General Terms and Conditions of Use and Sale

1. Definitions and scope

1.1 Definitions

For the purposes of these General Terms and Conditions of Use and Sale, the following terms have the meanings set out below.

“EKOVIO” means EKOVIO SASU, a French single-shareholder simplified joint-stock company with a share capital of 1,000 euros, whose registered office is located at 248 rue de l’Est, 69290 Craponne, France, registered with the Lyon Trade and Companies Register under SIREN number 992 555 797.

“Client” means any legal entity or professional that has entered directly into a Contract with EKOVIO for one or more Services.

“Application” means the EKOVIO SaaS software solution, together with its interfaces, APIs, document spaces, features, modules and associated tools.

“Contract” means the Special Terms, service agreement, quote, purchase order or other document accepted between EKOVIO and the Client that determines the Services subscribed to by the Client.

“GTC” means these General Terms and Conditions of Use and Sale.

“Services” means all services, features and deliverables provided by EKOVIO, in particular software, administrative and regulatory services and services relating to Extended Producer Responsibility.

“EPR” means Extended Producer Responsibility within the meaning of the applicable laws and regulations.

“Scheme” means any product category, waste stream, sector, channel or regulatory framework subject to EPR obligations.

“Authorized Representative” or “AR” means EKOVIO when it is validly appointed by the Client to perform the functions of authorized representative provided for by the regulations applicable to a Scheme.

“EPR Agent” (Mandataire REP) means EKOVIO when it is mandated to carry out all or part of the operational management of the Client’s EPR obligations under the conditions defined in the Contract.

“Mandate” means any mandate, authority, power of attorney or other written document authorizing EKOVIO to act in the name or on behalf of the Client in respect of one or more EPR obligations.

“Eco-organization” means any approved eco-organization, producer responsibility organization, collective scheme or other entity involved in the management of a Scheme.

“Competent Authority” means any public authority, administration, regulatory body, register, public institution or court with jurisdiction over EPR or the Services.

“Client Data” means all information, files, documents, product data, commercial data, volumes, weights, materials, compositions, sales, classifications, mappings, references, supporting documents, instructions and other information transmitted, imported, entered or made available by the Client.

“Declaration” means any annual, quarterly, periodic, corrective, supplementary, retroactive or other filing required under a Scheme.

“Eco-Contribution” means any environmental contribution, fee or equivalent amount owed to an Eco-organization or to a third party under a Scheme.

“Client Funds” means any amount transferred by the Client to EKOVIO so that EKOVIO can make a payment to an Eco-organization, a Competent Authority or another third party on behalf of the Client.

“Service Fees” means EKOVIO’s own remuneration for the Services, excluding Client Funds, Security Deposits, Eco-Contributions, taxes, Eco-organization fees and other third-party costs.

“Security Deposit” means any amount provided by the Client to EKOVIO as a refundable financial guarantee under the conditions set out herein.

“Audit Trail” or “Evidence” means the traceability records kept by EKOVIO, in particular timestamps, histories, fee schedule versions, calculation logs, validations, instructions, logins, documents, exports and other recorded events.

“Connector” means any integration enabling the Application to interact with a third-party service, software or system.

1.2 Scope

These GTC govern all direct B2B contractual relationships between EKOVIO and its Clients, unless expressly agreed otherwise in writing.

They may apply in particular to the following Services:

• SaaS;
• Authorized Representative;
• EPR Agent;
• EPR management and support;
• administrative services;
• regulatory assistance;
• additional services expressly agreed.

They apply indirectly to relationships between EKOVIO and its partners, resellers or intermediaries acting for their own customers.

The Services are intended exclusively for professionals. Any use for private purposes or as a consumer is excluded.

2. Contractual documents – Acceptance – Order of precedence

2.1 Composition of the contractual relationship

The relationship between EKOVIO and the Client is governed, in descending order of priority, by:

• the applicable Contract or Special Terms;
• the applicable quote or purchase order;
• the applicable Mandate, solely as regards the legal scope of the representation or powers it confers;
• these GTC;
• the Data Processing Agreement, where applicable;
• the Privacy Policy;
• the applicable appendices, procedures, specifications and operational documentation.

In the event of a conflict, the higher-ranking document prevails to the extent of that conflict.

2.2 Acceptance

Signature or acceptance of the Contract by the Client constitutes full and unreserved acceptance of these GTC.

The Client acknowledges that it had the opportunity to read them before entering into the Contract.

2.3 Client documents

General purchasing conditions, purchase orders, supplier policies, procurement portals or other documents issued by the Client cannot modify EKOVIO’s contractual documents without EKOVIO’s express written acceptance.

Administrative acceptance of a purchase order by EKOVIO does not constitute acceptance of any legal terms incorporated into it.

3. EKOVIO Services and Application

3.1 Scope of Services

The Services actually subscribed to by the Client are exclusively those identified in the Contract.

No service shall be deemed included merely because it is technically linked to, usually associated with or useful for a subscribed Service.

EKOVIO may offer additional Services that are priced separately.

3.2 Application

Depending on the Services subscribed to, the Application may in particular enable:

• the transmission and import of Client Data;
• the management of products and references;
• the application of EPR rules;
• the calculation of Eco-Contributions;
• the preparation of Declarations;
• the validation of operations;
• the generation of documents;
• the management of Mandates;
• access to documents;
• the use of APIs or Connectors;
• the keeping of an Audit Trail.

3.3 Availability

EKOVIO uses its best efforts to ensure an Application availability rate of 99.99% over each calendar month.

This target does not constitute an availability guarantee or a commitment backed by a penalty or service credit.

In particular, interruptions resulting from the following are excluded from the calculation:

• scheduled maintenance;
• emergency maintenance;
• a failure of a third-party provider;
• a telecommunications network;
• a Client system;
• a Connector;
• a Competent Authority or an Eco-organization;
• a force majeure event;
• a circumstance reasonably beyond EKOVIO’s control.

3.4 Maintenance and changes

EKOVIO may modify, maintain, correct or upgrade the Application.

Scheduled maintenance is, as far as reasonably possible, carried out in a way that limits disruption.

EKOVIO may intervene without prior notice where urgent action is necessary, in particular to ensure the security, integrity or availability of the Service.

EKOVIO may modify, replace or remove a feature where this does not substantially deprive the Client of the main Service contractually subscribed to.

3.5 Beta or experimental features

Any feature identified as beta, experimental, preview or equivalent is provided as is.

EKOVIO may modify, suspend or withdraw it without any guarantee of continuity or availability.

3.6 Connectors and third-party services

Use of a Connector may be subject to the terms of the third-party provider concerned.

EKOVIO does not control the changes, interruptions or restrictions decided by these providers and does not guarantee the permanent availability of a third-party Connector.

3.7 Quotas

EKOVIO may apply reasonable technical limits, in particular on API calls, data volumes, files, users, projects or resources used, in order to preserve the security, stability and quality of the Service.

3.8 Support

EKOVIO provides the Client with technical and functional support relating to the Services, accessible through the communication channels offered by EKOVIO, in particular by email or via the Application.

Unless a specific commitment is set out in the Contract, support is provided during EKOVIO’s usual business hours, Monday to Friday, Central European Time (CET/CEST), excluding public holidays applicable in France.

EKOVIO makes reasonable efforts to handle requests as quickly as possible. Unless expressly agreed in writing or unless a specific service level is agreed in the Contract, no first response, handling or resolution time constitutes a guaranteed contractual commitment.

Standard support does not include consulting services, custom developments, migrations, data reprocessing, corrections made necessary by erroneous Client Data, special training or other services going beyond the assistance reasonably necessary for normal use of the Services. Such services may be invoiced separately.

4. Accounts, access and security

4.1 Accounts

Where use of a Service requires an account, the Client provides accurate information and keeps its contact details up to date.

The Client is responsible for the persons to whom it grants access to its account.

4.2 Credentials

Credentials are personal and confidential.

The Client must take all reasonable measures to prevent their unauthorized use and inform EKOVIO without delay of any actual or suspected compromise.

EKOVIO may require strengthened authentication mechanisms, in particular multi-factor authentication.

4.3 Acceptable use

The Client shall refrain in particular from:

• any fraudulent or illegal use;
• any unauthorized access;
• any attempt to circumvent a security measure;
• any action intended to degrade or overload the Service;
• any unauthorized mass extraction;
• any attempt to access the source code or internal systems, except where a mandatory right provides otherwise;
• any use of the Service or of a Mandate outside its authorized scope.

EKOVIO may immediately suspend access where this is reasonably necessary for the security of the Service.

5. General obligations of the Client

5.1 Cooperation

The Client undertakes to cooperate fully, actively and in good faith with EKOVIO.

It must provide, within the requested time limits, all documents, information, validations, powers, supporting documents and payments reasonably necessary for the performance of the Services.

5.2 Responsibility for Client Data

The Client is responsible for the accuracy, completeness, consistency, currency and lawfulness of the Client Data.

In particular, it remains responsible for the underlying facts relating to:

• products;
• references;
• sales;
• quantities;
• weights;
• materials and compositions;
• markets and countries;
• periods of placing on the market;
• technical characteristics;
• the supporting documents provided.

Unless a verification service has been expressly agreed, EKOVIO may rely on the Client Data without any obligation to verify it independently.

5.3 Identification of EPR obligations

Unless a Service has been expressly subscribed to for that purpose, the Client remains responsible for determining the countries, Schemes and EPR obligations applicable to its business.

EKOVIO’s acceptance of a Scheme or a Mandate does not constitute confirmation that no other Scheme or obligation applies.

5.4 Changes

The Client informs EKOVIO without delay of any change likely to affect:

• its status as an obligated producer;
• a Mandate;
• its volumes;
• its products;
• its contact details;
• its legal status;
• the information provided;
• the powers granted to EKOVIO;
• or more generally the performance of the Services.

5.5 Correction

The Client must immediately inform EKOVIO when it finds that information previously provided is inaccurate or incomplete.

Corrective operations made necessary by erroneous, late or modified Client Data may be subject to additional invoicing.

6. EPR Services and Mandates

6.1 Principle

The exact scope of the obligations assumed by EKOVIO depends on the Service expressly subscribed to.

The signature of a Contract or the existence of a Mandate shall not extend the scope of the Services beyond what is expressly agreed.

6.2 Authorized Representative Service

Where the Client subscribes to an Authorized Representative Service, EKOVIO may in particular:

• accept the applicable Mandate;
• carry out the necessary initial registration;
• carry out the transfer or modification of an existing account or contract;
• appear before Eco-organizations, registers and Competent Authorities;
• communicate with these bodies;
• perform the functions legally imposed on the Authorized Representative.

Unless otherwise provided in the Contract, the Client retains the operational management of its EPR obligations, in particular its Client Data, Declarations, calculations, deadlines and payments.

6.3 EPR Agent Service

Where the Client subscribes to an EPR Agent Service, EKOVIO performs the operations expressly provided for in the Contract.

Depending on the scope subscribed to, these may in particular include:

• registration with or transfer to an Eco-organization;
• administrative management of the UID or equivalent identifier;
• Product Qualification;
• the preparation of Declarations;
• the submission of Declarations;
• the calculation of Eco-Contributions;
• regulatory assistance;
• reasonable assistance during inspections or audits.

The Client remains responsible for the underlying facts and Client Data.

6.4 Access to accounts

Where necessary for the performance or protection of a Mandate, the Client must allow EKOVIO to retain the access and authorizations reasonably necessary to the relevant accounts with Eco-organizations, registers or other systems.

The Client must not remove or restrict this access in a way likely to prevent EKOVIO from performing its obligations.

6.5 Power to intervene

Where EKOVIO holds a Mandate or bears a regulatory responsibility, it may take any measure reasonably necessary to meet its own obligations or protect its legal, regulatory or financial position.

EKOVIO may in particular:

• request information or supporting documents;
• request a correction;
• refuse to transmit information that it reasonably considers manifestly problematic;
• contact an Eco-organization or a Competent Authority directly;
• act on an account to which it must legally or contractually have access;
• suspend an operation;
• take any measure necessary to avoid a breach of its own obligations.

An instruction from the Client does not bind EKOVIO where it is illegal, manifestly inaccurate or likely to place EKOVIO in breach of an obligation applicable to it.

6.6 Deadlines

EKOVIO may impose operational deadlines earlier than the official regulatory deadlines.

Any information received after the deadline set by EKOVIO may be considered late even if the official regulatory deadline has not yet been reached.

6.7 Validations

EKOVIO may ask the Client to check and validate a classification, a calculation, a Declaration or any other operation.

The Client’s validation confirms in particular the accuracy, to the best of its knowledge, of the underlying facts and data.

Failing validation within the requested time limits, EKOVIO may suspend the operation concerned.

6.8 Reminders

EKOVIO may send the Client reminders and alerts concerning deadlines.

Where the obligation concerned remains contractually the Client’s responsibility, the absence, delay or malfunction of a reminder does not transfer that obligation to EKOVIO.

This provision shall not, however, release EKOVIO from an operation expressly included in a Service that it has contractually agreed to perform.

7. Declarations and Eco-Contributions

7.1 Declaration data

Any Declaration prepared or submitted by EKOVIO is drawn up on the basis of the Client Data available and the contractually agreed scope.

7.2 Non-final nature

Calculations, estimates, Declarations and Eco-Contribution amounts do not constitute a guarantee of the final amount due.

An Eco-Contribution may be revised or adjusted, in particular as a result of:

• a correction of the Client Data;
• new information;
• a change of classification;
• the correction of an error;
• a change to or interpretation of a fee schedule;
• a decision of an Eco-organization;
• an inspection or audit;
• a regulatory change;
• a retroactive adjustment.
• The Client remains liable for the final amount legally due.

7.3 Correction of an EKOVIO operation

Where an operation within the scope of the Service must be corrected because of an error exclusively attributable to EKOVIO, although the Client Data was complete, accurate and provided on time, EKOVIO carries out the reasonably necessary correction without invoicing the same operation again.

This correction does not have the effect of transferring to EKOVIO an Eco-Contribution, tax, fee or amount that would normally have been owed by the Client had the operation been performed correctly in the first place.

The amount of the Eco-Contribution may therefore be readjusted.

7.4 Third-party decisions

EKOVIO does not guarantee:

• the acceptance of a Declaration;
• the issuance or continued validity of an identifier;
• a particular classification;
• a given rate;
• the absence of an inspection;
• the absence of an adjustment;
• a third party’s processing time;
• a particular regulatory interpretation.

8. Prices, invoicing and payment

8.1 Prices

The applicable prices are determined by the Contract, the quote, the purchase order or the price list applicable to the Service concerned.

Unless otherwise stated, prices are expressed in euros excluding taxes.

VAT is added where required by tax regulations.

8.2 Third-party costs

Unless otherwise stated in writing, the Service Fees do not include:

• Eco-Contributions;
• Eco-organization fees;
• taxes and duties;
• public administrative fees;
• penalties and interest;
• bank or currency conversion charges;
• third-party professional fees;
• other external costs.

These amounts remain payable by the Client.

8.3 Payment

Invoices are payable in accordance with the terms and due dates indicated on them or in the Contract.

EKOVIO may require payment for a Service in advance of its performance.

Payment may be made by the means offered or accepted by EKOVIO.

8.4 Disputes

Any dispute concerning an invoice must be substantiated and sent to EKOVIO within a reasonable time after its receipt.

Disputing part of an invoice does not suspend the obligation to pay the undisputed amounts.

A dispute relating to Service Fees never entitles the Client to withhold Client Funds necessary for a regulatory obligation.

8.5 Late payment

Any late payment automatically gives rise to the late payment penalties and fixed recovery costs provided for by the French regulations applicable to relationships between professionals.

Where the recovery costs actually incurred exceed the applicable fixed compensation, EKOVIO may claim additional compensation under the conditions provided for by law.

EKOVIO may suspend the Services in the event of non-payment.

8.6 No set-off

Unless a mandatory provision states otherwise, the Client may not withhold, set off or deduct an amount owed to EKOVIO by invoking a claim it alleges to hold against EKOVIO.

8.7 No refund

Unless otherwise provided by contract or by law, Service Fees already invoiced or paid for a service performed or started, or for a committed period, are not refundable solely because of a termination requested by the Client.

9. Client Funds

9.1 Principle

Where EKOVIO must make a payment on behalf of the Client, the Client must provide the necessary Client Funds in advance.

EKOVIO has no obligation to advance from its own funds an Eco-Contribution, tax, penalty, Eco-organization fee or other debt of the Client.

9.2 Process

The applicable principle is:

• determination or estimation of the amount required;
• payment request to the Client;
• actual receipt of the Client Funds by EKOVIO;
• payment by EKOVIO to the beneficiary concerned.

EKOVIO’s obligation to make the payment arises only after actual receipt of sufficient funds and of the necessary information.

9.3 Insufficient or late funds

Where the Client Funds are insufficient or late, EKOVIO may defer the corresponding payment.

The consequences resulting directly from insufficient or late Client Funds remain the Client’s responsibility.

9.4 Adjustment

Any difference between an estimated amount and the final amount must be paid by the Client.

Any surplus is handled in accordance with the applicable legal and accounting rules and may in particular be refunded or allocated to another authorized payment.

9.5 Distinction from Service Fees

Client Funds do not constitute Service Fees and are not taken into account in calculating any cap on EKOVIO’s liability.

10. Refundable Security Deposit

10.1 Principle

In view of the legal, regulatory or financial risks that may result from the Services or from a Mandate, EKOVIO may require the Client to provide a Security Deposit.

The provision and maintenance of the Security Deposit are a condition for the activation or continuation of a Service or Mandate.

10.2 Amount

The amount of the Security Deposit is determined according to EKOVIO’s actual or estimated exposure.

It may in particular take into account:

• the Schemes concerned;
• the volumes declared;
• the Eco-Contributions;
• the Declarations;
• the risks of adjustment;
• the amounts likely to be owed to third parties;
• the Client’s history;
• any other data reasonably relevant to EKOVIO’s exposure.

The calculation may be carried out in accordance with a financial guarantee scale or method determined by EKOVIO.

10.3 Reassessment

EKOVIO may reassess the amount of the Security Deposit throughout the relationship, in particular after a validated Declaration, a change in volumes, the addition of a Scheme, an adjustment or any significant change in financial or regulatory exposure.

The Client must pay any additional amount requested within the time limit communicated by EKOVIO.

10.4 Use

EKOVIO may apply all or part of the Security Deposit to an amount that is due or reasonably necessary to cover a financial obligation resulting from the relationship with the Client, in particular:

• an Eco-Contribution;
• an adjustment;
• Eco-organization fees;
• a penalty or interest attributable to the Client;
• a due and unpaid EKOVIO invoice;
• adjustment costs;
• an amount that EKOVIO must pay or bear because of an obligation or breach of the Client.

Use of the Security Deposit does not limit the Client’s obligation to pay any amount exceeding it.

10.5 Replenishment

Where all or part of the Security Deposit is used, or where the required amount is reassessed, the Client must replenish or top up the Deposit within fifteen (15) days of EKOVIO’s request.

EKOVIO may, however, immediately suspend all or part of the Services where the shortfall in the Deposit creates a financial or regulatory risk requiring immediate protection.

10.6 Refundable nature

Subject to the amounts that may be applied in accordance with these GTC, the Security Deposit remains refundable.

It constitutes neither an advance payment on the Service Fees nor a final payment to EKOVIO.

10.7 Return

The Deposit is returned within a maximum of thirty (30) days from the time when all of the following conditions are met:

• the Service or Mandate concerned has actually ended;
• the relevant contracts or accounts with the Eco-organizations have been transferred or closed;
• all amounts owed by the Client have been paid;
• the known adjustment operations have been carried out;
• no identified financial risk reasonably justifies retaining all or part of the guarantee.

Where a Declaration, an inspection, an adjustment, a potential debt or a procedure remains pending, EKOVIO may retain the reasonably necessary portion of the Deposit until that risk has disappeared or been determined.

11. Term, suspension and termination

11.1 Term

The applicable term is the one provided for in the Contract.

For Authorized Representative or EPR Agent Contracts, unless otherwise stipulated, the initial contractual period runs from the effective date until December 31 of the calendar year following the year of signature.

It is then renewed for periods corresponding to the calendar year, unless terminated in accordance with these GTC.

Other Services, in particular certain SaaS subscriptions, may be subject to a different term provided for in the Contract.

11.2 Termination by the Client

Unless specifically stipulated otherwise, the Client may request termination of a Service at any time.

The termination fees provided for in the Contract remain due regardless of the date on which termination occurs.

The termination request does not automatically release EKOVIO from a Mandate or from a responsibility towards a third party.

11.3 Conditions for effective exit

Where a Mandate or a relationship with an Eco-organization exists, the effective end of EKOVIO’s representation is conditional in particular on:

• payment of all amounts due;
• payment of the termination fees;
• provision of all Client Funds still required;
• the Client’s cooperation;
• provision of the necessary documents or instructions;
• the actual transfer or closure of all relevant contracts, accounts or Mandates with the Eco-organizations.

The Client remains bound to cooperate until EKOVIO has actually been released.

11.4 Termination for breach

In the event of a material breach capable of remedy, the non-defaulting Party may give the other Party formal notice to remedy it.

Failing remedy within fifteen (15) days of the notice, the non-defaulting Party may terminate all or part of the Contract.

11.5 Immediate suspension or termination by EKOVIO

EKOVIO may suspend or, where the seriousness of the situation so warrants, immediately terminate all or part of the Services, in particular in the event of:

• fraud or reasonable suspicion of fraud;
• unlawful activity;
• breach of a compliance rule or of economic sanctions;
• a significant legal, regulatory or financial risk for EKOVIO;
• misuse of a Mandate;
• use of a Mandate for an unauthorized entity or Scheme;
• manifestly insufficient, inconsistent or misleading Client Data;
• failure to cooperate;
• insufficient Client Funds;
• an insufficient Security Deposit where the risk requires immediate action;
• lack of a necessary power or authorization;
• a request or decision of an Eco-organization or a Competent Authority;
• legal or regulatory impossibility of continuing the Service;
• a significant threat to the security of the Application;
• repeated breaches.

EKOVIO may also suspend a Service in the event of a due and unpaid amount.

11.6 Effects

Termination or suspension does not extinguish any debt that arose previously.

In particular, the Client remains liable for the Service Fees, termination fees, Eco-Contributions, adjustments, third-party costs and other amounts for which it is responsible.

11.7 Transition

EKOVIO provides reasonable administrative cooperation to enable the normal closure or transfer of a Mandate, subject to payment of the amounts due and to the Client’s cooperation.

Any substantial additional assistance, special migration, historical reconstruction, correction, specific export or out-of-scope service may be invoiced separately.

12. Reversibility, documents and retention

12.1 Export of Client Data

On expiry or termination of the Contract, the Client may request a reasonable export of its Client Data in a commonly usable standard format where technically possible.

12.2 Document space

EKOVIO may make documents available to the Client in its document space within the Application.

Where a document is placed in this space and a corresponding notification is sent to the Client, the document is deemed to have been validly made available to it.

This may in particular concern certificates, Mandates, supporting documents, Eco-organization documents, copies of Declarations and other documents relating to the Services.

This rule does not exclude the use of a more formal method of notification where provided for herein or required by law.

12.3 General retention

Unless a legal obligation or legitimate interest justifies a different period, Client Data may be retained for the term of the Contract and then for a period of two (2) years after its end before deletion or anonymization.

12.4 EPR Evidence

EKOVIO may retain for up to ten (10) years the items necessary to substantiate EPR operations, in particular:

• fee schedule histories;
• calculation artifacts;
• Declarations;
• validations;
• regulatory documents;
• Audit Trails;
• items necessary for the establishment, exercise or defense of legal claims.

12.5 Legal obligations

Invoices, accounting records and other documents subject to a specific statutory period are retained for the period required by the applicable regulations.

13. Liability

13.1 Best-efforts obligation

Unless a mandatory provision or an express written commitment states otherwise, EKOVIO is bound by a best-efforts obligation (obligation de moyens).

It exercises the reasonable diligence necessary to perform the contractually agreed Services.

13.2 Scope of liability

EKOVIO is liable only for direct, foreseeable and proven damage resulting directly from a breach attributable to it of an obligation expressly included in the Service subscribed to.

13.3 Client Data

EKOVIO is not liable for the consequences resulting from Client Data that is erroneous, incomplete, inconsistent, outdated, misleading or provided late.

13.4 Third parties and regulatory outcomes

EKOVIO is not liable for decisions, acts, omissions or delays attributable to Eco-organizations, Competent Authorities, registers, software providers, hosting providers, banks, Connectors or other third parties that it does not control.

EKOVIO does not guarantee any specific regulatory outcome unless expressly agreed in writing.

13.5 Indirect damage

To the fullest extent permitted by law, EKOVIO is not liable for indirect, consequential, incidental or intangible damage, in particular:

• loss of revenue;
• loss of margin or profit;
• loss of customers;
• loss of contract;
• loss of opportunity;
• loss of reputation;
• business interruption;
• loss of data not directly attributable to a fault of EKOVIO.

EKOVIO is not liable for penalties, interest, adjustments or third-party claims to the extent that they result from the Client’s acts, omissions, data, instructions or breaches.

13.6 Cap

Subject to the applicable mandatory provisions, EKOVIO’s total cumulative liability arising from an event or a series of related events is limited to the amount, excluding taxes, of the Service Fees actually paid to EKOVIO for the Service and, where relevant, the Scheme directly concerned during the twelve (12) months preceding the event giving rise to liability.

Where the Service has been active for less than twelve months, the cap corresponds to the Service Fees actually paid since its activation.

The following are excluded from the calculation:

• Client Funds;
• Security Deposits;
• Eco-Contributions;
• taxes;
• Eco-organization fees;
• amounts collected on behalf of third parties.

The limitations do not apply in cases where their application is prohibited by a mandatory provision, in particular in the event of willful misconduct or gross negligence where the law so requires.

13.7 Contractual limitation period

To the fullest extent permitted by law, any action by the Client relating to the Contract or the Services must be brought within one (1) year from the day on which the Client knew or should have known the facts enabling it to bring that action.

13.8 Indemnification

To the fullest extent permitted by law, the Client shall indemnify EKOVIO, its officers, employees, affiliates and subcontractors against the reasonable financial consequences resulting from a claim, investigation, sanction, adjustment, debt, cost or expense caused by:

• erroneous or incomplete Client Data;
• an omission by the Client;
• misleading information;
• a failure to pay;
• insufficient or late Client Funds;
• an instruction from the Client;
• a regulatory breach attributable to the Client;
• the omission of a Scheme;
• misuse of a Mandate;
• the lack of a necessary authorization;
• a breach of the Contract by the Client;
• any obligation imposed on EKOVIO solely because of its capacity as agent or Authorized Representative where the underlying cause is attributable to the Client.

This indemnification may in particular cover Eco-Contributions, adjustments, penalties, interest, defense costs and reasonable professional fees.

It does not apply to the extent that the consequence concerned results directly from a fault of EKOVIO’s own.

14. Intellectual property and data

14.1 EKOVIO’s rights

EKOVIO retains all rights relating in particular to:

• the Application;
• software and code;
• interfaces;
• trademarks and graphic elements;
• databases;
• methods;
• rule engines;
• classification systems;
• models;
• mapping tables;
• processes;
• workflows;
• documentation;
• know-how.

No ownership right is transferred to the Client.

14.2 Right of use

For the term of the Service concerned, the Client is granted a personal, non-exclusive and non-transferable right to use the features made available to it in accordance with the Contract.

14.3 Client Data

Client Data remains the property of the Client.

The Client authorizes EKOVIO to process it to the extent necessary to:

• provide the Services;
• comply with its legal obligations;
• communicate with Eco-organizations and Competent Authorities;
• ensure security and support;
• retain the necessary evidence;
• establish, exercise or defend its rights.

14.4 Aggregated or anonymized data

EKOVIO may use aggregated or anonymized data that does not reasonably allow the Client or a natural person to be identified, in particular to improve its Services and to produce statistics, analyses or research work.

14.5 Feedback

Suggestions, ideas or feedback voluntarily provided to EKOVIO may be freely used to improve its products and Services, without any specific remuneration.

14.6 Third-party software

The Application may incorporate third-party or open source components subject to their respective licenses.

15. Confidentiality, personal data and evidence

15.1 Confidentiality

Each Party keeps confidential the non-public information received from the other Party in the course of the contractual relationship.

It uses that information only to the extent necessary for the performance of the Contract.

This obligation does not apply to information:

• that has become public without breach of the Contract;
• that was already lawfully known;
• that was lawfully received from a third party;
• that was independently developed;
• whose disclosure is required by law.

EKOVIO may disclose the necessary information to its employees, affiliates, subcontractors, professional advisers, Eco-organizations and Competent Authorities where such disclosure is necessary for the performance of the Services or the protection of its rights.

The confidentiality obligations survive for five (5) years after the end of the Contract, unless a longer legal obligation applies.

15.2 Personal data

Each Party complies with the applicable regulations on the protection of personal data, in particular Regulation (EU) 2016/679.

EKOVIO may act:

• as a data controller for the processing operations that it determines for its own purposes;
• as a data processor where data is processed exclusively on behalf of the Client.

Processing carried out under a processor relationship may be governed by a separate Data Processing Agreement.

15.3 Security

EKOVIO implements reasonable technical and organizational measures appropriate to the risks in order to protect the data and systems under its control.

15.4 Sub-processors

EKOVIO may use hosting, payment, communication, analytics, infrastructure, support, artificial intelligence or other providers necessary for its Services, in accordance with the applicable regulations.

Relevant information about sub-processors may be maintained in the applicable documentation or DPA.

15.5 Agreement on evidence

EKOVIO’s computer records constitute admissible evidence between the Parties until proven otherwise.

The following may in particular be used:

• login logs;
• technical identifiers;
• IP addresses;
• timestamps;
• API calls;
• imports;
• exports;
• validations;
• instructions;
• approvals;
• change histories;
• documents filed;
• notifications;
• Audit Trails;
• exchanges made within the Application.

A validation or instruction given by a person using an account or means of authentication validly associated with the Client is presumed to have been given on behalf of the Client, subject to proof to the contrary.

16. Subcontracting, third-party dependencies and force majeure

16.1 Subcontracting

EKOVIO may subcontract all or part of the technical, administrative or support operations necessary for the provision of the Services.

Where EKOVIO remains contractually responsible for an obligation, subcontracting does not release it from that obligation.

Where the regulations require the capacity of Authorized Representative to be exercised personally by the designated entity, EKOVIO does not delegate that capacity in breach of those regulations.

16.2 Assignment

The Client may not assign or transfer the Contract without EKOVIO’s prior written consent.

EKOVIO may assign or transfer the Contract to an affiliate, a successor or an acquirer of all or part of its business, in particular in the context of a merger, restructuring, acquisition or universal transfer of assets and liabilities.

16.3 Third-party dependencies

Certain Services depend on third-party systems or decisions, in particular those of Eco-organizations, registers, administrations, banks, hosting providers, technical providers and platforms.

EKOVIO shall not be held liable for a delay or impossibility directly attributable to such a third party and reasonably beyond its control.

EKOVIO’s time limits are extended to a reasonable extent where meeting them depends on action by a third party.

16.4 Force majeure

Neither Party may be held liable for a failure resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code and French case law.

The affected obligations are suspended for the duration of the event.

Where the situation continues for more than two (2) months and substantially prevents performance of the Service, either Party may terminate the Service concerned by written notice, without compensation solely because of that termination, subject to the amounts already due.

17. Communications, references and amendments

17.1 Communications

Unless a specific formality is provided for by law or by the Contract, communications may validly be made:

• by email;
• through the Application;
• by notification in the Client area;
• by any other agreed electronic means.

The Client is responsible for keeping its contact details up to date.

17.2 Formal notices

Formal notices, notices of termination for breach and other notices requiring enhanced proof may be sent by registered letter, by a courier service providing proof of delivery, by email with appropriate evidence or by any other means reasonably capable of establishing their transmission.

17.3 Commercial references

Unless the Client objects in writing, EKOVIO may mention the Client’s trade name and use its logo to indicate the existence of the business relationship, in particular on its website, in its presentations and in its reference lists.

17.4 Amendment of the GTC

EKOVIO may amend these GTC during the contractual relationship.

Any material amendment is notified to the Client with at least thirty (30) days’ notice before its effective date.

The notification may in particular be made by email or via the Application.

The new provisions become applicable on the date announced, including to Contracts in progress.

Where the amendment is made necessary by a law, a regulation, a Competent Authority, an Eco-organization, a security requirement or an urgent regulatory need, it may take effect with shorter notice or immediately where circumstances so require.

Amendments have no retroactive effect on services already fully performed or on rights definitively acquired before their entry into force.

Continued use of the Services after the effective date constitutes application of the new GTC to the contractual relationship.

17.5 Price changes

Prices may be changed under the conditions provided for in the Contract or the applicable price list.

Where a price change affects an ongoing recurring Service and no specific rule is provided, EKOVIO informs the Client at least thirty (30) days before the new price applies.

17.6 Regulatory changes

Where a legislative, regulatory, pricing or administrative change, or a change imposed by an Eco-organization, substantially affects the cost, scope, risk or terms of a Service, EKOVIO may adapt the necessary procedures and propose or apply the adaptations reasonably necessary for the continuation of the Service.

Where continuation of the Service becomes illegal or exposes EKOVIO to a significantly increased regulatory or financial risk that cannot reasonably be controlled, EKOVIO may suspend or terminate the Service concerned.

18. Compliance and general provisions

18.1 Compliance and ethics

The Client declares that it complies with the laws and regulations applicable to it, in particular with regard to:

• anti-corruption;
• anti-money laundering;
• economic sanctions;
• embargoes;
• fraud;
• and more generally the lawfulness of its activities.

EKOVIO may carry out the checks reasonably necessary for its compliance obligations.

18.2 No legal advice

Unless specifically agreed otherwise in writing, EKOVIO does not act as a law firm, and the general information, tools, regulatory monitoring content and features of the Application do not constitute individualized legal advice.

This provision does not limit the EPR regulatory services expressly included in the Service subscribed to.

18.3 Regulatory monitoring and information

EKOVIO may make available to the Client monitoring content, news, alerts, calendars, summaries, documentation, explanations or other information relating in particular to EPR, Eco-organizations, Schemes and legislative, regulatory or administrative developments.

Except where a specific analysis or operation is expressly included in the scope of a subscribed Service, this content is provided for information purposes and constitutes neither individualized legal advice nor a guarantee of completeness, permanent accuracy or real-time updating.

The provision of monitoring content does not transfer to EKOVIO the general responsibility for monitoring all texts, decisions, obligations, deadlines or developments that may apply to the Client’s particular business.

The Client remains responsible for determining the obligations applicable to its business in accordance with Article 5.3, except where that determination is expressly the subject of a subscribed Service.

Where the performance of a specific regulatory operation expressly falls within the scope of a Service managed by EKOVIO, this article shall not have the effect of excluding the obligations that EKOVIO has contractually agreed to assume in respect of that operation.

18.4 Artificial intelligence

EKOVIO may use artificial intelligence systems to assist with certain operations.

Unless expressly stated otherwise, automatically generated results are assistance tools and may require human validation.

Where the validation of a classification, value or other result is contractually the Client’s responsibility, the Client remains responsible for that validation.

Where the operation expressly falls within the scope of a Service managed by EKOVIO, the internal use of an automated tool does not transfer to the Client an obligation that EKOVIO has contractually accepted.

18.5 Independence

The Parties act as independent contracting parties.

No provision creates a joint venture, employment relationship, fiduciary relationship or general mandate.

Any Mandate granted to EKOVIO is limited to its written purpose.

18.6 Entire agreement

The Contract and the contractual documents incorporated into it constitute the entire agreement between the Parties concerning their subject matter and supersede prior agreements or exchanges relating to the same subject matter.

18.7 No waiver

Failure to exercise a right or temporary tolerance of a breach does not constitute a waiver of that right.

18.8 Severability

If a provision is declared null, illegal or unenforceable, the other provisions remain applicable.

To the extent permitted by law, the provision concerned is interpreted or replaced so as to best preserve the original economic and legal intent.

18.9 Survival

Provisions which, by their nature, must continue to have effect after the end of the Contract remain applicable, in particular those relating to:

• payments;
• Client Funds;
• Security Deposits;
• liability;
• indemnification;
• confidentiality;
• data;
• intellectual property;
• evidence;
• transition obligations;
• governing law and disputes.

18.10 Language

These GTC and all contractual documents may be translated into English or other languages.

The French version is the contractual reference version and prevails legally in the event of any conflict, discrepancy or difficulty of interpretation.

19. Governing law and disputes

19.1 Governing law

These GTC, the Contract and more generally the contractual relationship between EKOVIO and the Client are governed by French law.

19.2 Attempt at amicable resolution

In the event of a dispute relating to the formation, validity, interpretation, performance, suspension, termination or consequences of the Contract, the Parties shall endeavor to reach an amicable solution.

Except in cases of urgency, interim measures or situations in which a prior attempt would be manifestly inappropriate, the Party raising the dispute notifies the other Party of it in writing.

The Parties have a maximum period of thirty (30) days following this notification to attempt to reach an amicable resolution.

19.3 Mediation

The Parties may, by mutual agreement, resort to commercial mediation or any other amicable dispute resolution mechanism.

19.4 Competent court

Failing amicable resolution, any dispute arising out of or in connection with the Contract falls within the exclusive jurisdiction of the Commercial Court of Lyon (Tribunal de commerce de Lyon), France, including in the event of summary proceedings, multiple defendants or third-party claims, subject to the mandatory rules of jurisdiction from which the Parties cannot lawfully derogate.

19.5 Contacts

For any question relating to the Services or the performance of the Contract, the Client may contact EKOVIO at support@ekovio.com.

For questions relating to the protection of personal data, the Client may contact EKOVIO at privacy@ekovio.com. These contact details may be replaced by any other contact details officially communicated by EKOVIO.