Terms of Sale

Language

This translation is provided for information only. The French version of these terms of sale is the sole binding version; in the event of any discrepancy, the French text prevails.

1. Purpose and scope

These terms of sale set out the rights and obligations of the parties in connection with the supply, by Fidelytics, a simplified single-shareholder joint-stock company with a share capital of 1,000 euros, registered under SIREN number 102 112 984, with its registered office at 60 rue François 1er, 75008 Paris ("Fidelytics"), of the Fidelytics B2B platform to a business customer ("the Customer").

The Fidelytics B2B platform is intended exclusively for businesses acting within their professional activity. Any subscription implies the Customer's unreserved acceptance of these terms. The Customer's own purchasing terms do not apply unless expressly accepted in writing by Fidelytics.

2. Plans and scope of services

Fidelytics provides a SaaS platform enabling the Customer to run a loyalty program for its own professional network (distributors, resellers, points of sale). It comprises an administration centre ("back office") for the Customer's teams and a white-label mobile app for the members of its network ("the Users").

The platform is offered under three plans: Starter, Standard and Max. The scope of each plan is the one described on the plan comparison page of b2b.fidelytics.io on the subscription date. The Max plan is not available for purchase as at the date of these terms; its price is indicative.

Fidelytics may change the platform's features, subject to informing the Customer within a reasonable time. Such changes may not reduce the essential features of the subscribed plan during the current commitment period.

3. Subscription, term and renewal

The subscription is formalised by signature of a quote or purchase order, or by validation of the online order. It is entered into for a firm commitment period of twelve (12) months from the date access is made available.

At the end of that period, the subscription renews automatically for successive twelve (12) month periods, unless terminated under article 7.

4. Pricing, invoicing and payment

Prices are expressed in euros excluding tax. As at the date of these terms, they are €495 excl. tax per month for Starter, €695 excl. tax per month for Standard and €995 excl. tax per month for Max. Applicable VAT is that in force on the invoice date. No setup fee is charged.

Payment is made through the secure payment provider Stripe, using the payment methods offered at subscription. The Customer authorises the charges corresponding to its subscription instalments for the duration of the contract. Invoices are made available in the back office.

Any late payment automatically triggers, without prior formal notice, late payment interest at the European Central Bank rate plus ten points, together with a fixed recovery indemnity of forty (40) euros, in accordance with articles L.441-10 and D.441-5 of the French Commercial Code.

Fidelytics may revise its prices. Any revision is notified to the Customer at least three (3) months before the end of the current commitment period and takes effect only at the start of the following period. A Customer that refuses the revision may terminate under article 7.

5. Changing plan

The Customer may move up to a higher plan at any time. The change takes effect immediately and the price is adjusted pro rata over the current billing period.

Moving down to a lower plan may be requested at any time; it takes effect at the end of the current commitment period.

6. Allowances, seats and usage limits

Each plan includes a monthly content allowance, pooled across news, campaigns, challenges and events, as well as a maximum number of loyalty levels. These allowances are those stated on the plan comparison page. Once the monthly content allowance is reached, creating new content is suspended until the start of the following month; no overage is charged.

Back-office access is counted in seats, one seat being one named user access. Starter includes two (2) seats; Standard and Max include three (3). Each additional seat is charged fifty (50) euros excluding tax per month. Users in the Customer's network access the mobile app and use no seat, however many of them there are.

The subscription price is independent of the number of Users enrolled in the Customer's program.

7. Termination

The Customer may terminate its subscription at any time, by written request and with no notice period. Termination takes effect at the end of the current commitment period, which is then not renewed; sums due for that period remain payable. Absent termination, the subscription renews in accordance with article 3.

Fidelytics may choose not to renew the subscription by informing the Customer at least three (3) months before the end of the current commitment period.

Fidelytics may suspend or terminate access to the services in the event of non-payment, fraudulent use or serious breach of these terms, after a formal notice has remained without effect for fifteen (15) days. Suspension does not relieve the Customer of amounts due for the commitment period.

8. Reversibility and data at the end of the contract

On terminating the subscription, the Customer and its Users keep access to the applications until the end of the billed period. After that, Users lose access to their loyalty program.

The Customer's administrator account remains accessible for one (1) year after the end of its billing period, allowing it to reactivate its plan if it wishes. After that period, the account and the administration centre data are permanently deleted, except for data Fidelytics is legally required to retain, in particular for invoicing purposes.

User data is the responsibility of the Customer, who must inform Users of the end of the program and of the deletion of their data. On termination, the Customer chooses to schedule that deletion either at the end of its billing period or within one (1) to twelve (12) months thereafter.

For as long as the data is retained, both the Customer and its Users may request its export or deletion at any time.

9. Customer obligations

The Customer is responsible for the accuracy of the information it provides, for the confidentiality of the credentials assigned to its seats, and for the content it publishes on the platform. It warrants that it holds the necessary rights to that content.

The Customer informs its Users of the terms of the loyalty program it operates and of the processing of their personal data. It owns the commercial relationship with the members of its network, Fidelytics acting solely as the platform provider.

Where the subscribed plan provides for an integration with the Customer's management system, the Customer provides the technical access, contacts and information required. Go-live timescales depend on that cooperation. Integrating an unsupported system is subject to a separate quote.

10. Personal data

In performing the contract, Fidelytics processes personal data on behalf of the Customer, who determines the purposes of that processing. Data is hosted in France.

How personal data is collected, used, retained and deleted, and the rights of data subjects, are described in the privacy policy available on b2b.fidelytics.io. For any request relating to personal data, the Customer may write to privacy@fidelytics.io.

11. Availability and support

Fidelytics undertakes to use the necessary means to keep the platform available, without guaranteeing a quantified availability rate. Interruptions may occur for maintenance, updates or for a cause outside Fidelytics' control; planned interruptions are announced to the Customer where possible.

Tailored onboarding and support are included in all three plans. The Max plan includes priority support.

12. Intellectual property

The platform, its software components, documentation and graphic elements remain the exclusive property of Fidelytics. The contract grants the Customer a personal, non-exclusive and non-transferable right of use, limited to the term of the subscription and to the needs of its loyalty program.

The Customer retains ownership of the content it publishes and of its program data, and grants Fidelytics the rights strictly necessary to host and process them in performance of the contract. The Customer's brand and identity elements used to customise the app remain its property.

13. Liability

Fidelytics is bound by an obligation of means in performing its services. Its liability is limited to direct and foreseeable damage resulting from a proven breach of its contractual obligations, capped at the total amounts paid by the Customer during the twelve (12) months preceding the triggering event.

Fidelytics is not liable for indirect damage, in particular loss of revenue, customers or data, or harm to reputation. It is not liable for the Customer's use of the platform, nor for the commitments the Customer makes to the members of its network.

14. Confidentiality and force majeure

Each party undertakes to keep confidential the non-public information exchanged under the contract, for its duration and for two (2) years thereafter.

Neither party may be held liable for a failure resulting from force majeure within the meaning of article 1218 of the French Civil Code. If the impediment lasts more than two (2) months, either party may terminate the contract without indemnity.

15. Governing law and disputes

These terms are governed by French law. The parties will endeavour to resolve amicably any dispute relating to their interpretation, performance or termination.

Failing amicable resolution within thirty (30) days of notification of the dispute, it will be submitted to the exclusive jurisdiction of the courts of Paris, notwithstanding multiple defendants or third-party claims. For any question relating to these terms, the Customer may write to contact@fidelytics.io.