IP by or on behalf of the Customer in order to process them and to make any updates or modifications thereto, carried out by the Customer or ALX IP.
2.8."Intellectual Property Rights" means all rights in and to the following regardless of how they were generated: trade secrets, patents, copyrights, trademarks, service marks, URLs, trade dress,brand features, know-how, moral rights, contract rights, code (executable,source and otherwise), and similar rights of any kind under applicable laws of any governmental authorities, or international treaties, including, without limitation, all filings and registrations relating to the foregoing.
2.9. "Duration" has the meaning set out in Article 10.1.of these General Conditions.
2.10. "Partner Electronic Money Institution"means the Swan electronic money institution, authorised to provide payment services and approved under number (CIB) 17328 by the Autorité de contrôle prudentiel et de résolution, or any other electronic money institution put in contact with the Client via ALX TECH.
2.11. "Confidential Information" means any information or material in tangible or intangible form (i) which is confidential and belongs to the Disclosing Party or its partners (such as ALX LUX,Partner Electronic Money Institutions or Financial Partners), is of value to the Disclosing Party, is not generally known to the disclosing Party's competitors and would cause damage to the disclosing Party if disclosed or (ii)which the disclosing Party obtains from a third party and treated by the disclosing Party as confidential whether or not it belongs to the disclosing Party.
2.12. "Working Day" means collectively the period extending from Monday to Friday of each week, excluding French statutory public holidays and any other date indicated by ALX IP to the Client in advance and in writing as being a public holiday(certain holidays may be celebrated on different days in different years).
2.13. "Software" means the object code relating to the software owned by ALX IP as well as any modified, updated or improved version or any additional modules relating to all software products supplied to the Customer by ALX IP, as well as all configurations of the Software.
2.14. "Financial Partner" means any bank or fund with which the Customer has concluded a Revolving Credit Agreement following their introduction by ALX IP and from which the Customer can request vehicle financing via the Service Platform.
2.15. "Signature Platform" refers to the platform made available to the Client by ALX IP and enabling it (i) to have access to certain services of the Services Platform free of charge at the discretion of ALX LUX (ii) to provide all the information necessary to enable ALX IP 's partners to carryout the required regulatory checks and to ensure the identity of the Client and the powers of its legal representative, (ii) to download and sign the Revolving Credit Agreement and (iii) to subscribe to the general terms and conditions of use of the Services Platform as well as the general terms and conditions of the Partner Electronic Money Institution.
2.16. "Service Platform" refers to the platform made available to the Client by ALX LUX and allowing the Client (i) to be put in contact with the Financial Partner in order to obtain financing for vehicles,(ii) to be put in contact with the Partner Electronic Money Institution in order to benefit from its payment services and (iii) to benefit from the services offered by ALX LUX or its partners.
2.17. "Affiliate" means any entity that controls a Party,is controlled by a Party or is controlled by an entity that controls a Party. For the purposes of the Agreement, the term "control" means(i) the power to direct, directly or indirectly, the affairs of an entity through voting rights, by contract or otherwise or (ii) the ownership of, or the power to vote for, fifty percent (50%) or more of the shares, units or voting interests of such entity.
3. LICENSING AND RESTRICTIONS
3.1. Grant of license. ALX IP grants the Client a limited, non-exclusive, non-transferable license without ALX IP's consent (unless authorized in application of article 11.6 of these General Terms and Conditions),without the right to sub-license without ALX IP's consent, authorizing remote access to and use of the Signature Platform in accordance with the terms of these General Terms and Conditions throughout the Term of the Contract, and only on [country] territory and for the purposes of the Client's conclusion of contracts with ALX France's various partners. ALX IP Signature Platform authorises the Client to use, copy and distribute ALX IP Content provided that (i) the use and distribution of ALX IP Content is limited to the Client, its representatives and/or clients; (ii)any use of ALX IP Content is exclusively for the purposes of the Client's business; and (iii)all copies of ALX IP Content retain all copyright or other proprietary notices. Any other use or distribution of ALX IP's Content is prohibited, unless authorized in writing by ALX IP.
3.2. Restrictions
(a) Restrictions on use. Unless expressly authorised in the Agreement, the Customer shall not: (i) modify, adapt, change,translate or create derivative works of the Software; (ii) merge any Software with other software, products or services (other than interfaces provided by ALX IP); (iii) sublicense, resell, redistribute, rent, lease, loan, disclose or otherwise transfer to a third party all or any part of the Software or any other related products and services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to derive the source or object code of the Software or any part thereof, unless it is essential to do so in order to achieve interoperability of such Software with other software in accordance with applicable law; (v) use all or part of the Signature Platform in order to provide similar services to third parties, or to allow third parties to remotely access the Signature Platform and use it to develop arrange of products or services that would be similar to the Services; (vi)publish or share with third parties the results of the performance of the Signature Platform; (vii) use or copy all or part of the Signature Platform other than as permitted under the Agreement; (viii) alter, misrepresent or delete any confidential information notice, proprietary right, copyright, trademark, trade secret, or patents of ALX IP; (ix)use framing techniques to enclose any trademark, logo or other proprietary information of ALX IP or use meta tags or any other "hidden text" utilizing ALX IP's name or trademarks, (x) use software or any automated system for extracting data from the Signature Platform ("screenscraping") for commercial or any other use, (x) contravene the exclusionary restrictions on the use of a data mining robot on the Signature Platform or avoid/circumvent any measure employed to prevent or limit access to the Signature Platform; (xii) use a deep link to any portion of the Signature Platform for any purpose; or (xiii) use any device or software that interferes or attempts to interfere with the normal operation of the Signature Platform.
(b) Reuse of ALX IP's Content. The Client shall refrain from systematically extracting and/or reusing parts of ALX IP Content without ALX IP express written autorisation. In particular, the Client shall refrain from using any data suction robot or any other similar data collection or extraction tool to extract a substantial part of ALX IP Content, without ALX IP express written consent.The Client also refrains from creating and/or publishing databases that include substantial parts of ALX IP Content without ALX IP express written consent.
(c) Unauthorised actions. The Customer shall not use the Signing Platform to: (i) violate any applicable law or regulation or act in a defamatory, indecent, obscene or pornographic manner; (ii) violate the rules intended to protect copyright, trademarks, trade secrets or any other property rights of third parties; (iii) delete or modify ALX IP's identification elements with the aim of deceiving others; (iv) access, or attempt to access, the accounts of others, or penetrate, or attempt to penetrate, the security systems put in place by ALX IP as well as the software or hardware of another entity, its electronic communication system or telecommunications system,whether or not this intrusion allows access to, or corruption or destruction of, data; (vi) collect, or attempt to collect, personal information about third parties without their consent; (vii) bypass, disable or otherwise interfere with the security features of the Signature Platform or with features that prevent or restrict the use or copying of any content, or limit the use of the Signature Platform (viii) (ix) violate or encourage others to violate, either intentionally or unintentionally, any applicable law, order or regulation; (x)provide false or misleading information; (xi) solicit personal information from others ; (xii) delete, add to or otherwise change the User Content of others; (xiii)remove or alter any copyright or other proprietary notices contained in or associated with any content on the Signature Platform; (xiv) publish threats of violence, promote or encourage others to engage in violence or illegal activities.
(d) Removal of files. ALX IP reserves the right to remove from the Signing Platform any files that may damage the Signing Platform or that are in violation of this article 3.2, provided that ALX IP informs the Customer in writing within two (2) Working Days following the removal of said files. The removed files will be placed in a temporary quarantine zone until the Parties mutually agree on the fate of said files. The Customer agrees to the removal of these files from the Signing Platform and waives any claim following their removal.
3.3. Proprietary Rights. As agreed between the Parties, and subject to the provisions of the Agreement, ALX IP shall retain ownership of all Intellectual Property Rights relating to the Signature Platform (the "ALX IP Proprietary Technology"). The Client does not acquire any rights to the ALX IP Proprietary Technology.The Client also acknowledges that the ALX IP Proprietary Technology contains confidential information belonging to ALX IP and its third party suppliers and that nothing herein grants the Client any right,title or interest in the ALX IP Proprietary Technology unless expressly stated otherwise in the Agreement. The Customer undertakes to inform ALX IP immediately of any infringement or improper actions affecting ALX IP's Confidential Information or related Intellectual Property Rights that have come to theattention of the Customer.
3.4. Rights reserved. All title, ownership rights and all Intellectual Property Rights relating to the Signature Platform shall remain the exclusive property of ALX IP or its suppliers. The Customer acknowledges that the Software, in the form of source code, constitutes Confidential Information or a trade secret belonging to ALX IP and/or its suppliers, and that under the terms hereof, the source code is not licensed for use and will not be provided by ALX IP . Unless specifically provided for in the Agreement, no implied right or license or right of any kind is granted to the Customer in respect of the Signature Platform or any part thereof. Nothing in the Agreement grants a Party the right to use the names and trademarks of the other Party, with the exception of the licence to use granted in accordance with the terms of the Agreement. Any use of such marks by either Party shall be for the benefit of the owner of such marks, whose use shall be subject to a specification supervised by the owner.
4. PASSWORDS
4.1. Customer's obligations. The Customer shall receive all the passwords required to use the Signing Platform, which may not be shared with any other individual. The Customer undertakes to change the said passwords immediately on the first use of the Signing Platform. The Customer remains fully responsible for maintaining the confidentiality of these passwords. The Customer remains responsible for access to and use of the Signing Platform by the Customer's passwords.
4.2. Unauthorised access. ALX IP is not responsible for unauthorized access and/or use of the Signature Platform by third parties who have independently accessed a Customer instance on the Signature Platform and/or related information. The Customer shall promptly inform ALX IP of any unauthorized use of the Signature Platform or any other breach of security occurring as a result of the Customer's activities or of any vulnerabilities that the Customer believes are contained in or created by the Signature Platform so that ALX IP may take or recommend appropriate remedial action. ALX IP shall in no event be liable for any loss or damage resulting from the Customer's failure to comply with the provisions of this article 4.
4.3. ALX IP and the Client undertake (a) to maintain and update a standard anti-virus program within their respective computer systems and (b) to make all commercially reasonable efforts to carry out checks on documents attached to electronic messages of which one of the Parties is the recipient before saving said attached documents on the hard disks or servers of their respective companies.
5. FEES AND PAYMENT CONDITIONS
The ALX IP financing solution is presented to the Client free of charge. ALX IP is remunerated by commissions paid by its partners and the Client shall not be liable for any commission or fees charged by ALX IP for the presentation of its partners' credit offers.
6. CONFIDENTIAL INFORMATION
6.1. Disclosure of Confidential Information. Each Party shall not use or disclose the Confidential Information of the other Party except as necessary to perform its obligations under the Contract. The Contract and its terms constitute Confidential Information. Disclosure of Confidential Information to employees of the Parties hereto shall be limited to those whose knowledge of such information is necessary for the performance of the Party's obligations under the Contract. The Customer acknowledges that all parts of the Signature Platform are Confidential Information belonging to the Service Provider and/or its licensors, and the Customer agrees to treat such information as Confidential Information in accordance with the terms of the Agreement. The Party receiving the Confidential Information shall only allow its independent contractors to receive the Confidential Information after entering into a non-disclosure agreement with them, the terms and restrictions of which shall be no less protective than those of the Agreement; provided that the receiving Party shall not allow the Provider's competitors to have access to such Confidential Information.
6.2. Regulated disclosure. If a Receiving Party is subject to a legal proceeding in which it may be legally compelled to disclose Confidential Information belonging to the Disclosing Party (whether by oral questioning, deposition, interrogation, request for documents, subpoena, request for civil investigation or similar proceeding or under regulation, regulation or other applicable law), the Receiving Party shall promptly inform the Disclosing Party of the foregoing prior to making any disclosure so that the Disclosing Party may, in its discretion, seek a protective order or other appropriate remedy or waive the confidentiality provision of the Agreement. In the event that a protective order or other remedy is not obtained, or if the Disclosing Party waives enforcement of this confidentiality provision, then only such Confidential Information or portions thereof as it is legally required to disclose (pursuant to a written legal opinion from its counsel) may be disclosed. In the event that the Service Provider receives such a request from a foreign authority, the Service Provider shall notify the Client as soon as possible. ALX IP undertakes not to disclose any Confidential Information to any foreign authority unless such request has been recognized by the national court provided that the request for a protection order is in accordance with the procedure described above; provided, however, that nothing in this Article 6.2 shall oblige ALX IP to violate applicable court decisions and law.
6.3. Exclusions from Confidential Information. For purposes of the Agreement, Confidential Information does not include information or material that (a) enters the public domain (other than as a result of a breach of the terms of the Agreement); (b) was in the possession of the Party receiving the Confidential Information prior to its receipt by the disclosing Party; (c) is independently developed by the receiving Party without the use of the Confidential Information; or (d) is obtained by the receiving Party from a third party who is under no confidentiality obligation to the disclosing Party. The Party receiving the Confidential Information shall be entitled to use, for any purpose it deems appropriate, the Residual Information obtained under the Agreement, provided that the receiving Party shall not disclose the Disclosing Party's Confidential Information except as expressly permitted under the Agreement. The term "Residual Information" means ideas, know-how and techniques contained in unsolicited submissions by personnel of the Receiving Party who have had access to the Disclosing Party's Confidential Information under the Contract. The Receiving Party shall have no obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of Residual Information. However, this Article shall not be construed as granting the Receiving Party a license to the Disclosing Party's copyright or patent rights. The use and protection of the Customer Data shall be governed by Article 7 of the Agreement.
6.4. Duration and Remedies. The confidentiality obligations set forth in this Section 6 shall continue indefinitely after termination or expiration of the Agreement and for so long as the Confidential Information constitutes a trade secret under applicable law, and shall continue for three (3) years after termination or expiration of the Agreement with respect to Confidential Information that is not a trade secret. The receiving Party acknowledges that the disclosure of any Confidential Information or trade secrets by it or its employees will result in irreparable harm to the disclosing Party or the owner of such information, which cannot be adequately compensated by damages. Accordingly, the disclosing Party shall be entitled to seek any interim relief in this regard, including injunctive relief or enforcement against the potential or actual breach of the undertakings given under this Article 6, in addition to any other remedies it may have.
7. CUSTOMER DATA AND SECURITY
7.1. The Customer Data. The Customer assumes full responsibility to its employees, suppliers, representatives, agents and customers (the "Customer Representatives") for the transmission of Customer Data sent directly by the Customer to ALX IP . The Client shall ensure that all Client Representatives provide such Client Data to ALX IP either through an encryption process or through a secure transport mechanism. The Client assumes full responsibility for preventing unauthorised access and undertakes to protect the Client Data in an appropriate manner before and during transmission or transfer to ALX IP . The Customer and the Service Provider acknowledge that the effectiveness of the Signature Platform depends on the accuracy and completeness of the Customer Data. The Client accepts full responsibility for any errors in the Signature Platform resulting from incorrect or incomplete Client Data provided to ALX IP by the Client or the Client's Representatives.
7.2. Protection of Personal Data. The Customer acknowledges that for the purposes of the Contract, it is considered to be the Data Controller (in accordance with the definition contained in the General Data Protection Regulation (EU) 2016/679 (the "GDPR")), and that Customer Data will be processed by ALX IP , as a Subcontractor, for the purposes of its relationship with the Customer and in order to fulfil its obligations under the Contract, including in relation to the transfer of Customer Data to countries outside the European Economic Area (the "EEA"). To the extent that any Customer Data contains information that is subject to European legislation regarding data protection or privacy, including the RGPD ("Personal Data"), the Customer shall be responsible for compliance with such legislation in relation to the right to use and/or process such Personal Data and to transfer it to ALX IP , and for ALX IP 's right to hold the Customer Data and the Personal Data in electronic form for the purpose of using it in the performance of its obligations under the Agreement. ALX IP shall ensure that all Personal Data is processed in accordance with the provisions of Appendix 1 on the processing of Personal Data.
7.3. Operational measurements. From time to time, ALX IP may collect and process technical and related information about the Customer's use of the Signature Platform (which may include, but is not limited to, ingestion volume, search concurrency, number of unique user connections, Internet Protocol address, session duration, policy, claims and risk data, frequency, severity and type of risk or claim and other similar data), as well as certain aggregated and anonymized data about the Software and Services or the Signature Platform environment and configuration, and use this information to troubleshoot, bill, analyze trends and improve the Signature Platform. ALX IP may also analyze and aggregate such data and information with data and/or information that ALX IP has obtained or may obtain from other customers, publicly available sources and/or data providers, and may disclose such analysis and aggregated data to potential or current customers of ALX IP , provided that (i) such data is synthesized and anonymized prior to such use, and (ii) ALX IP does not use such synthesized and anonymized data in any manner that makes the Customer identifiable.
8. WARRANTY AND EXCLUSION OF LIABILITY
8.1. Customer Warranty. The Customer represents and warrants that the Customer is authorised to provide ALX IP with the Customer Data and that ALX IP is authorised to use the Customer Data for the sole purpose of enabling the Customer to access the Signing Platform and subsequently the Services Platform.
8.2. Exclusions. ALX IP does not guarantee and declines any liability (a) in the event of the Customer being unable to access the Signature Platform except in the event of an internal computer error in the Signature Platform, or (b) in the event of the occasional suspension of the operation of the Signature Platform due to repairs, maintenance or the addition of new functions or services.
8.3. Relations with third parties. ALX IP's liability is limited to the provision of the Signature Platform to the Client. ALX IP will not be responsible for any decision taken by its ALX LUX partners, Partner Electronic Money Establishments, Financial Partners or others concerning the conclusion, execution or termination of contracts with the Client, to which ALX LUX remains a third party.
8.4. Links. The Signature Platform may contain links to other sites not operated or controlled by ALX IP and for which ALX IP is not responsible (the "Other Websites"). ALX IP provides these links for information purposes and does not verify their content. ALX IP disclaims any form of liability with respect to the Other Websites, or for any loss or damage resulting from the Customer's use of the Other Websites. The Customer should refer to the terms and conditions, privacy policy, and other rules posted on these Other Websites before using them. The Customer agrees not to link to the Signature Platform from any website, whether or not controlled by the Customer.
8.5. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER ALX IP , ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, CONDITION, OR REPRESENTATION TO THE CUSTOMER, ALX IP DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, CONDITION OR REPRESENTATION TO THE CUSTOMER, OR ANY OTHER PERSON OR ENTITY REGARDING THE SOFTWARE AND THE PLATFORM, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OR CONDITION OF SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF NON-INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE. ALX IP DOES NOT WARRANT THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE.
9. LIMITATION OF LIABILITY
9.1. Limitation of Remedies. EXCEPT AS OTHERWISE PROVIDED BY LAW, IN NO EVENT SHALL ALX IP BE LIABLE TO THE CUSTOMER, OR ANY OTHER PERSON OR ENTITY, FOR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RESULTING FROM LOSS OF BUSINESS (INCLUDING LOSS OF PROFITS, REVENUE, CONTRACTS, EXPECTED SAVINGS, DATA, GOODWILL, OR UNNECESSARY EXPENSES), LOSS OF REVENUE, LOSS OF RIGHT OF USE, LOSS OF REPUTATION, PAYMENT OF REGULATORY FINES, COST OF RESTORING LOST DATA, COST OF REPLACING HARDWARE, SOFTWARE, OR DATA.
9.2. Maximum liability. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL THE TOTAL ANNUAL LIABILITY OF THE PROVIDER TO THE CLIENT UNDER THE CONTRACT, FOR ANY REASON WHATSOEVER, EXCEED THE SUM OF FIVE HUNDRED (500) EUROS.
9.3. EXCLUSIONS. ALX IP DOES NOT EXCLUDE ITS LIABILITY (IF ANY) TO THE CUSTOMER (A) FOR PERSONAL INJURY OR DEATH CAUSED BY ALX IP , (B) FOR ANY OTHER MATTER FOR WHICH IT WOULD BE UNLAWFUL FOR ALX IP TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY OR (C) FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
10.DURATION AND TERMINATION
10.1. Duration and renewal. The Contract is concluded for a period of three (3) months from its signature by the Parties (the "Term"), unless it is terminated early in accordance with this Article 10. The Contract shall come into force on the date of its signature by both Parties.
10.2. Termination for Default. If one of the Parties should fail significantly to fulfil its obligations under the Contract without remedying or attempting to remedy the same in a substantial manner within thirty (30) days of receipt of a written notice detailing the failures observed, the non-defaulting Party may, after sending a written notice to the defaulting Party, terminate the Contract.
10.3. Termination for fraud or breach of applicable regulations. In the event of failure to comply with the applicable regulations and, in particular, in the event of fraud or attempted fraud by the Client, ALX IP reserves the right to terminate the Agreement and to inform any partner, including the Financial Partner and the Partner Electronic Money Institution.
10.4. Effect of Termination. Within thirty (30) days (or earlier if ALX IP makes a reasonable written request) of the effective date of termination of the Agreement for any reason, the Customer agrees to destroy or return to ALX IP all property belonging to ALX IP , including but not limited to Confidential Information belonging to ALX IP . Upon termination of the Agreement for any reason, all rights and licenses granted to the Customer by ALX IP under the Agreement shall immediately cease.
10.5. Survival. Termination of the Agreement shall not affect the survival of the provisions concerning the treatment by the Client or ALX IP of the Confidential Information, the limitation or exemption of liability provisions, or the termination provisions, which shall survive such termination.
11. GENERAL
11.1. Marketing. Subject to its prior written consent, the Customer authorises ALX IP to make reasonable reference to the Customer's status as a user of the Signature Platform, including by means of captioned quotations appearing in product documentation or in advertisements, websites, articles, press releases, marketing materials, presentations and the like, and allows its occasional use as a reference for potential new users.
11.2. Force Majeure. Neither ALX IP nor the Client shall be liable to each other in the event of delay or failure to perform as a result of causes reasonably beyond their control, the non-exhaustive list of which is given below: riots, epidemics, weather conditions, acts of third parties, fire, flood, terrorism, war, enemy acts, embargoes or work stoppages, industrial disputes or strikes. ALX IP and the Client shall promptly inform the other Party of the occurrence of any event that may lead to a delay or failure in performance. If the case of force majeure continues to significantly prevent the performance of the obligations for more than thirty (30) days, the other Party shall be entitled to terminate the Contract.
11.3. Independence of the Parties. The Parties shall act as independent co-contractors throughout the Term of the Contract, and nothing in the Contract shall, under any circumstances whatsoever, be interpreted as conferring on one of the Parties the status of agent, commission agent, distributor, representative, co-employer or principal of the other Party. Each of the Parties may not, therefore, create any rights or obligations, of whatever nature, in the name and on behalf of the other Party. The Parties undertake always to behave as loyal co-contractors and in good faith towards each other. The Parties expressly agree that the Contract does not in any way constitute a company between them, and a fortiori a general partnership or a de facto company.
11.4. Entirety of the Contract. The Contract and any amendments thereto signed by the Parties constitute the entire Contract between the Parties with respect to the subject matter hereof and supersede all previous negotiations, representations and proposals, whether written or oral (except for fraudulent representations). Neither Party has relied on any statement not contained in the Contract to induce the conclusion of the Contract. The Contract shall be fairly construed and interpreted in accordance with the plain meaning of its terms, without presumption or a priori against the drafting Party in respect of the meaning or interpretation of the provisions of the Contract.
11.5. Modifications. ALX IP is entitled to modify the Signing Platform and the General Terms and Conditions at any time at its sole discretion. It is the Customer's responsibility to keep informed of such changes. Continued use of the Signing Platform confirms that the Customer accepts any changes to the General Terms and Conditions. Any version of the General Terms and Conditions cancels and replaces the previous versions. Unless otherwise specified herein, any changes to the Signing Platform or the General Terms and Conditions shall apply to all users, including those using the Signing Platform before the date on which such changes take effect.
11.6. Assignment. Unless otherwise specified in the Agreement, the Agreement and all rights and obligations may not be assigned (by operation of law or otherwise) in whole or in part by the Client without the prior written consent of ALX IP and any attempted assignment shall be null and void; however, either Party shall have the right to assign the Agreement to another entity of its group in connection with a reorganisation, merger, consolidation, acquisition or other restructuring involving all or substantially all of the voting securities and/or assets of the assigning Party upon written notice to the non-assigning Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their legal representatives, permitted transferees, successors and assigns to the extent permitted by the Agreement.
11.7. Waiver and invalidity. No failure or delay in exercising any of the rights set forth herein or in exercising any part thereof shall be deemed a waiver of such rights or of any other rights set forth herein. In the event that any provision of the Agreement is held by a court of competent jurisdiction to be invalid, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of such provision and all other provisions of the Agreement shall remain valid and enforceable to the fullest extent permitted by applicable law.
11.8. Processing of complaints. ALX IP undertakes to deal with any complaint concerning Customer Data and Personal Data within the following time limits: (i) a maximum of ten (10) working days from receipt of the complaint, to acknowledge receipt, unless the response itself is sent to the Customer within this time limit; (ii) a maximum of two (2) months between the date of receipt of the complaint and the date of sending the response to the Customer, except in the case of duly justified special circumstances.
11.9. Governing Law. All contractual or non-contractual obligations arising out of or in connection with the Contract shall be governed by French law and the Contract shall be construed in accordance with French law. In respect of all actions or legal proceedings arising out of or relating to the Contract (whether arising out of or relating to contractual or non-contractual obligations), each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of Paris and waives any objection to proceedings being brought before such courts on the grounds of location or on the grounds that proceedings are being brought in an unsuitable jurisdiction. ALX IP and the Customer undertake to bring the matter before the competent courts only after having made every effort to resolve the disputes by mutual consultation. The Parties acknowledge that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract or to the Parties.
11.10. Conclusion of the Contract. The Contract is concluded electronically on the Signature Platform, after the identity and powers of the Customer's representative have been duly verified. It is agreed between the Parties that the Contract shall be signed by the Customer's representative. Appendix 2 concerning the pre-contractual information relating to banking regulations shall appear when the Customer first logs on to the Signing Platform. The Customer accepts that any amendment or modification to these General Terms and Conditions, as well as any new contract, may be concluded electronically on the Signature Platform by a simple click expressing the will of his representative, the use of his login and password on the Signature Platform constituting sufficient proof of the identity of his representative, and waives any recourse in this respect. A copy of the Contract and its amendments will be kept by ALX IP in the Customer's personal space on the Signature Platform. The Parties agree that this copy shall be deemed authentic between the Parties and the Customer waives any recourse concerning the validity of the Contract.
11.11. Communication of documents. The Client certifies to ALX IP that all the documents and information communicated on the Signature Platform, enabling the partners to carry out the required regulatory checks, are accurate and do not contain false, inaccurate or misleading information. The Customer shall refrain from disputing the content of the documents and information that he has communicated on the Signature Platform.
11.12. Agreement of proof. The Client acknowledges that the electronic signature of one of the contractual documents uploaded on the Signature Platform constitutes proof of its consent and commits it to ALX IP's partners. The Client also acknowledges that any contract signed electronically (i) shall constitute the original of said document, (ii) shall constitute evidence in writing, which may be validly relied upon by the Parties and (iii) shall be capable of being produced in court in the event of litigation. Contracts concluded with ALX IP 's partners shall only become applicable once they have been countersigned by ALX IP 's partners.
11.13. Electronic communications. The Parties will communicate with each other electronically by various means, such as email, SMS, or notification messages on the Signature Platform. For contractual purposes, the Customer agrees that all agreements, information, disclosures and other communications that the Parties send electronically fulfil all legal requirements for communications in writing, unless a specific mandatory law imposes another mode of communication.
PRECONTRACTUAL INFORMATION
Pre-contractual Information
In accordance with the regulations applicable to the status of banking intermediaries, we bring to your attention the following information:
The information collected on this form is recorded in a file processed by ALX TECH in order to enable ALX TECH to prove that it complies with its legal obligations to provide precontractual information.
They are kept for a period of five (5) years and are intended for the ALX TECH compliance department.
In accordance with the French Data Protection Act and the General Data Protection Regulation (RGPD), you may exercise your right to access, delete, oppose, withdraw and rectify data concerning you by contacting: dpo@infinit.com
You can also set out instructions on what to do with your data after your death or lodge a complaint about the processing of your data with the Commission Nationale Informatique et Libertés (CNIL), the French data protection authority.
1. THE COMPANY
Identity of the intermediary :
Name / company name (legal form) / SIREN : ALX TECH
Legal form : Simplified joint stock company
SIREN : 917 874 703 R.C.S. Paris
Registered office / business address : 10 rue de la Paix 75002 Paris
Registered with the Orias under the number 22006207 under the category (you can check this registration on the ORIAS website: www.orias.fr/welcome):
Non-exclusive banking and payment services agent: performs intermediation under one or more non-exclusive mandates issued by one or more credit or payment institutions
We are supervised by the Autorité de Contrôle Prudentiel et de Résolution (ACPR)
Postal address: 4 place de Budapest, 75436 PARIS cedex 09
Website: https://acpr.banque-france.fr/
Contact details: 01 49 95 40 00
Handling of complaints :
We undertake to deal with your complaint within the following time limits:
- A maximum of ten working days from receipt of the complaint to acknowledge receipt, unless the response itself is provided to the customer within this period;
- A maximum of two months between the date of receipt of the complaint and the date of sending the reply to the customer, except in the case of duly justified special circumstances;
All complaints should be sent to the following address: claims@infinit.com
2. BANKING PARTNERS
A. DEMARCH
1. FCA BANK
We carry out the activity of canvassing for revolving credit lines on behalf of the French branch of FCA Bank S.p.A., 6 rue Nicolas Copernic 78190 Trappes (Bank Code (CIB): 27733).
This activity is supervised by the AMF and the ACPR.
2. SWAN
We also carry out the activity of payment service intermediary for payment services on behalf of the payment institution SWAN, 95 Avenue du Président Wilson 93100 Montreuil France (Bank Code (CIB): 17328).
This activity is supervised by the AMF and the ACPR.
B. BILLING METHOD AND REMUNERATION OF THE PROFESSIONAL
1. FCAB BANK
We are remunerated by commissions paid by our banking partners. You will not be liable for any commission or fees charged by us for submitting credit offers from our partners.
We remind you that, pursuant to Article L519-6 of the Monetary and Financial Code, "It is forbidden for any natural or legal person who assists, in any capacity whatsoever and in any manner whatsoever, directly or indirectly, in obtaining or granting a loan of money, to receive a sum representing a provision, commission, research costs, steps, file preparation or any other mediation, before the actual payment of the funds lent. It is also forbidden, before the remittance of the funds and the copy of the deed, to present bills of exchange to the borrower for acceptance, or to have him subscribe promissory notes, in order to recover the brokerage fees or commissions.
A credit agreement is likely to have serious consequences for your financial situation and for your assets, if any, placed as security. In the event of non-payment of the credit applied for, you may owe the credit institution the outstanding capital plus interest for late payment, as well as an indemnity.
2. SWAN
We pay our payment partner for the payment services provided to our customers. You will not be liable for any commission or fees charged by us for the submission of our partner's payment services.
C. EXERCISE OF THE RIGHT OF WITHDRAWAL
Pursuant to Article L. 341-16 of the French Monetary and Financial Code, you have a period of fourteen calendar days after the end of which to exercise your right of withdrawal, without having to justify your decision or pay any penalties. The period during which you can exercise the right of withdrawal starts from the day the credit agreement is concluded or from the day you receive the contractual conditions and information, if this date is later, by registered letter with acknowledgement of receipt. Please find the form for exercising the right of withdrawal following a direct marketing action in the Annex.
D. LAW APPLICABLE TO THE PRE-CONTRACTUAL RELATIONS AND THE CONTRACT - CHOICE OF COURT CLAUSE
1. FCA BANK
The credit agreement shall be subject to French law. Any dispute arising from the execution of the contract shall be subject to the exclusive jurisdiction of the courts of Paris.
2. SWAN
The General Terms of Use of the SWAN Account are subject to French law. Any dispute arising from the execution of the contract will be subject to the exclusive jurisdiction of the courts of Paris.
Annex: Withdrawal form provided for in Article L. 341-16 of the Monetary and Financial Code
Mr/Ms
[ ], on [ ]
Registered letter with acknowledgement of receipt for the attention of the Bank
This withdrawal is only valid if it is sent before the expiry of the 14-day period provided for in Article L. 341-16 of the Monetary and Financial Code, legibly and fully completed.
I (we) the undersigned,
..... (company name), ..... (form) with a capital of ..... (capital) €, whose registered office is located ..... (registered office), registered in the Trade and Companies Register under the number ..... (SIREN number), represented by ..... (first name) ..... (name), in his capacity as ..... (capacity),
declare that I (we) renounce the advice offered by means of canvassing for which I (we) have concluded the Credit Agreement with FCAB.
Yours sincerely
Done at : .............................................
On: ..................................................
Signature(s) of holder(s)
