Terms and conditions of sale

1. APPLICATION AND ENFORCEABILITY OF THE TERMS OF SALE (HEREINAFTER “CV”)

Skan1 is a simplified joint stock company with a capital of 32 000 Euros, whose head office is located at 176, avenue Charles de Gaulle – 92 522 Neuilly-sur-Seine cedex – France, registered at the NANTERRE trade register under the registration number 839 408 986, telephone +33184601900, email address : contact@Skan1.ai, VAT number : FR 76 839408986.

It publishes e-commerce websites and m-commerce mobile applications and provides its customers with services to assess the risks incurred with third parties in relation to their business relationships.

The present T&CSs govern all Skan1’s business relationships, including offers, quotations, technical and commercial proposals, orders, order confirmations, invoices and sales. Any other documents such as brochures or catalogs issued by Skan1 are only indicative.

These T&CSs shall prevail in particular over any conditions to the contrary, regardless of when such conditions may have been brought to the attention of Skan1, as well as over the Customer’s general terms of purchase.

Any order placed by the Customer implies his full and unreserved acceptance of these T&CS, except for special conditions or waivers, agreed upon beforehand and in writing.

In addition to these Terms and conditions of Sale, the Customer agrees to read and accept without reservation :

• the Terms and Conditions of Use of the Skan websites1 ;
• the warnings that may appear when using or consulting the Products published by Skan1; and the specific conditions of these Media.

Skan1’s failure to enforce any provision of the T&CSs at any time shall not be construed as a waiver of any subsequent enforcement of such provision.

Skan1 may subcontract all or part of the services covered by the order to any third party of its choice, in which case Skan1 shall remain liable for the obligations thus subcontracted.These Terms and Conditions of Sale comply with the characteristics defined in Article L. 441-6 of the Commercial Code.

They are available in all media published by Skan1.

2. DEFINITIONS

2.1 The Supports

The digital media published, represent

i) all the pages of the websites published by Skan1, and in particular the website www.skan1.com,

ii) all the pages of the mobile applications published by Skan1, regardless of the platform,

iii) all pages of mobile sites published by Skan1.

These sites allow to order mainly evaluation reports from third parties with whom the Customer is or wishes to enter into a business relationship and possibly other evaluation or investigation services. They will hereinafter be referred to as “Media”.

2.2 The customer

The Customer refers to any natural person of age or legal entity, professional, ordering a Product on the Media published by Skan1.

The services

2.3 Product means

i) either any deliverable expressly ordered on one of the Supports ;

ii) any subscription to an update of this deliverable (monitoring or annual update);

iii) any other product available for sale, rental or consultation, free or paid, on one of the Supports published by SKAN1 ;
iv) or the customized services offered by Skan1 ;

v) or all four simultaneously.

2.4 The contract

The Contract is the electronic order that you can place by logging on to the Website, filling in the form and paying the amount due.

The Contract is personal to the Customer and may not be transferred without the prior written consent of Skan1.

Your Contract will be archived on the SKAN1 server and you can consult it at any time by logging into your space. It will be kept for a period of 10 years.

3. ORDERS

Any order must describe the Products requested, mention the agreed price, the terms of payment, the date of order of the Product(s) subject of the order as well as a summary displayed before payment.

In addition to the mandatory information on the subject of the order in the form, the Customer may, to specify his order, transmit any information he considers useful to Skan1.

In the event that Skan1 is unable to formally identify the subject of the order due to insufficient information provided by the Customer, Skan1 will contact the Customer within 48 hours at the latest after the order has been placed in order to obtain further details allowing the formal identification of the subject and to validate the order with the Customer. Skan1’s offers, quotations and sales proposals shall not be binding on Skan1 until the Contract is formed by the Customer’s signature of the quotation or Skan1’s technical and sales proposal or by the express acceptance of an order from the Customer by an authorized representative of Skan1 or by payment.

The sale shall be perfected upon signature or acceptance of the Agreement.

4. MODIFICATION AND CANCELLATION OF THE ORDER

Any changes to a Contract requested by one party during its execution shall be taken into account only after express acceptance by the other party. The prices and deadlines are revised accordingly, if necessary.

If, however, the order is cancelled at the initiative of the Customer, the Customer will be reimbursed only 30% of the order price, the remaining 70% will be retained by Skan1 for the costs incurred (35%) and the cancellation penalty (35%).

5. RATES AND PAYMENTS ON THE SITE

All prices are expressed in Euros and exclusive of tax in the offer tables, then the total including all taxes is specified upon selection of a Product and therefore upon placing it in the basket.

They are also indicated in the invoice in exclusive of tax with their equivalent all taxes included. SKAN1 reserves the right to modify its prices at any time.

For online sales, the payment of orders is made online by credit card. Skan1 uses the SSL process for the encryption of confidential data. Skan1 has chosen the secure INGENICO EPAYMENTS solution for credit card payments.

The personal data on the credit card entered by the Customer do not pass through the server of the Website. These data are sent directly to the certifying body which issues a ticket justifying the transaction.

An invoice will be sent to the Customer by e-mail or deposited on his customer account accessible by logging in with his e-mail address and the password provided when registering on the site. A transaction refused by the certifying body will not result in any order.

The payment of the order can only be made in Euros and the orders are payable cash. Partial reimbursement of an order is only possible in the event of unavailability of an ordered document or total lack of information to constitute a Product or the impossibility of formally identifying the subject due to insufficient elements transmitted by the Customer. Should any of these situations occur, Skan1 shall retain a minimum of 50% of the order price for the research work performed and the related costs incurred.

The services can also be paid offline, directly to Skan1, by check made payable to “Skan1” or by bank transfer: Company Skan1 § Domiciliation: CIC PARIS BOETIE – 42 RUE LA BOETIE – 75008 PARIS: Bank Code 30066 § Counter: 10802 § Account No.: 00021914801 § Key RIB: 88.

The orders are produced with the effective collection of the price including all taxes. The delivery period will take effect from the day after this collection. The VAT is applied at the rate in force at the time of the order. In the case of an order paid by another method than online payment, it is validated by Skan1 Customer Service as firm and deliverable, only if the order form edited by the CUSTOMER online on the site, is received by Skan1 Customer Service duly completed with the handwritten note “good for agreement”, and accompanied by its payment by check including VAT or the notice of full transfer. The receipt must occur within thirty (30) days from the date of its creation online on the site, otherwise, the order will be considered invalid and terminated by the Customer Service of Skan1.

Specificity of the prepaid account

The opening of a prepaid account can be paid by check, credit card or bank transfer. The account will be activated upon receipt of payment by Skan1. Access to this option is subject to prior registration. The account functions thanks to the identification by confidential code and the emission of a cookie hosted on the server of the site. This cookie is limited to the current session.

Specificity of subscriptions

For tacitly renewable subscriptions with an initial duration of more than one month (e.g. the monitoring option), the rate changes will be applicable as of the anniversary date and the Customer who has already subscribed will be notified by email at least one (1) month and ten (10) days before.

If the Customer does not accept the changes, the Contract will be terminated automatically on the anniversary date. Tacitly renewed subscriptions are automatically renewed for terms equal to the initial term. They can be terminated by logging in to skan1.fr and using the dedicated feature in the customer area under the heading “My account”.

This possibility is active up to four (4) days before the renewal date. The cancellation activated at least four (4) days before the deadline will be effective on the next due date, the cancellation activated less than four (4) days before the deadline will be effective on the second due date. Any period started is due in full.

In accordance with article L215-1 of the French Consumer Code, individuals who have taken out a subscription for an initial period of more than one (1) month will receive an e-mail one (1) month and ten (10) days before the renewal date, informing them of the possibility of not renewing the contract they have concluded with a tacit renewal clause.

Registration of bank details

Skan1 offers the possibility to the Customer to register his bank details to pay for his future purchases of Products more easily and quickly. To do so, the Customer must pay for his last purchase in Euros and by credit card, fill in his details (the bank data entered on the payment page are encrypted and secure); and validate the payment. Once the payment is validated, the data relating to the delivery (address and delivery method), the billing and the credit card used are recorded.

The Customer’s bank details are kept by INGENICO EPAYMENTS on secure servers. The Customer agrees to the recording of his bank details and chooses to pay for his future purchases in one click by bank card and in euros. However, the cryptogram may be requested from the customer for security reasons. The Customer may at any time delete the data relating to the registered credit card and/or add another credit card by clicking on the link provided for this purpose accessible on his customer account. The customer is then redirected to a secure page and can view the credit card(s) registered on the servers of our payment provider. Skan1 reserves the right to verify the personal data communicated by the Customer and to adopt all measures deemed necessary to verify that the person whose bank account is debited is indeed the one who placed the order, in order to avoid any fraudulent payment.

Fees

The expenses incurred by Skan1 within the framework of its interventions Skan1 Investigation, are invoiced in addition at a flat rate of 15% of the price HT.

6. INVOICING AND PAYMENT DEADLINES FOR KEY ACCOUNT FRAMEWORK CONTRACTS

The Products shall be paid in the absence of a prepaid account, in accordance with Article L.441-6 of the Commercial Code, within thirty days of the execution or delivery of the Product requested, all payments being made by net transfer and without discount, even if the execution of the Contract has given rise to a claim or dispute.

Skan1 may request a 50% deposit from the Customer at the time of ordering.

Any amount not paid by the due date shall give rise to the payment by the Customer of default interest in the amount of three (3) times the legal interest rate.

In addition, any such delay in payment on the due date shall entitle Skan1, without prior notice, to suspend the execution of any order in progress, without prejudice to any other remedy, to postpone the execution deadlines for a period at least equal to that of the delay, and even to terminate the Contract at the expense of the Customer without Skan1 being held liable.

7. DELIVERY

The supply of Products under the Contract is carried out in accordance with the deadlines set out in the Contract, directly by email to the email address of the customer account on Skan1.fr or by notice of availability on the secure personal space of the Customer, sent by email to this same email address.

The Products are delivered in the format indicated in the order description.

The delivery times are in accordance with the description of the products being specified that some Products may be unavailable for an indefinite period and this without the knowledge of Skan1 in particular by events of force majeure in the place of investigation.

In this case, delays in delivery shall not entitle the Customer to hold kan1 liable or to the payment of damages.
In the event that Skan1 has to contact the customer again within 48 hours of the day of the order in order to collect additional information necessary for the formal identification of the object of the order in order to produce the Product, the delivery period will begin to run as soon as an e-mail is sent to the customer indicating that this order has been updated.

Furthermore, Skan1 shall not be liable for any incidents that may occur during the receipt of an e-mail, non-delivery or damage to the delivered Product that may be caused by a third party, the e-mail server or the Customer’s computer equipment. Skan1 will nevertheless make its best efforts to remedy any problem.

The Customer declares that he/she is aware of the technical terms of delivery and in particular of the configurations required to download the Products. The Customer is aware of the characteristics of the Internet network and in particular the possibility of interruptions in the connection, server breakdowns, electrical problems or other problems, this list not being exhaustive. Skan1 cannot be held responsible for the consequences of such events.

8. NON-COMPLIANT DELIVERY

In case of delivery of a Product that does not conform to the order, it being specified that the non-conformity can only concern the form of the Product and not its content, the Customer must send Skan1 a complaint using the form made available to him for this purpose and available on request at the following email address: client@skan1.ai within fourteen (14) days after the PRODUCT has been made available to the Customer and specifying precisely the non-conformity noted, as well as all the elements that allow to identify his Contract, his order, his payment, his delivery, etc.

The PRODUCT recognized as non-conforming by Skan1 shall be replaced, or partially refunded if the PRODUCT to be delivered is not available.

9. SKAN1 GUARANTEES

Skan1 guarantees that the Products, subject of the Contract, will be realized, piloted and validated by competent personnel and according to the rules of the art, this guarantee thus constituting an obligation of means and not of result.

No claim concerning any part of the Products may be made more than fourteen (14) days after delivery of the Products in question, unless it is determined that such claim could not reasonably be made within such period, in which case the claim may be made within thirty (30) days after the malfunction is first noted. Any claim shall include a detailed report describing the problem.

In the event that the Product results in a deliverable requiring Customer’s approval, such approval shall be made within five (5) days of delivery of the deliverable, failing which such deliverable shall be deemed accepted without reservation. The same shall apply in the event that Customer uses the Products covered by the deliverable without having expressly accepted the latter.

The Customer may reject a Product or express reservations about it if the Product does not comply with the criteria mentioned in the description of the order. Minor defects shall not result in rejection of the Product. SKAN1 will proceed, as soon as possible, to the necessary corrections and the Product will be submitted once again to the Customer for approval, under the above conditions, of the only corrections made.

Subject to the legal warranties which cannot be derogated from by contract, no warranty other than the warranties set forth in this Article 8 shall apply, whether written or oral, implied or express, resulting from regulation, usage or otherwise. In particular, all express or implied warranties of the Products to achieve the Customer’s objectives, as well as warranties of merchantability and fitness for a particular purpose are expressly excluded.

10. OBLIGATION TO COOPERATE

The Customer undertakes to cooperate with Skan1 and to provide SKAN1 in good time before the commencement of the Contract and, if requested by Skan1, during the performance of the Contract, with any documents and/or information requested by Skan1 or required for the performance of the Contract, as well as, if applicable, with the necessary material resources (e.g. computer, office and Internet access). The Customer shall furthermore designate a competent, experienced person at a sufficiently high decision-making level from among its staff to be the contact person for Skan1 for the performance of the Contract.

The Customer shall inform Skan1 without delay of any problems or constraints which may affect the performance of the Contract.

The Customer undertakes to inform Skan1 of any health and safety regulations and computer guidelines applicable to the site(s) where the Contract is to be performed, and Skan1 undertakes to comply with them.

It is the responsibility of the Customer to take all measures, such as the backup of its data, memories and files, to protect itself against the harmful consequences of a possible attack on these and which could affect the Products.

Skan1 shall be entitled to terminate a Contract in the event of a breach by the Customer of all or part of its obligations. Such termination shall be effected by operation of law without any further formality other than a formal notice sent by registered mail which has remained without effect for 6 working days, without prejudice to any claim for damages to which Skan1 may be entitled as a result of the loss suffered.

11. OBLIGATIONS AND RESPONSIBILITIES OF THE CLIENT

11.1 Customer’s right of use

The Customer’s right of use includes a right of access to the Products he/she has ordered in return for payment.

The order, the reception and the consultation of a Product do not confer any right of reproduction (except for a private and personal use), of marketing or other. Any use of the Products for direct or indirect marketing or resale (integration of the Products in a commercialized medium) is prohibited, except with the explicit, written and prior authorization of Skan1.

The Customer shall be held fully responsible for any unauthorized reproduction or communication of the Products, regardless of whether this is due to the Customer’s fault, negligence or simple omission.

11.2 Customer’s right of ownership

Ordering, receiving and viewing a Product does not transfer any intellectual property rights to the Customer.

The Customer undertakes not to redistribute or reproduce the Products other than for his own personal use without the prior written consent of Skan1.

11.3 Responsibility of the Customer

The Customer is solely responsible for the use he makes of the Products. It is up to him to make a use in conformity with the regulations in force and the recommendations of the CNIL. He thus undertakes to comply with the obligations arising from Law No. 78-17 of January 6, 1978 relating to data processing and freedoms as amended in particular by Law 2018-493 of June 20, 2018. In no event shall Skan1, or its service providers, be liable for any damages whatsoever resulting from the use of the Products.

The Customer interprets the Products under its own responsibility. The Customer acknowledges that he/she has all the necessary skills to appreciate the content of the Products. The data contained in the Products and transmitted to the Customer are granted without warranty of any kind. The Customer assumes sole responsibility for the use and consequences of the use of this data. The entire risk as to the performance and results of the delivered Products shall be borne by the Customer.

The Customer acknowledges that all information and analyses contained in the Products are given for information purposes only. Only the originals kept by the official institutions are authentic.

12. LIABILITY OF SKAN1 – INSURANCE

Skan1 undertakes to perform its obligations with care and diligence, and to use the best means at its disposal in accordance with the Customer’s request and the allocated budget, to provide the expected information in the time available, in accordance with the description or specifications of the product ordered. It is expressly agreed that the obligation of Skan1 is an obligation of means, to the exclusion of all others.

Despite the care taken in transcribing the information collected, and in particular because of the changes that may occur at any time in the life of companies, their establishments and their managers, Skan1 cannot be held responsible for any inaccuracy or omission in the Product delivered. Furthermore, the Customer acknowledges that even with the best of care, information searches cannot claim to be complete. However, Skan1 guarantees that the data corresponds exactly to that provided by its suppliers and/or data sources.

Skan1 shall only be liable in the event of proven fault or negligence and shall be limited to direct damage to the exclusion of any indirect damage of any kind.

In any event, should Skan1 be held liable, its liability shall be limited to the amount paid by the Customer for the Products, exclusive of tax.

The Customer waives all claims against Skan1, its employees, agents, subcontractors, and their respective insurers beyond the limit of liability referred to above.

Skan1 SAS is the holder of an insurance policy guaranteeing the financial consequences of its civil liability for bodily injury or property damage caused to third parties or to the Customer’s personnel as a result of the execution of the Contract. Skan1 may be exempted from all or part of its liability by proving that the non-performance or improper performance of the Agreement is attributable to.

13. FORCE MAJEURE

The obligations of the Parties shall be suspended:

• In the event of the occurrence of an event of force majeure as defined in Article 1218 of the Civil Code. The following are expressly considered to be cases of force majeure: war, riot, flood, fire, interruption or breakdown of communications and/or electricity supply, health crisis and, in general, any event beyond the control of SKAN1 that prevents it from fulfilling its commitments. SKAN1 shall not be liable and its commitments shall cease without any right to compensation for the Customer.
• In the event of a general strike, industry or professional strike, strike of the means of transport, post office, public services or companies supplying Skan1 with its sources of information, general breakdown of SKAN1’s computer system, reasonable inaccessibility at a cost deemed economically acceptable by Skan1 of data.

The Party prevented from fulfilling its obligations due to force majeure shall notify the other without delay. The Parties shall consult on the conditions of any continuation of the Agreement. In the event that a case of force majeure continues for more than two (2) months, either Party may terminate the Agreement without this giving rise to any compensation.

14. PRIVACY

“Confidential Information” means any information of a scientific, technical, commercial, financial or social nature exchanged between Skan1 and Customer (hereinafter “the Parties”) under the Agreement or prior to the commencement of the Agreement.

Each Party agrees not to publish or disclose in any way the Confidential Information provided to it, to take the necessary measures to protect the confidentiality of such Confidential Information with the same diligence as it takes to protect its own confidential information, and to use the Confidential Information provided by the other Party only for the purpose of performing the Agreement.

The foregoing shall not apply to information which, at the time of disclosure, was in the public domain or becomes so through no fault of the Party receiving such information, or to information which the receiving Party can demonstrate that, at the time of disclosure, it was already in its possession and had been lawfully acquired from a third party who is not bound by an obligation of confidentiality, or had been independently developed by it without breach of this Agreement.

The disclosure of Confidential Information by a Party shall in no way be construed as conferring upon the receiving Party any right in the Confidential Information disclosed.

These confidentiality obligations shall remain in effect for the duration of the relevant Agreement and for a period of three (3) years following the expiration of such Agreement.

15. CONFIDENTIALITY OF THE INTERVENTION AND THE PRODUCTS

Skan1 agrees not to make any public disclosure of its Contracts, unless expressly requested to do so by Customer in writing at the time of ordering the Products. Skan1 may, however, mention Customer’s name in its commercial presentations, without reference to the Contracts, except with Customer’s prior consent.

Customer acknowledges that the Products supplied by Skan1 are strictly confidential and for the exclusive use of Customer. Accordingly, any use other than in accordance with the authorized use under the Agreement, as well as any communication, publication or reproduction of these documents, in whole or in part, is strictly prohibited without the prior written consent of Skan1.

16. NON-SOLICITATION OF STAFF

During the entire term of the Contract and for twelve (12) months following its expiry, the Customer shall not solicit, employ or have employed, directly or indirectly, on its behalf in any way whatsoever, any member of Skan1’s staff who has been involved in the performance of the Contract.

In the event of a breach of this undertaking, the Customer shall be obliged to pay Skan1 immediate and irreducible damages in an amount equal to twelve months of the last gross monthly salary of the person(s) solicited or engaged.

17. JURISDICTION – DISPUTES, LITIGATION

The present T&CSs as well as all acts and operations carried out by virtue hereof are subject to French law. Any dispute concerning the Contract and the application of the present Terms and Conditions of Sale shall be subject to the jurisdiction of the Commercial Court of Nanterre, except in the case of amicable settlement.

This clause shall apply even in the event of summary proceedings, incidental claims, multiple defendants or third-party claims, and regardless of the method and terms of payment, without any jurisdictional clauses that may exist in the Customer’s documents impeding the application of this clause.