# SPENDESK TERMS AND CONDITIONS Current version published on __22/04/2019__. The current version takes effect on __22/04/2019__. ## 1. DEFINITIONS In these terms and conditions, the following terms and expressions shall have the following meanings: __Account(s)__ means an Electronic Money account and/or a payment account, provided and maintained in Your name by the EMI’s; the Accounts do not constitute banking accounts but shall be used for the execution of payment transactions; __Account Balance__ means the sum of the funds present on your different Accounts, i.e. Electronic Money Account and Payment Account; __Agreement__ means the agreement You enter into with Us upon Our and the EMI’s acceptance of Your registration (through the Owner) as a customer on the Platform, and which is subject to the Terms; __AML Checks__ means all the relevant legal and regulatory requirements resulting from French rules, relating to the prevention of money laundering and terrorist financing, as may vary from time to time, and applicable to the EMI’s in relation to the Cards and the services inherent therein; __ATM__ means an automated teller machine or cash dispenser bearing the Card Scheme's acceptance mark; __EMI(s)__ means both Electronic Money Institutions authorized to issue, and which issues, the Cards and the Electronic Money, and which provide and maintain the Account(s); __EMI's Contractual Documents__ means the Cards Terms and Conditions and the Framework Agreement for Payment Services, and any other contractual documents to be entered into between You and the EMI’s, as they are posted on the Platform, from time to time or otherwise communicated to the Owner acting on Your behalf: - For Accounts in denominated currencies: - EURO: SFPMEI Framework Agreement for Payment Services; - GBP: Transact Payment Limited current account terms and conditions of use and schedule. - Transact Payments Limited cards terms and conditions of use and schedules: - for virtual cards in denominated currencies: EURO, GBP, USD; - for plastic cards in denominated currencies: EURO, GBP, USD; - for virtual cards with high limits (for exceptional use only), in denominated currencies: EURO, GBP, USD. __Card__ means any (re)loadable card, issued to the Users and pursuant to the Card Terms and Conditions; Cards are issued by the Issuer; __Card Fees__ means all the fees payable to the Issuer in respect of the Cards, which are deducted from the Account(s) and which are related to Transactions and use of the Card, as such fees are set out and charged by the Issuer in accordance with the Card Terms and Conditions; __Card Scheme__ means Mastercard® and/or any other similar card scheme, as may be indicated on the Platform; __Card Terms and Conditions__ means the terms and conditions (as may vary from time to time and as published on the Platform or as otherwise communicate to the Users) between You and the Users on the one hand and the Issuer on the other hand relating to use and operation of the Cards, including any specific terms and conditions relating to an individual Card; __Charges__ means sums payable by You to Us in respect of the Services and the use of the Cards, including the Fees; __Credentials__ means the identification techniques which must be used by any User in order to identify themselves with US for any instruction or request entered into the Platform in relation to the issuance, operation and management of their Card(s); such techniques may include an address, (mobile) phone number, PIN code, or any other security features which we think are appropriate to implement with a view to safeguarding Your privacy, rights and interests; the type of credentials required by Us may vary from time to time and will be indicated on the Platform; __Electronic Money__ means electronically, including magnetically, stored monetary value as represented by a claim on the issuer which is issued on receipt of funds for the purpose of making payment transactions and which is accepted by a natural or legal person other than the Electronic Money issuer; __Fees__ means the fees payable to Us for the Services, as they may vary from time to time in accordance with the Terms; Fees may be linked to certain Services plan, and are disclosed on the Platform; they are deemed accepted by any User upon his/her registration on the Platform; __Card Issuer__ means Transact Payment Limited, which issues the Cards and the Electronic Money; __Owner__ means the physical person subscribing to our Services via the Platform, on Your behalf. The Owner’s role and permissions are described in 4.1; __Payment Services__ means (i) Services enabling cash withdrawals from a payment account as well as all the operations required for operating a payment account, (ii) Execution of payment transactions (payment card or credit transfers), including transfers of funds on a payment account with the user's payment service provider or with another payment service provider, (iii) Issuing of payment instruments and (iv) Acquiring of payment transactions; Payment Services are provided by one or both EMI’s; __Platform__ means the electronic facilities provided by Us in order to access and use the Services, i.e., accessed the website available at https://www.spendesk.com operated by Us (and/or any other website that we may notify to You from time to time), or any application that may be used on a mobile device and which would be made available by Us; __Shortfall__ means an insufficient balance on a Card to cover Transaction Charges and Card Fees incurred on a Card; __Services__ means access to the Platform and related customer support services provided by Us to You and the Users in connection to the use of the Platform and the Payment Services, in accordance with the functionalities, features and conditions set out on the Platform, as the may vary from time to time. The Services, to the extent that they relate to the Cards and the associated Payment Services, consist in communication services between You and the Users on the one hand and the EMI’s, which are the entities issuing the Cards, issuing the Electronic Money and/or providing the Payment Services inherent therein, on the other hand; Services include the access to certain features of the Platform for the management of the Cards issued at the request of the Users; __Transaction__ means any payment transaction that are covered by the Payment Services; __Transaction Charges__ means the amount of the payment or withdrawal made with a Card, inclusive of transaction costs charged by the payee or the ATM provider; __User__ means any person authorized by You (acting through the Owner) to expend the funds loaded on a Card and the Account(s), subject to the Contractual Documents and these Terms; for the avoidance of doubt, the Owner is a User; __“We”, “Us”, or “Our”__ refers to Spendesk SAS, or to the acts, assets, rights and obligations of that company as the case may be; __Working Day__ means all days except Saturdays and Sundays and public holidays in France; __“You” ,“Your”, or “Yours”__ refers to the organization on behalf of which the Owner enters into this Agreement, and which for all purposes stated herein is represented by the Owner. ## 2. PURPOSE Spendesk provides You with an online corporate finance management software to manage your business corporate expenses and purchases. Through the Use of our Services, you will be given access to Payment Services provided to you by several EMIs, and that you can manage through Spendesk Services. The purpose of These Terms and Conditions (hereinafter the or Our “Terms”) is to define how to use Our Services and Our Platform, our obligations as a service provider and your obligation as a customer, in accordance with EMI’S Contractual Documents You have to agree. ## 3. ACCESS TO THE SERVICES ### 1. Registration. If You fulfill the eligibility criteria disclosed on the Platform (as may vary from time to time), the Owner may, on Your behalf, apply to register You for the Services and the Cards, by following the registration steps described on the Platform, including acceptance of the Terms, the Fees, and the EMI’s Contractual Documents, including AML Checks provided by EMI’s. As of the date of these Terms, Owners may only register companies registered in the European Economic Area (EEA). We may subject the completion of Your registration to the condition that the Owner provides satisfactory evidence, or and/or that the Owner represents, under his/her personal, responsibility that he/she is authorized to act on Your behalf for such purpose, including for the acceptance of Our Terms and EMI’s Contractual Documents in Your name and for Your account. We may refuse the Services to any applicant in Our discretion, without being bound to explain Our refusal. Access to the Services will not be granted or maintained if one of the EMI’s refuses to issue (maintain) any Payment Services to any User. ### 2. Scope of Services. The Services may be used in order to apply to the EMI’s rules, for notifying Your acceptance of Our Terms and the EMI’s Contractual Documents, and for the determination of the Users, certain features of the Payment Services, and the conditions under which the Payment Services may be used by any such User, all in accordance with the functionalities and options proposed from time to time by the Platform. Except for the application process for Cards (including acceptance of the EMI’s Contractual Documents), the Services are at all times predicated on the assumption that the balance of the funds paid by You to the Account(s) is positive and that You have a valid and enforceable agreement in force with the EMI’s in respect of the Payment Services. ### 3. Availability of Services. Certain Services are accessible only to the Owner or the Users who identify themselves, in accordance with the functionalities set out on the Platform, and by using their Credentials. All Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Our reasonable control, including for the prevention of fraudulent access and use of the Platform. We shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Any Service to the Owner or any User may also be suspended where We have reasonable grounds to suspect that any of them does not use the Services in compliance with the Terms. In general, and subject to Our obligations under applicable regulations, We may at any time, without notice where We cannot give notice, withdraw, cancel or suspend any particular Service or facility provided to You or any User or We may refuse to relay to the EMI’s requests for the re-issuance or replacement any Card or other materials. ### 4. Payment Services restrictions. To the extent that the Services are essentially communication services, We cannot and do not make or any representation or warranty to You or any User in relation to the Payment Services. In particular, We do not guarantee that the Payment Services, and particularly the Cards, can be used anywhere, and will be accepted by any merchant, or that the Card Scheme will authorize any particular Transaction. We shall not be liable for any loss or damage suffered in the event that an ATM or merchant refuses to accept the Card (in whole or part), or if a Transaction is not authorized, or if the Card Issuer and/or Card Scheme cancels or suspends a Card. Similarly, We shall not be liable to or the User for any loss or damage You or any User may suffer as a result of your Users' use or inability to use the Card. ### 5. Your Representation. You are Our customer and You benefit from the rights and are bound by the obligations set out in the Terms. You shall be deemed to act, pursuant to this Agreement, through the Owner and any other User and any act, decision, instruction or request entered by the Owner (or by any User in the framework of the permissions granted to such User by the Owner) with his/her Credentials on the Platform shall be deemed to be Your act, decision, instruction or request. As a result, and without limiting the generality of the above, You agree to indemnify Us against any and all actions, claims, costs, damages, demands, expenses, liabilities, fines, sanctions, losses and proceedings We directly incur or which are brought against Us if You, or any User, have acted fraudulently, been negligent, failed to comply with Your legal obligations, or have misused the Card and Payment Services or any of the Services. ### 6. Dealing with EMI's. Registration implies a payment by You to the Account(s), and Your acceptance of the EMI’s Contractual Documents. Your registration is deemed to constitute an authorization given to Us to act in Your name and for Your account with the EMI’s (including for the transfer of Your and Users’ Personal Data (as defined in clause 9.1 below) on your behalf and acceptance of the EMI’s Contractual Documents), except that We shall not interfere in the payment to be made to the Account(s). In general, by accepting the Terms, you give Us the power to relay to the EMI’s in Your name of for Your account, any instruction from the Owner or any User in relation to the Account(s) and the Cards. ### 7. Information & Personal Data. We may subject the provision of the Services to the receipt of certain information about You and the Users, as such information shall be described on the Platform. We are also mandated by the EMI’s to gather from You all the information that the EMI’s may reasonably require, in particular in respect of AML Checks, pursuant to the EMI’s Contractual Documents. Such information must be supplied to Us in accordance with the guidelines and steps described on the Platform. All the information that We receive about You and the Users may be sent to or otherwise shared with the EMI’s and Our subcontractors involved in the communication between Us and the EMI’s. All information communicated by You or the Users pursuant to the Terms must be sincere and complete and not misleading in any material respect. All information communicated by You or the Users is confidential and protected by professional secrecy. ## 4. RULES APPLICABLE TO USERS ### 1. Role of Owner. The Owner is responsible for managing the Account(s) and Payment Services, including: inviting Users on the Platform, requesting the issuance of physical/plastic Cards, allocating spending limits to the Cards, ordering credit transfers, preventing a Shortfall at all times, and for requesting any redemption from the Account(s). In the case where the Owner is not one of Your company directors, You acknowledge that You grant the Owner with the previous permissions, and that We shall not be held responsible for any fraudulent or abusive use of our Services by the Owner. ### 2. Delegations. The Owner may delegate his/her management powers, in whole or in part, to any Users and set the powers of such Users in accordance with the features proposed on the Platform: grant permission to invite other Users, request the issuance of a physical/plastic Card, allocate spending permission to the Cards, oversee any payments made with any Card, order payment transfers. Such permissions may be grouped by Us into permissions sets, so that powers may be delegated in accordance with the permissions included in such sets. In that case, the Owner may not select in his/her discretion the combination of powers/permissions that he/she wants to delegate, and (ii) the persons to whom such powers are delegated may be called in accordance with the terminology determined by Us from time to time in Our discretion (“Administrator”, “Requester”, “Controller”, etc.). All references to the Owner, in any clause of Our Terms, are deemed to include references to the persons to whom the Owner has delegated the power to take the action contemplated by such clause. ### 3. Authorizing Users. The Owner may invite individuals to become Users. Access to the Services by Users other than the Owner is subject to a registration by such Users on the Platform in accordance with the process described therein. We are in charge of Users authentication in order to verify the User’s identity, including the use of credentials. A strong authentication is required when using the Payment Services or delegating sensitive rights to Users. This authentication is based on the use of two or more of the following elements: knowledge (something only the User knows), ownership (something only the User possesses) and inherence (something the User is). All these elements are independent, which means if one of them is compromised, the other’s reliability is not affected, in order to ensure the Credentials’ confidentiality. ### 4. Warranties about Users. You warrant to Us that all Users (i) shall be informed of, and insofar as necessary shall accept and adhere to (e.g., in respect of communication of the Personal Data of the Users as defined in clause 9.1 below), the conditions of issuance and use of the Cards and use of the Payments Services, in accordance with Our Terms and the EMI’s Contractual Documents, as they may be amended from time to time, and in accordance with any other specific terms and conditions that may apply, (ii) shall register for and use the Services and the Payment Services in accordance with such Terms and Documents, (iii) shall be informed of the expiry, cancellation, or variation of the funds allotted to, their Cards for any reason, including the termination of the Agreement or the Agreement between You and the EMI’s, and (iv) have been informed of and, where required, have consented to, the collection and use of their Personal Data (as defined in clause 9.1 below) in accordance with these Terms and/or Your instructions. ### 5. Obligations of Users. Any User must: (a) maintain the confidentiality of their Credentials to access the Platform; (b) disclose his or her true identity when subscribing to the Services (no alias, etc.); (c) not breach or attempt to breach the security of the Platform and related systems including, without limitation, accessing or attempting to access any data not intended for such User; (d) refrain from interfering with the proper operation of the Platform or take any action which is likely to cause any Services to be interrupted or degraded; (e) not use the Platform or any other Services, including Payment Services other than for lawful purposes relating to legitimate business activities; and (f) not exceed the maximum balance limit on each Card. ### 6. Complaints. All Payment Services providers have to put in place an effective complaints procedure that can be followed by their payment service users before the dispute is referred to be resolved in an alternative dispute resolution (ADR) procedure or before a court. The complaints procedure contains short and clearly defined timeframes within which the Payment Services provider replies to a complaint. You shall take note of the EMI’s complaints procedures. Any complaint shall be addressed to Our customer service by email to the following address: support@spendesk.com. ## 5. ACCOUNTS ### 1. Opening of the Account. You especially agree to respect the EMI’s Contractual Documents, and their schedules, in order to open an Account in Your name. Following Your acceptance of these Documents, a payment Account is opened by the EMI in Your name if the latter agrees to contract with You without having to justify its decision if not. ### 2. Funding of the Account. You can fund Your Account by ordering a bank transfer from your bank to Your Account. We shall only accept bank transfers that are coming from the bank that You declared during the KYB process. You may also fund your Account by making a card payment on the Platform. This operation may be subject to fees, which will clearly be indicated before You confirm the card payment. ### 3. Payment orders. The Owner can make credit transfer orders in order to debit the Account(s). These payment orders are authenticated by Your Credentials and, if applicable, through a strong authentication. Once confirmed, money is gone and there is no way to retrieve it, unless it is an unauthorized transaction. The Owner has the right to delegate credit transfer permissions to any Users. We have no right to modify the payments instructions, which are executed by EMI’s in accordance with their Contractual Documents. The EMI’s or We reserve the right to refuse to execute a payment order, in particular if the order is incomplete or incorrect and if the EMI’s or We suspect fraudulent use of Your Account or breach of security. We provide You with reporting of payment transactions, which are available on Our Platform. ## 6. CARDS ### 1. Issuance. Cards are issued by the Card Issuer at the Owner’s request acting on Your behalf, subject always to Your registration with Us and acceptance of Our Terms and the Card Issuer Contractual Documents. Cards are issued at the Card Issuer's discretion at all times. We will not be responsible for any rejection or delay by the Card Issuer to issue the Cards. ### 2. Application. Subject to compliance with Our Terms and the Card Issuer Contractual Documents, Cards are issued only if the application is submitted via the Platform and in accordance with the modalities set out on the Platform (e.g., including the answers to all questions on Users’ identification details), as they may vary from time to time. We will arrange for the distribution of Cards issued by the Card Issuer directly to the relevant Owner. ### 3. Loading Cards. Cards are loaded with Electronic Money credited to the Account upon Your request through the Platform and in accordance with the instructions set out at the appropriate section of the Platform. The Electronic Money allocated to the Card(s), as requested by Users, will be allocated directly and immediately from the Account. No Electronic Money may be allocated to and loaded on any Card in excess of the Account Balance at the time of the allocation. Instructions to allocate Electronic Money to any Card must be authorized in accordance with the parameters set by You on Your Account via the appropriate section of the Platform. Depending of the roles and permissions set by the Owner, Users may access information about Account Balances, Charges, Card transactions and Card fees via the Platform. ### 4. Card Management. The management of the Account(s) and of the Cards, including the determination of the funds to be allocated to each Card, is Your sole responsibility and at Your sole risk. You must in particular see to it that there is no Shortfall at any time. We will not be liable for any loss incurred as a result of errors made by You or the Users. ### 5. Our Role In Relation To The Cards. All Your and the Users’ rights and obligations in relation to the Cards are subject to the Card Issuer Contractual Documents and Our only role, through the Platform, is to facilitate communication between You and the Users on the one hand, and the Card Issuer on the other hand in relation to the Cards (application process, registration, funding, requests for additional Cards, Cards distribution, etc.). ### 6. Card & ATM Fees. All Card Fees will be charged directly to the Card which incurred the charge and will be automatically deducted from that Card, in accordance with the Card Terms and Conditions. Card Fees may vary from time to time in accordance with the Card Terms and Conditions. We will notify You in advance of any changes shortly upon receipt from the Card Issuer of all relevant information. ATM fees and foreign exchange charges are charged directly to the Card at the time of Transaction. Surcharge ATMs will make a charge in addition to any Card Fees, as set out by the ATM provider. This will also be automatically deducted from the balance of the Card at the time of withdrawal. If there is a Shortfall (e.g., as a result of a variation of the applicable forex rate between the time of the payment and the time of the settlement of the payment), Card Fees (plus any Transaction Charges) applied to Cards shall be reimbursed by You directly on demand. We may at Our sole discretion use available funds on the Account(s) to cover any outstanding Shortfall on such Cards. ### 7. Lost & Stolen Cards. We will not be liable for any loss caused or suffered as a result of lost, stolen or unauthorized use of a Card. If a Card is lost or stolen, some or all of the value of the funds on the Card may be lost. Our role will be limited to provide You with a reasonable assistance in challenging unauthorized payments and seeking refunds in accordance with applicable laws and the Card Terms and Conditions. ### 8. Redemption from Card. Subject to the payment of any appropriate Charges, the Owner may request redemption of unspent Electronic Money (in whole or in part) on a Card at any time. This request shall be made through the Platform. Such Electronic Money will be removed from the Card balance and credited to the relevant Account. Redemption of the Electronic Money is subject to the Card Issuer Contractual Documents. ### 9. Cancellation. Owners may cancel a Card via the Platform at any time in accordance with the Card Terms and Conditions. On cancellation of a Card for any reason, We will not be liable for any Electronic Money already spent on the Card prior to any valid request to cancel. Any unspent Electronic Money allocated to the Card will be returned to the relevant Account. It is Your responsibility to see to it that Cards are cancelled in due time (e.g., when a User leaves Your organization). ## 7. ARCHIVING SERVICE ### 1. Upon subscription. When you subscribe to Our archiving Service, We undertake to provide an archiving Service with probative value on dematerialized invoices and/or receipts privately transmitted on our Platform. By subscribing to this Service, We are authorized by You to electronically sign on Your behalf all the invoices and/or receipts received from Your employees or agents, to be uploaded on Our Platform. ### 2. Certified process. Our archiving Service is based on a certified process (i) generating a PDF file of the invoice and/or of the receipt, (ii) signing the PDF file with a server stamp based on a qualified certificate, and (iii) archiving the invoice and/or the receipt onto an ISO 27001 certified server located in the European Union during the entire period of eleven (11) years. The invoices and/or receipts, as well as the signature for the invoices hereinafter referred as the “Contents” are sealed with a qualified eIDAS timestamp service to provide undeniable proof of integrity. This certified process relies on a reliable audit trail. ## 8. PAYMENT OF CHARGES ### 1. Fees & Invoices. You must pay to Us the Fees disclosed on the Platform in relation to the Services for which Users have registered, depending on the Services subscribed to by the Users and the applicable Services plan. Our invoices for the Fees shall be available on the Platform. ### 2. Allocation to Accounts. All Charges shall, when payable, be charged directly to the relevant Account and will be automatically deducted from that Account. If You have several Accounts and Your debt is not inherent in a particular Account, We may decide in Our discretion to charge in whole or in part any of Your Accounts. ### 3. Insufficient Balance. In the event where the Account Balance is not sufficient to cover and pay Charges, You will no longer be able to issue new Cards or to use already issued Cards, and to make Payment Orders. ### 4. Disputed Charges. If You dispute any Charges, You must let Us know within thirty (30) days after the date that We invoice You. You will lose the right to claim if You fail to do so. ## 9. TERMINATION ### 1. Termination. Unless stated otherwise in particular conditions, the Agreement is made for an indefinite period. Either party may terminate the Agreement at any time upon 15 days written notice to the other party. We may terminate Our agreement with You at any time and without notice if You, the Owner or any User fail to comply with these Terms or with the EMI’s Contractual Documents, or if the Card Issuer ceases to issue Cards for any reason. Any termination of the Agreement, howsoever caused, shall be without prejudice to any obligations or rights of either of the parties which may have accrued prior to termination or expiry and shall not affect any provision of the Agreement which is expressly or by implication intended to come into effect on, or to continue in effect after, such termination or expiry. ### 2. Termination upon Redemption of funds. Subject to the payment of any appropriate Charges, the Owner may request a redemption standing funds on his Accounts, and particularly of unspent Electronic Money, at any time by contacting Us in accordance with section 9.4. Such Funds will be debited from the Accounts and will be wire transferred to the bank account opened in Your name as indicated by You during the Registration process (as may be subsequently changed by You if such change has been notified to Us in accordance with section 9.4). A request for redemption of Funds (i) shall be deemed to apply to all the Funds standing to the Account, with the express exclusion of any partial redemption, (ii) will constitute termination of this Agreement, and (iii) We will use our best efforts to transmit the repayment order to the EMI’s and ensure the redemption of funds within 15 business days, upon reception of the request for redemption. ### 3. Consequences of Termination. On termination of the Agreement, the Accounts and Services, including Payment Services, will be cancelled and suspended in their entirety. You shall cease to use the Services, in any manner, and We shall not have any obligation to act upon any of Your request (e.g., for the distribution of new Cards, the allotment of Electronic Money to any Account or Card, etc.). All Your Accounts will be closed and the Electronic Money available on Cards will be debited from the Cards and repaid to You. Repayment of the balance of Your Electronic Money is to be made by the Card Issuer by debiting the Account. ### 4. End of the archiving Services. The Archiving Service may be terminated by You at any time, subject to a six (6) months notice period notified to Us by prior all means of written notice. . If the archiving Service ends or if the Agreement is terminated, You may continue to have on-line access to the archived Contents for the remainder of the archiving period, subject to fulfilling all Your obligations (and particularly Your payment of all sums owed for the archiving Service). In addition, You are entitled to a soft copy of all Your archived Contents upon request by prior all means of written notice no later than one (1) month following the Agreement or the Archiving Service’s termination. This request shall end the on-line access referred to in the previous paragraph. Unless otherwise notified by You and under the conditions which shall then be determined, at the end of the month following the expiration of the term of the archiving Service, Our Platform will definitively be inaccessible to You. At the end of the archiving period (eleven (11) years), the procedure for return on a soft copy or destruction of the archived Contents as referred to below shall apply. ### 5. Return or destruction of the archived Contents. At the end of the archiving period (eleven (11) years), You may request at Your own discretion: - destroy all the archived Contents, or - return all the archived Contents to You, or - return the archived Contents to the archiving provider designated by You The above return of a soft copy of Your archives shall be invoiced directly to You by Our subcontractor at the then applicable price. Notwithstanding the above provisions, We may retain copies of Contents provided by You in connection with the Services, notably for statistic and/or evidentiary purposes, within the prevailing legal period due to (i) internal rules and procedures as applicable, (ii) automated IT back-up procedures or (iii) a legal, judiciary or regulatory obligation (including stock market regulations). ## 10. LIABILITY ### 1. Exclusion of Liability. We shall not be liable to You (i) for loss of business, loss of profits, loss of data, loss of reputation or goodwill, regulatory fines or sanctions incurred by You, or for any form of indirect loss, whether arising from negligence, breach of contract, tort, breach of regulatory or statutory duty or otherwise even if We had been advised of the possibility of such losses, (ii) in respect of any failure by or insolvency of the EMI’s, and (iii) in any way for any interest or claims of any third parties in respect of the Account and/or the Cards, except as required by law or regulation. ### 2. Limitation of Liability. We are only liable for the scope of Services duly executed by Us on a PDF format on our Platform. You use the Contents that you upload on Our Platform at your own risk. The qualified eIDAS timestamp service does not have for purpose or effect of identifying a signed or improperly signed invoice for any tax non-compliance within the meaning of the provisions of Articles 96 F bis of Annex 3 to the French General Tax Code and/or 1° or 2° of VII of Article 289 of the French General Tax Code. Under no circumstances will We be responsible for the Contents that You freely upload on Our Platform as well as for its integrity prior to being time stamped by Our Services to benefit from Our Services. We do not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any Contents provided by You on Our Platform. You shall also be solely responsible for abiding by legal invoicing rules regarding e.g. dematerialized invoices or receipts with respect to the applicable VAT set of rules. In that respect, You expressly undertake to: - declare the deductible tax to the tax administration, - ensure the invoices and/or receipts posted or transmitted to Our Platform contain all the mandatory information required by the tax administration We do not incur any liability in respect of any indirect and/or consequential damages suffered by You, arising from Our Services, such as, and without this list being exhaustive: (i) losses or damages incurred by You as a result of third Party claims and (ii) loss of revenue, operations, profit, savings, business opportunity, investment or data. We cannot be held responsible or liable for any damages, which are caused by Your exclusive action, or as the case may be, the exclusive action of Your employees or agents, in connection with the performance of Our Services. When We are liable, Our total liability to You under the Agreement will be limited in aggregate to the Charges paid to Us by You during the calendar year immediately preceding the calendar year in the course of which the event triggering Our liability has occurred. Unless there is a shorter statutory limitation period or case law period, any action arising from or related to Our Services shall be brought against Us within a maximum period of one (1) year from the date on which You had knowledge, or should have known of the facts at the origin of the action. As the Agreement is entered into between You and Us, any claim or action arising hereunder against Us may only be initiated by You. ### 3. Unauthorized Transactions. If the Owner or any User reasonably believe that any Transactions on the Account(s) or the Platform were not authorized or have been posted in error, or an unauthorized third party has gained access to the Platform (a "Disputed Transaction"), the User should immediately notify Us and provide sufficient detail to enable Us to investigate the Disputed Transaction. You or the User will be liable for any loss arising from a Disputed Transaction as a result of the Owner or any User's failure to keep his/her credentials in the strictest confidence or to comply with Our Terms and the Card Issuer Contractual Documents. In Our capacity as communication channel between You and the Card Issuer, We may not and do not assume liability for Disputed Transactions. Your rights in respect of Disputed Transactions shall be against the Card Issuer and shall be subject to mandatory rules of law and the Cards Terms and Conditions. If it appears that the Card Issuer’s liability to You results from Our negligence, We will indemnify You in accordance with such rules and terms and conditions, on behalf of the Card Issuer provided that the Card Issuer agrees to so settle the dispute. ## 11. MISCELLANEOUS ### 1. Data Protection. #### 1. Definitions. __Controller__ means You. __Data Breach__ means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed by the Processor or a subcontractor. __Data Protection Law__ means the (a) the Regulation and (b) National Data Protection Law, to the extent applicable at the relevant time.. __Personal Data__ has the meaning given to it in Data Protection Law. __Processor__ means Us. __Controller, Data Subject, Processor, Processing__ have the meaning given to the terms in Data Protection Law and “process”, “processes” and “processed” are to be interpreted accordingly. __Regulation__ means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (the “General Data Protection Regulation”), and any replacement directive or regulation imposing equivalent obligations.. __National Data Protection Law__ means applicable national laws relating to Personal Data protection any delegated or implementing laws adopted in the relevant country pursuant to the Regulation. #### 2. Scope. This clause applies when We process Users’ Personal Data on Your behalf. In addition, in accordance with applicable Data Protection Law, You acknowledge that We may collect, store and process data that Users provide in order to access or use the Services and data related to Users’ preferences and traffic. The types of data we may collect for the above purposes are indicated in the Privacy Policy (available on the Platform). Users are informed of the Privacy Policy when they first register on the Platform. #### 3. Purpose and Instructions. We will only process Personal Data on Your behalf consistently with these Terms and Your other written instructions. #### 4. Processor Personnel. We will restrict access to Personal Data to Our personnel who need to access the Personal Data to provide the Services to You. We will ensure that any of Our personnel who process Personal Data : (i) are bound by appropriate confidentiality, data protection, and/or data security obligations, which are at least as restrictive as this clause; and (ii) will only process Personal Data in compliance with these Terms, unless required to do so by law. #### 5. Security. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purpose of the processing of Personal Data in the context of this Agreement, as well as the likelihood and severity of the risk for the rights and freedoms of the individuals concerned, We will implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the Regulation. #### 6. Disclosure. We will not disclose Personal Data to any government, authority or other third party other than as authorized in the Terms without Your prior written consent unless applicable law requires us to do so. To the extent permissible by law, We will immediately notify You if We receive a request to disclose Personal Data. #### 7. Transfers. Any transfer of Personal Data, either directly or onward to a subcontractor, outside of the EEA will be covered by an appropriate mechanism such as a contract based on the EU Commission’s model clauses or a Privacy Shield certification. #### 8. Assistance. We will take appropriate technical and organizational measures and provide cooperation or assistance in connection with steps that You take to comply with EU Data Protection Law insofar as possible and insofar as they relate to the Services. This includes assisting you in complying with Your obligations to: (i) respond to requests from individuals or authorities, (ii) notify data breaches to affected individuals and/or authorities; (iii) carry out data protection impact assessments and/or (iv) carry out prior consultations with the supervisory authority. #### 9. Information and Audit. We will allow for and contribute to audits conducted by You or an auditor of Your choice solely for the purpose of assessing Our compliance with the obligations set out in this Clause, provided We are given at least fourteen working days’ prior written notice. Any audit shall be conducted during normal business hours. You may request an audit once in any twelve month period during the term of the Agreement. You or Your auditors shall not be entitled to audit: (i) data or information of Our other clients or prospective clients, (ii) any internal data belonging to Us and unrelated to the Services (including information on Our costs structure), or (iii) any other information that is not directly and strictly relevant for the authorized purposes of the audit. You shall bear the entirety of the costs in relation to any such audit, and We will be entitled to charge You any reasonable additional costs and expenses incurred in connection with the audit. #### 10. Deletion and Return. Except if provided otherwise by law, upon termination of the Terms or otherwise upon Your written instructions, We will, at Your option, delete or return all Personal Data processed on Your behalf in connection with the Services. We may keep a copy of the Personal Data if required to comply with Our own legal obligations. If you fail to provide instructions regarding their deletion or return, we may keep a copy of the Personal Data processed on your behalf for a maximum of one (1) year from termination of the Terms. #### 11. Data Breaches. We will notify You of any Data Breach promptly, and in no event more than three (3) business days after becoming aware of it. We will include in the notice a point of contact whom You can contact about the Data Breach. Where available, we will also include enough information in the notice to allow You to understand the impact of the Data Breach. If not available at the time of notice, We will provide such information as soon as possible thereafter. We will promptly comply with any instructions provided by, and cooperate with, You in relation to the Data Breach. #### 12. Records. We maintain a written log of the processing of Personal Data we perform on Your behalf. Our log includes the following information: (i) the categories of recipients to whom the Personal Data have been or will be disclosed; (ii) to the extent that Personal Data is transferred to a third party outside the EEA, a list of such transfers (including the name of the relevant non-EEA country and organization), and documentation of the suitable safeguards in place for such transfers; and (iii) where possible, a general description of the technical and organizational security measures implemented by any subcontractor . We will provide the supervisory authority with a copy of such log upon request. #### 13. Subcontractors. You understand that we rely on a number of business partners and suppliers to provide the Services and agree to Us engaging a subcontractor to process Personal Data on Your behalf, to the extent necessary to provide the Services. We may continue to use those subcontractors already engaged at the date of this Agreement. We will ensure that any such subcontractor is bound by data protection obligations equivalent to those set out herein. A list of our subcontractors at the date of contracting is available on our Platform. We will notify You of any significant changes to our subcontracting policy such as the addition or replacement of a subcontractor by updating the list of subcontractors available on our Platform. Absent any written objection on your part within fifteen days of the notification of a change, you will be considered to have consented to such a change. #### 14. Sharing Personal Data with the EMI’s. You understand that the EMI’s will act as data Controllers over any Personal Data shared with the EMI’s on Your behalf in accordance with section 2.6 above. #### 15. Warranty. You warrant that You comply with all applicable Data Protection Laws regarding the Personal Data processed by Us on Your behalf, and in particular that the processing of Personal Data has a valid legal basis, that any Personal Data provided by You have been lawfully collected, that Users have been informed of the nature and purpose of, and where relevant, have consented to the processing of Personal Data performed by Us on Your behalf. ### 2. Amended Terms and Fees. We reserve the right to change the Terms and Fees at any time, but if We do, We will bring such change to Your attention by placing a notice on the Platform and/or by sending You an email. The revised Terms and Fees will be effective one month after the notification of the new Terms and/or Fees. If You do not agree with such revised Agreement, You must terminate the Agreement and close Your Account prior to the entry into force of such new Terms and/or Fees. The continued Use of the Services, including Payment Services, and the Cards by the Owner and the Users after the entry into force of such changes shall be construed as Your and the Users’ acceptance of such changes. ### 3. No Partnership or Agency. Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). ### 4. Notices. All notices pursuant to the Terms shall be validly sent to (i) You if they are sent by email to the email address of the Owner, as recorded on the Platform, or to any User, at the email address of such User, as recorded on the Platform. All notices pursuant to the Terms are validly sent to Us if they are sent by email to support@spendesk.com.

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