General conditions

CONTEXT:

These General Terms and Conditions (“Terms”) define the terms under which the Services are sold and provided by us to professional customers via this website, www.candosa.com/fr (“Our Site”). Please read these Terms carefully and make sure you understand them before ordering Services from us. You will be asked to read and accept these Terms when ordering Services. If you do not agree to comply with and be bound by these Terms, you will not be able to order Services from us, including but not limited to through Our Site.

1. Definitions and interpretation

1.1 In these Terms, unless the context otherwise requires, the following expressions have the following meanings:

“Business” means the legal entity of any type formed and/or administered for you by us under the Contract;

“Contract” means a contract for the sale of Services, as explained in Clause 6.2;

“Data Protection Legislation” means all applicable data protection and privacy laws in force from time to time and applicable to the Services, including, but not limited to, the General Data Protection Regulation ((EU) 2016/679) (RGPD) (RGPD), Directive 2002/58/EC of July 12, 2002, and any French legal provision, including Law 78-17 of January 6, 1978 as amended;

“Order” means your order for the Services;

“Order Confirmation” means our acceptance and confirmation of your Order;

“Services” means the services to be provided by us to you as specified in your Order (and confirmed in the Order Confirmation); and

“We/Our” refers to Candosa simplified joint stock company, with a share capital of €100, located at 74 rue de Rome — 75008 Paris (France), registered under the number 933 160 129 RCS Paris, represented by its CEO, Ruben AUSZENKIER.

2. Information about us

2.1 The publishing director of our site is Ruben AUSZENKIER.

2.2 Our site is owned and operated by Candosa, a simplified joint stock company, with a share capital of €100, located at 74 rue de Rome — 75008 Paris (France), registered under the number 933 160 129 RCS Paris, represented by its CEO, Ruben AUSZENKIER.

2.3 We are registered in the Single Register of Insurance, Banking and Finance Intermediaries under registration number 24007633 as a non-exclusive Agent in banking transactions and payment services, represented by its CEO, Ruben AUSZENKIER.

2.4 You can contact us by email at help@candosa.com.

2.5 Our VAT number is FR65933160129.

2.6 Our site is hosted by Amazon Web Services.

3. Access to and Use of Our Site

3.1 Access to our site is free.

3.2 It is your responsibility to make all arrangements necessary to access our site.

3.3 Access to our site is provided on an “as is” and “as available” basis. We may change, suspend, or discontinue our site (or any portion of it) at any time without notice. We will not be liable to you in any way if our site (or any part of it) is unavailable at any time and for any period of time.

3.4 Use of our site is subject to these Terms and Conditions. Please ensure that you have read them carefully and that you understand them.

4. Professional customers and consumers

4.1 These Terms apply to professional customers only. These Terms do not apply to individual consumers, as we do not provide the Services for personal use (i.e. not in connection with, or for use in, their trade, business, trade, or profession).

4.2 These Terms, together with any other terms mentioned here and applicable to the Services ordered, constitute the entire agreement between us and you regarding the purchase of Services from us. You acknowledge that you have not relied on any statement, representation, warranty, warranty, warranty, assurance, or promise made by us or on our behalf that is not stated or otherwise stated in these Terms, and that you will have no claim for innocent or negligent statements, or for negligent errors based on any statements contained in these Terms.

5. Services, Pricing, and Availability

5.1 We make every effort to ensure that all general descriptions of the Services available from us correspond to the actual Services that will be provided to you. However, please note that the exact nature of the Services may vary depending on your individual requirements and circumstances.

5.2 Please note that sub-clause 5.1 does not exclude our liability for errors due to our negligence and refers only to variations in the correct Services.

5.3 If applicable, you may need to select the required Services package.

5.4 We do not represent or guarantee that all Services will be available at all times and cannot necessarily confirm their availability until you have received your order confirmation. No availability information is provided on our site.

5.5 We make every effort to ensure that all prices shown on our Site are correct at the time they are posted online. We reserve the right to change prices, add, change, or remove special offers and/or Services at any time and as required. Subject to sub-clauses 5.8 and 5.9, price changes will not apply to Orders already placed.

5.6 All prices are checked by us when your order is processed. In the unlikely event that we have displayed incorrect pricing information, except for situations governed by sub-clauses 5.8 and 5.9, we will contact you in writing prior to continuing to process your order to inform you of the error and to ask how you wish to proceed. We will give you the option to purchase the Services at the correct price or to cancel your order (or the part in question). We will not process your order until we receive a response from you. If we do not receive a response from you within three days, we will consider your order cancelled and notify you in writing.

5.7 In the event that the price of the Services you ordered changes between the time of placing your order and its processing by us and payment, you will be invoiced at the price indicated on our Site at the time of placing the order.

5.8 The prices displayed on our Site are exclusive of VAT. VAT is added during payment. If the VAT rate changes between the placing of your order and our receipt of payment, the amount of VAT due will be automatically adjusted during payment.

5.9 If there are changes in the official fees and/or external costs related to the Services you have ordered, including but not limited to fees imposed by public authorities, between the time you place your order and the time when we have to pay these official fees and/or external costs, we will inform you in advance by any means. If you agree to this new price, the amount to be paid will be adjusted when we receive the payment and/or this may lead us to send you an additional invoice for the additional costs.

6. Orders — How Contracts Are Formed

6.1 Our Site will guide you through the order process. Before submitting your order, you will have the opportunity to review it and correct any errors. Please ensure that you have checked your order carefully before submitting it.

6.2 No part of our Site constitutes a contractual offer subject to acceptance. Your order is a contractual offer that we can accept at our sole discretion. Our acknowledgement of receipt of your order does not mean that we accept it. Our acceptance is indicated by sending an order confirmation by email. Only once we have sent you the order confirmation will a legally binding contract be formed between us and you.

6.3 The order confirmation must contain the following information:

6.3.1 Confirmation of the Services ordered, including full details of the main features of these Services; and

6.3.2 Detailed pricing for the Services ordered, including, where applicable, taxes and other additional fees.

6.4 If for any reason we do not accept or cannot fulfill your order, no payment will be made under normal circumstances. If we have taken a payment, these amounts will normally be refunded to you within 3 to 5 working days and in any event within 14 days.

6.5 If you want to change your order, we will let you know if this is possible, at what cost and, if possible, we will do our best to help you with this.

6.6 We may cancel your order at any time prior to commencing the provision of the Services under the following circumstances:

6.6.1 The personnel required and/or materials required to provide the Services are not available; or

6.6.2 An event outside of our control makes it impossible to provide the Services (please refer to Clause 15 for events beyond our control).

6.6.3 You, your directors, or shareholders do not pass our KYC, AML, or adverse media checks.

6.7 If we cancel your order under sub-clause 6.6 and have taken payment, these amounts will be refunded to you as soon as possible and in any event within 10 days.

6.8 Any refunds due under this Clause 6 will be made using the same payment method that you used when ordering the Services.

7. payments

7.1 Payment for the Services will be due in the form of advance payment for the Services. Price and payment details will be confirmed in the Order Confirmation. The payment method chosen will be debited as indicated.

7.2 All amounts due must be paid in full without compensation, counter-claim, deduction or withholding (unless a deduction/offsetting effect or withholding tax is required by law).

7.3 We accept the following payment methods on our Site:

7.3.1 VISA;

7.3.2 American Express;

7.3.3 Mastercard;

7.3.4 Switch/Maestro/Solo.

7.4 If you do not make payment to us by the due date, we may charge you, without any formality or notice, (i) a late payment penalty calculated at the rate applied by the European Central Bank to its last financing transaction, increased by ten (10) percentage points but not less than three (3) times the legal interest rate of the legal interest rate of the amount including VAT of the price shown on the said invoice and (ii) a fixed compensation for recovery costs of forty (40) euros.

7.5 If you subscribe to any of the Services that require periodic payments and in the situations governed by sub-clauses 5.8 and 5.9, your acceptance of these Terms means that you are authorizing us, under the continuous payment authorization, to use the card used to purchase the original Services for the following transactions

7.5.1 Renewable Services - the fees due will be charged to the card on the expiry date of the relevant Service. Advance notice will always be given and you will have the right to cancel the Service.

7.5.2 Mail forwarding services - the cost of postage and management costs will be charged to the card and processed automatically on a monthly basis.

8. Provision of Services

8.1 We will provide the Services with reasonable skill and care in accordance with best practices and standards in the startup industry. We will begin providing the Services on the date agreed upon when you placed your Order (which we will confirm in the Order Confirmation).

8.2 We will continue to provide the Services until they are completed or for the period specified in the Order Confirmation.

8.3 We will make every effort to provide the Services within a reasonable period of time. However, we cannot be held responsible for delays if an event beyond our control occurs. Please see Clause 15 for events beyond our control.

8.4 If we require information, actions, and/or acceptance from you to provide the Services, we will notify you as soon as possible. Depending on the nature of the Services you have ordered, we may require information or action from you, and we will not be able to provide the Services if this is not provided to us.

8.5 If the information you provide, the action you take, or the acceptance you provide in accordance with sub-clause 8.4 is delayed, incomplete, or incorrect, we will not be responsible for any delay caused by this. If additional work on our part is required to correct or compensate for a problem resulting from delayed, incomplete, or incorrect information or actions you provided, we may charge you a reasonable amount for that additional work.

8.6 In the event of non-performance of your obligations, for example, if there is a delay in sending information, taking action, or providing the acceptance required under sub-clause 8.4, and if the consequences of such non-performance are severe enough for us, we may suspend the Services.

8.7 In some circumstances, for example in the event of a technical problem, we may need to suspend or discontinue the Services to resolve the issue.

8.8 If you do not pay us for the Services as provided in Clause 7, we may suspend the Services until you have paid all amounts due. This does not affect our right to charge you interest on unpaid amounts under sub-clause 7.4. This suspension will be notified in writing as soon as possible.

8.9 We always make reasonable efforts to ensure that our Services are problem-free. However, if a problem occurs with the Services, please contact us as soon as possible as specified in Clause 16.

9. General conditions for the provision of the Services

9.1 In order to set up and maintain the Services, you agree to provide us with the information required by law to provide the Services, and, without this list being exhaustive, an acceptable form of identification and proof of address of all directors, partners, shareholders and/or other stakeholders in accordance with any current or future public regulations and/or other stakeholders in accordance with any current or future public regulations or policies established by Us; and to verify all information provided and pass all PEP (Politically Exposed Persons) checks, of Sanctions and unfavorable media made by third party providers as required by us, if applicable. For the transfer and processing of personal data to such third party providers, please consult our Customer Privacy Notice.

9.2 We may at any time require to see the original identity documents of directors, partners, shareholders and/or other stakeholders; if we cannot review them, we may require that these documents be certified by a notary or other person approved at our discretion. It is at our sole discretion to determine whether identity checks performed by or for us can replace checks performed by third party providers.

9.3 You agree that you will not use the Services for illegal or illegitimate purposes, and that such uses will be grounds for immediate termination of the Services by Us, without refund, subject to formal notice.

9.4 We reserve the right to terminate the Services without refund if we cannot contact you at the contact address provided by you or if any of the directors, associates, shareholders and/or other stakeholders of a company associated with your account does not pass identity checks, PEP and/or Sanctions and/or adverse media checks carried out by Us and/or Sanctions and/or adverse media carried out by Us or third party providers as required by Us or if all required identity documentation has not been provided within the specified time frames, subject of a formal opinion specifying the nature of the breach, not corrected within five (5) days of receipt.

10. Business Creation Services

10.1 Subject to your full compliance with the formalities specified by Us and the provision of all relevant information and documents, businesses are generally established within 120 hours of submitting complete applications to the relevant public authorities during normal working hours in Paris, FR; however, no guarantee as to the time frame for setting up the business is given, as the training depends on external factors, including but not limited to IT integration issues with the authorities; however, no guarantee as to the time frame for setting up the business is given, as the training depends on external factors, including but not limited to IT integration issues with the authorities competent public authorities.

10.2 We aim to send the relevant documents that are part of the Business Creation Services without undue delay, but We are not responsible for any delay in providing the services.

10.3 It is your sole responsibility to ensure that the business name or domain name you select for the business is accessible for registration and can be used legally by the business, and We disclaim any responsibility for the business name.

10.4 By agreeing to these Terms, you authorize us to document to the competent public authorities the statutory documents necessary to engage the Services, and in the event that the Services are interrupted, closed, or expired, the statutory documents necessary to terminate the provision of the Services.

10.5 We will not accept legal liability if an administrative or judicial act results in the suppression of the business by the competent public authorities and/or if the business is subject to fines or administrative fees for non-compliance or other problems.

11. Items Not Included in the Services

11.1 The Services do not include the following:

11.2 Accounting services;

11.3 Processing of annual accounts;

11.4 Accounting services;

11.5 Audit; and

11.6 Legal and/or fiscal advice.

12. Cancellation of Services

12.1 Cancellation of the Contract will be subject to the specific conditions governing the Services in question and may be subject to a minimum contract term. Details of the relevant duration, cancellation conditions and minimum notice periods will be provided on our site and confirmed in the Order Confirmation.

12.2 Eligibility for refunds may vary depending on the Services ordered. You will be responsible for the Services provided up to the time you inform us that you wish to cancel (please note that this may include fees for preparatory work we have undertaken if we have reasonably incurred costs) and for any Services you have ordered where the fees are non-refundable. These amounts will be deducted from any refund due or, if no refund is due, we will charge you the corresponding amounts.

12.3 Refunds under this Clause 12 will be issued as soon as possible, and in any event within 14 calendar days from the day you inform us of your wish to cancel.

12.4 Refunds under this Clause 12 will be made using the same payment method that you used when ordering the Services.

13. Our Rights to Cancel

13.1 We may cancel the Contract after we have started to provide the Services due to an Event beyond our control (as set out in sub-clause 15.2.4). In such cases, you will only be required to pay for Services that we have already provided until we notify you that we are cancelling. These amounts will be deducted from any refund due or, if no refund is due, we will charge you the relevant amounts.

13.2 Once we have begun to provide the Services, we may, at our sole discretion, cancel the Agreement at any time and provide you with written notice of such cancellation within a reasonable period of time. We will not be required to disclose the reason for this cancellation. You will only be required to pay for the Services you have received. These amounts will be deducted from any refund due or, if no refund is due, we will charge you the relevant amounts.

13.3 We may cancel by giving you written notice specifying the nature of the failure, which remains uncorrected within five (5) days of receipt, under the following circumstances:

13.3.1 You or any other director, partner, shareholder and/or other stakeholder of the company do not provide Us or the relevant third party providers, as required by Us, with an acceptable form of identification and proof of residential address or do not pass PEP (Politically Exposed Persons) and Sanctions checks within a reasonable time.

13.3.2 You do not make payment by the due date as defined in Clause 7. Cancellation does not affect our right to charge you interest on any outstanding amounts as provided in sub-clause 7.4;

13.3.3 Penalties for non-compliance with important public protective measures or other irregularities are imposed on your company by public authorities and these are, at our sole reasonable discretion, deemed incompatible with the continuation of the Services.

13.4 If you are in material breach of the Agreement and (except in the case of an irreparable/emergency breach) do not remedy the breach within five (5) calendar days after we have requested you in writing to do so, specifying the nature of the failure and the risk of termination, we will send you a notice of termination of the Agreement, with immediate effect from the date of notification.

13.5 Refunds under sub-clause 13.3 are provided at our sole discretion.

13.6 Subject to sub-clause 13.4, refunds under sub-clauses 13.1 to 13.3 will be made as soon as possible, and in any event within 14 calendar days from the day you inform us of your wish to cancel.

13.7 Refunds under this Clause 13 will be made using the same payment method that you used when ordering the Services.

14. Our Responsibility

14.1 Subject to sub-clause 14.4, we will not be liable to you, to the fullest extent permitted by law, (i) for any damage that is not direct, immediate, foreseeable, and certain, and (ii) in any event for any loss of profit, loss of business, business interruption, business interruption, loss of business opportunity, or for any indirect loss arising out of or in connection with a contract between you and us.

14.2 We will not be responsible for costs, including but not limited to, fines and/or penalties resulting from late filing of accounts and/or confirmation statements for the Company, as it is your responsibility to ensure the timely filing of all documents or other formalities on behalf of the Company.

14.3 Subject to sub-clause 14.4, our total liability to you for all other losses arising out of or in connection with any contract between you and us, to the extent permitted by law, will be either £100 or 50% of the total amounts you paid to us under the contract, whichever is the lowest.

14.4 Nothing in these Terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents, or subcontractors); fraud or fraudulent misrepresentation; for the breach of any of our essential obligations; for the breach of any of our essential obligations; or for any other matter for which liability cannot be excluded or restricted by law.

15. Events Outside Our Control (Force Majeure)

15.1 We will not be liable for any failure or delay in performing our obligations where such failure or delay is the result of a cause beyond our reasonable control. These causes include, but are not limited to: power outage, ISP failure, Internet service provider failure, third party industrial actions, civil unrest, fire, explosion, floods, storms, earthquakes, land subsidence, land subsidence, land subsidence, acts of terrorism, acts of terrorism, acts of war, acts of war, acts of war, governmental actions, epidemics or other natural disasters, or any other event beyond our reasonable control.

15.2 If an event described in this Clause 15 occurs and is likely to negatively affect the performance of our obligations under these Terms:

15.3 We will inform you as soon as possible;

15.4 Our obligations under these Terms (and therefore the Contract) will be suspended and any deadlines to which we are subject will be extended accordingly;

15.5 We will notify you when the event beyond our control has ended and we will provide you with new dates, times, or availability of the Services, as appropriate;

15.6 If the event beyond our control persists for more than 14 calendar days, we may cancel the Contract and notify you of the cancellation. Any refund due to this cancellation will be paid to you as soon as possible and, in any event, no later than 14 calendar days after the date on which we notify you of the cancellation.

16. Communication and Contact Information

16.1 If you wish to contact us for general questions or complaints, regarding our Services or your Order, please contact us by email at help@candosa.com, or by mail at the following address: 74 rue de Rome — 75008 Paris (France).

We will respond to you within five (5) days following the acknowledgement of receipt of your request.

17. Complaints and Feedback

17.1 We always welcome feedback from our customers and while we do our best to ensure that your customer experience is a positive one, we still want to hear your feedback if you have reason to complain.

17.2 How We Use Your Personal Information (Data Protection)

17.3 Any personal information that we may use will be collected, processed and maintained in accordance with the provisions of data protection legislation.

17.4 For more details about our collection, processing, storage, and retention of personal data, including, but not limited to, the purposes for which personal data is used, the legal basis (s) for its use, details of your rights and how to exercise them, and how to exercise them, and the sharing of personal data (if applicable), please see our Privacy Notice - Customer, available in the footer of our site.

17.5 Our Customer Privacy Notice is incorporated into these Terms by reference, and you will be notified of this treatment prior to us providing the Services.

18. Other Important Terms

18.1 We may transfer (assign) all or part of our obligations and/or rights under these Terms (and the Contract, as applicable) to a third party (this may happen, for example, if we sell our business). In this case, you will be notified in writing. Your rights under these Terms will not be affected.

18.2 You may not transfer (assign) your obligations and rights under these Terms (and the Contract, if applicable) without our express written permission.

18.3 The Contract is concluded between you and us. It is not intended to benefit any other person or third party in any way whatsoever, and none of these persons or parties will be entitled to enforce any provision of these Terms.

18.4 If any provision of these Terms is held to be unlawful, invalid, or otherwise unenforceable by a court or other authority, that provision (s) will be deemed to be separate from the rest of these Terms. The rest of these Terms will remain valid and enforceable.

18.5 Any failure or delay on our part in exercising any of our rights under these Terms does not mean that we have waived that right, and any waiver by us of a breach of any provision of these Terms does not mean that we are waiving any subsequent breach of the same or another provision.

18.6 We may revise these Terms from time to time, including but not limited to, in response to changes in relevant laws and other regulatory requirements.

18.7 We are insured for professional liability in France by Abeille IARD & Santé, located at 10 Rue Maréchal Gallieni, 78600 Maisons Laffitte, France.

19. Law and Jurisdiction

19.1 These Terms, as well as the relationship between you and us, will be governed by and interpreted in accordance with French law.

19.2 Any dispute, controversy, procedure or claim between you and us regarding the Terms or the relationship between you and us will be subject to the exclusive jurisdiction of the French courts.