DEFINITIONS

«Customer» refers to any person consulting the Site and who is regularly registered on it. «Order» refers to the purchase   by the Client of a service available on the Site and offered by the Company MECAINFO «General Terms and Conditions of Sale and Use» refers to the present terms and conditions as well as any possible subsequent modification made by the Company MECAINFO «Contact Information» refers to all the information provided by the Client on the Site «Personal Data» refers to the information, publications and, in general, the data in the Client database, the use of which is the object of the present «Parties» refers to both the Client of the Site and the Company MECAINFO «Services» refers to distance selling services of subscriptions to solutions, applications, programmes and databases intended for professional garage owners and distributors of spare parts, relating to the improvement of the commercial management of their activity, and the monitoring of vehicle servicing, maintenance, diagnosis and repair procedures. mecainfo.com operated by MECAINFO «Company» refers to MECAINFO «Solution» refers to the application services delivered to the Client, invoiced in the form of a subscription, and intended for professional use «Third Party» refers to any individual or legal entity not party to the present contract.

ARTICLE 1: SCOPE OF APPLICATION

In accordance with Article L. 441-6 of the French Commercial Code, these General Terms and Conditions of Sale and Use constitute the sole basis of the commercial relationship between the parties. These Terms and Conditions apply between MECAINFO, a Société par Actions Simplifiées with a share capital of 20,000.00 euros, whose registered office is located at 128 City Road, EC1V 2NX London, United Kingdom, registered with the Montpellier Trade and Companies Register under number 15740110, hereinafter referred to as «the Company», «MECAINFO» or «the Service Provider», and any physical person or professional entity, placing an Order via the Internet Site www.mecainfo.com/uk, or directly with MECAINFO, hereinafter referred to as «the Customer». The purpose of these General Terms and Conditions is to define the conditions under which MECAIINFO provides its services to Customers who request them via the Service Provider’s website, by direct contact or on paper. These General Terms and Conditions are systematically communicated to any Customer (excluding wholesalers) who requests them, to enable them to place an order with the Service Provider. They are also communicated to any Customer prior to the conclusion of a single agreement  referred to in article L 441-7 of the French Commercial Code, within the legal time limits. Any order for Services implies the Customer’s acceptance of these General Terms and Conditions of Sale and Use of the Service Provider’s Website for electronic orders. The information contained in the Service Provider’s catalogues, prospectuses and price lists is given and may be revised at any time. The Service Provider is entitled to make any changes it deems necessary. The Customer expressly acknowledges that the General Terms and Conditions of Sale and Use applied by the Service Provider’s partners may change over time, and therefore the Service Provider may adapt and revise these Terms and Conditions at any time. These General Terms and Conditions of Sale and Use are accessible at all times on the Website and shall prevail, where applicable, over any other version or any other contradictory document. In accordance with current regulations, the Service Provider reserves the right to depart from certain clauses of these General Terms and Conditions, depending on the negotiations conducted with the Customer, by drawing up Special Terms and Conditions of Sale.

ARTICLE 2: REGISTERING ON THE SITE – CREATING AN ONLINE ACCOUNT

It is the Customer’s responsibility, when placing an order on the Site, to complete the information to be the information to be provided on the registration form. Once the registration form has been completed by the Customer, an e-mail confirming Customer, an e-mail confirming this registration will be sent to the e-mail address communicated by the provided by the Customer, so that he/she can finalise his/her registration.

ARTICLE 3: CONTRACT AND ORDER

3.1 Information supplied by the Customer

The information provided by the Customer when placing an order is solely binding on the Customer. In the event of an error or omission of certain information, in particular relating to the contact details of the recipient of the order, the Service Provider shall not be held liable in the event that, for this reason, the delivery of the product(s) ordered could not be delivered within the allotted time.

3.2 Ordering process

Sales of Services are only valid once a quotation has been drawn up and the Customer’s order has been expressly accepted in writing by the Service Provider, evidenced by an acknowledgement of receipt from the Service Provider and acceptance of the quotation. The Service Provider has electronic ordering facilities (including acceptance and confirmation facilities) (website references) enabling Customers to order Services as quickly and conveniently as possible. Prior to placing any Order for a subscription to a Solution, the Customer will have the opportunity, free of charge and without obligation, to take advantage of a non-renewable seven (7) day trial period of the said Solution. Prior to any Order for a subscription to a Solution, the Customer will also have the option of subscribing to a trial period for the said Solution, lasting thirty (30) days, subject to payment of a fixed price of eighty-three euros (83 euros). Only one subscription for a trial period of thirty (30) days may be made by the Customer per six-month period, starting from the start of said trial period. For orders placed exclusively on the Internet, an order is registered on the Service Provider’s website when the Customer accepts these General Terms and Conditions of Sale and Use by ticking the box provided for this purpose and validates the order. Customers may check the details of their order and its total price and correct any errors before confirming their acceptance (article 1127-2 of the French Civil Code). This validation implies acceptance of these General Terms and Conditions of Sale and Use in their entirety and constitutes proof of the sales contract. For all orders placed on the internet, the acceptance of the order is confirmed by the sending of an email. In the absence of proof to the contrary, the data recorded in the Service Provider’s computer system constitutes proof of all transactions concluded with the Customer.

3.3 Changing and cancelling the order

In the event that this Contract is concluded off-premises, relates to Products that do not fall within the scope of the customer’s main activity and if the number of employees in the customer’s company on the day of signature is less than or equal to 5 employees, then the customer will have a withdrawal period of fourteen days from the date of conclusion of the Contract. The customer must inform MECAINFO of their decision to withdraw within the time limit in order to send them an online form to be completed and returned by e-mail to: [email protected]. When we receive your request, we will proceed to reimburse the amount of the invoiced price, excluding subscription fees, which remain your responsibility, either by bank transfer within a maximum of 14 days, or by crediting your customer account with a voucher for the equivalent amount, excluding subscription fees. You have 6 months in which to redeem this voucher. ATTENTION: Software cannot be reimbursed by MECAINFO if the customer has already benefited from a test period of the service for a period of 7 days or more before signing the contract. The 14-day retraction period cannot therefore be invoked.

ARTICLE 4: PRICES

4.1 General terms and conditions

The Services are provided at the Provider’s rates in force on the date the Order is placed, in accordance with the quotation previously drawn up by the Provider and accepted by the Customer, as indicated in Article 3 above. Prices are net and exclusive of VAT. An invoice is drawn up by the Service Provider and sent to the Customer for each provision of Services. The conditions for determining the cost of services for which the price cannot be known a priori or indicated accurately, as well as the method of calculating the price enabling it to be verified, will be communicated to the Customer or will be the subject of a detailed quotation, at the Customer’s request in accordance with the provisions of Article L 441-6 II of the French Commercial Code. Prices are firm and non-revisable during their period of validity, as indicated on the Site, the service provider reserving the right, outside this period of validity, to modify prices at any time. The payment requested from the Customer corresponds to the total amount of the purchase, including these charges. The price paid by the Customer to the Service Provider, in exchange for access Services provided by the Service Provider, as defined in Article 1 above, breaks down as follows:                                            

*the subscription fee, the amount of which is specified in the Special Terms and Conditions, payable once, when the Order is placed; * the service fee, the amount of which is specified in the Special Terms and Conditions. The service fee is payable for the initial term of the subscription and thereafter, for each renewal period, from the first day of the renewal period concerned. The service fee may nevertheless be payable in several instalments in accordance with the details given in the Special Terms and Conditions. In the event of early termination of the subscription for any reason whatsoever, the Customer undertakes to pay the Service Provider all sums remaining due in respect of the service fee for the initial term of the subscription or the current renewal period: *the price corresponding to any options subscribed to by the Customer, the amount of which is specified in the Terms and Conditions. The remuneration for the options is due for the initial term of the subscription and thereafter, for each renewal period, from the first day of the renewal period concerned. The remuneration for the options may nevertheless be payable in several instalments in accordance with the indications given in the Special Terms and Conditions. In the event of early termination of this Agreement for any reason whatsoever, the Customer undertakes to pay the Service Provider all sums remaining due in respect of the remuneration for the options for the initial term of the subscription or the current renewal period. Subscription fees are payable by the Customer when the Order is placed, by credit card or direct debit. The instalments of the service fee and the fees for the following options are payable by direct debit. It is hereby specified that the sums due to the Service Provider do not include the cost of the Internet connection, which remains the responsibility of the Customer. The Customer expressly acknowledges that the provision of his/her bank details and account information constitutes authorisation to debit his/her account, up to the price of the Service(s) ordered. The Service Provider shall not be obliged to provide the Service(s) ordered by the Customer if the Customer does not pay the Service Provider the full price in accordance with the above conditions. In the event of late payment by the Customer of all or part of the price of the Order, the Service Provider reserves the right to immediately suspend access to and performance of the Services until all outstanding sums have been paid in full, without incurring any liability and without the Customer being entitled to claim any credit or reimbursement whatsoever. Payments made by the Customer will only be considered final once the amounts due have been received by the Service Provider.

4.2 Late payment penalties

In the event of late payment and payment of sums due by the Customer beyond the deadline set out above, and after the payment date shown on the invoice sent to the Customer, late payment penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10%, will be automatically and by operation of law payable to the Service Provider, without any formality or prior formal notice. In Pursuant to Article L.441-6 I of the French Commercial Code, the Customer will also be liable to pay a fixed indemnity of forty (40) euros (€) for the recovery costs incurred by the Service Provider. Where applicable, if these costs exceed the amount of this compensation, the Service Provider may claim additional compensation from the Customer, on presentation of supporting documents specifying the steps taken.

4.3 No compensation

Except with the express prior written agreement of the Service Provider, and provided that the reciprocal receivables and debts are certain, liquid and due, the Customer may not validly set off any penalties for delay in the provision of the Services ordered or non-compliance with the order against the sums paid by the Customer to the Service Provider for the purchase of the said Services.

ARTICLE 5: TERMS AND CONDITIONS OF SERVICE PROVISION

The Customer will have online access to the above-mentioned solutions via the Internet, through the Website, using a login and password which will be communicated to the Customer upon receipt of the order by the Service Provider, and corresponding to the strict number of simultaneous accesses specified in the Special Terms and Conditions of Sale. Access to the Services subscribed to by the Customer will be provided by the Service Provider within a reasonable period of time. The Service Provider may not be held liable in the event of delay or suspension of the supply of the Service attributable to the Customer, or in the event of force majeure. The Customer will thus have access to the Services 24 hours a day, 7 days a week, except in the event that a maintenance operation is in progress, or in the event of possible breakdowns as explained in article 6 below or in the event of Force Majeure as defined in article 11 below, affecting the Service Provider and/or the Customer. The Customer is responsible for taking out a subscription with an Internet service provider that complies with the specifications detailed in the Special Terms and Conditions. In particular, the Customer must ensure that their technical environment is compatible and that they have the minimum configuration (technical prerequisites) required to access and/or use the Service. The Customer is solely responsible for accessing the Service and choosing a network operator. The Service Provider cannot be held responsible for access difficulties due to Internet network disruptions. The subscription to Services and options taken out by the Customer is only valid for the Customer’s legal representatives and employees and may under no circumstances be used by a third party. The Customer acknowledges that the access codes to the Services are strictly personal, confidential and non-transferable. Under no circumstances may they be communicated to third parties in any way whatsoever. The Customer undertakes to maintain the confidentiality of its access codes to the Service and to take all necessary measures to prevent the communication of these codes which would enable third parties to access the Service unlawfully. The Service Provider reserves the right to ask the Customer, during the subscription period, to provide in writing, within thirty (30) days, any useful information on the Customer’s actual use of the Service in relation to the scope of the subscription. If it appears that the initial subscription perimeter does not comply with the Customer’s usage perimeter, the Service Provider may revise the subscription conditions in accordance with the pricing conditions in force at that time. If no agreement is reached on the new subscription conditions, the Service Provider may immediately suspend access to the Services and the performance of the associated services, and terminate the subscription automatically and with immediate effect.

ARTICLE 6: DURATION OF SUBSCRIPTION TO THE SOLUTION – ADVANCE NOTICE

The minimum duration of the subscription to the Solution taken out by the Customer with the Service Provider is twelve (12) months, renewable by tacit agreement, without the Service Provider having to give the Customer prior notice or send him a new order form. It is specified that the Customer may terminate the subscription to the Solution and not recommit to a new subscription period, by giving at least two (2) months notice prior to the date of tacit renewal, by sending a registered letter with acknowledgement of receipt to the Service Provider, informing it of its wish not to recommit to a new subscription period. If the trial period is not terminated within the period of seven (7) or thirty (30) days chosen by the Customer, as referred to in article 3 of these General Terms and Conditions, the Customer will automatically be deemed to have taken out a twelve (12) month subscription to the Solution. Notification of termination of the trial period may be made by registered letter with acknowledgement of receipt addressed to the Company’s registered office, or by e-mail to the following address: [email protected]. Any other form of notification by the Client that does not comply with this formality will not terminate the trial period trial period.

ARTICLE 7: LIABILITY OF THE COMPANY – GUARANTEES

The Service Provider, which is subject only to a best-efforts obligation, guarantees the performance of the Service in accordance with these General Terms and Conditions of Sale and Use, but does not guarantee that the performance of the Service will be free of all defects, anomalies or technical contingencies. The Service Provider shall not be held liable for the nature or content of the files and data transmitted by the Customer, or for any use thereof. The information made available through the Service has been collected, aggregated, formatted and presented by the Service Provider and/or its suppliers on the basis of information provided by car and spare parts manufacturers. As a result, the Service Provider does not guarantee the completeness of the information provided to the Customer. All reasonable precautions have been taken to ensure the accuracy of the information collected, however neither the Service Provider nor its suppliers make any warranty of any kind, either express or implied, as to the relevance, accuracy or completeness of the information. As the information is provided ‘as is’, the Customer is solely responsible for the choice of the Solution and, as a professional, for the choice, interpretation and use of the information made available by the Service Provider via the Web Site, as well as for the actions and advice that the Customer deduces therefrom as part of its professional practice. The Service Provider shall not be liable to the Customer or any Third Parties, for any unforeseeable or indirect damage, material or immaterial, such as operating loss, loss of profit or image or any other financial loss resulting from the use or inability to use the service by the Customer, as well as any loss or deterioration of information for which the Service Provider cannot be held liable. In any event, in the event that the Service Provider is held liable for any reason whatsoever under this Agreement, the Service Provider’s liability shall be limited to the amount actually paid to the Service Provider by the Customer during the twelve months prior to the date of the damage.

ARTICLE 8: REVISION

These conditions expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the Civil Code for all operations relating to the provision of Services to the Customer. The Service Provider and the Customer therefore each waive their right to rely on the provisions of Article 1195 of the French Civil Code and the unforeseeable circumstances regime provided for therein, and undertake to fulfil their obligations even if the contractual balance is upset by circumstances that were unforeseeable when the sale was concluded, even if their performance proves excessively onerous, and to bear all the economic and financial consequences.

ARTICLE 9: FORCED PERFORMANCE IN KIND

In the event that either of the Parties fails to fulfil its obligations, the Party that is the victim of the default has the right to request the forced performance in kind of the obligations arising from the present contract. In accordance with the provisions of article 1221 of the French Civil Code, the creditor of the obligation may pursue this forced performance after a simple formal notice, sent to the debtor of the obligation by registered letter with acknowledgement of receipt which has remained unfruitful fifteen (15) days after its receipt, unless this proves impossible or if there is a clear disproportion between its cost for the debtor, in good faith, and its interest for the creditor.

ARTICLE 10: FORCE MAJEURE

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations as described herein is due to force majeure as defined in article 1218 of the French Civil Code.

ARTICLE 11: RESOLUTION

In the event of a sufficiently serious breach of any of the obligations incumbent on the other Party, the Party suffering the default may notify the Defaulting Party by registered letter with acknowledgement of receipt, of the wrongful termination of the present contract, fifteen (15) days after receipt of a formal notice to perform which has remained unsuccessful, in application of the provisions of article 1224 of the French Civil Code. In the event of early termination of the to the detriment of the Customer, for whatever reason, all sums remaining due by the Customer shall become immediately payable, without prejudice to any damages that may be due to the Service Provider.

ARTICLE 12: INTELLECTUAL PROPERTY – RIGHT OF USE

The content of the Site is the property of the Service Provider and its suppliers and partners and is protected by French and international laws relating to intellectual property. Any total or partial reproduction of this content is strictly prohibited and may constitute an act of counterfeiting. The Client therefore refrains from any reproduction or exploitation of said studies, designs, models, and prototypes without the express, written, and prior authorization of the Service Provider and, where applicable, its suppliers and/or partners, who may make it conditional on financial compensation. The right to use the Solution granted to the Client does not entail the right to reproduce the Solution permanently or temporarily, in whole or in part, by any means and in any form, including during the loading, display, execution, or storage of the Solution, to modify and adapt the Solution and/or merge all or part of the Solution with other software programs, to compile the Solution, decompile, disassemble, translate, carry out reverse engineering or attempt to do so, to transfer, sell, rent, license its use to third parties, or distribute the Solution in any way, including to companies in its group, to make any alteration, correction, arrangement, translation, or modification of the Solution or independently correct any anomaly affecting the Solution, whatever it may be, with the Service Provider reserving this right exclusively and in accordance with the conditions hereof. The right of use is granted to the Client for the entire duration of the subscription, as specified in Article 6. This right of use applies to the Solution, in its executable version, as well as to the associated user documentation. The Client may use the Solution exclusively in object code form, with the Service Provider reserving the exclusive right to modify the source codes to correct any defects and anomalies and/or to evolve the Solution. Given the nature of the subscription and the pooling of Services, the Client does not have access to the source codes of the Solution, even in the event of a failure of the Service Provider in the performance of its contractual obligations, which the Client expressly accepts. The functionalities of the Solution, and in particular the printing and/or downloading functions of all or part of the data and information, may not be used by the Client for purposes of infringement or diversion of the intellectual property rights of the Service Provider. The Service Provider and/or its suppliers and partners, where applicable, remain the holders of all intellectual property rights relating to the Service, the Solution, the information, and any other element appearing on the Site. The Client has only a right of access and use of these elements, within the framework and according to these conditions. The Client refrains from any use of the Service and the information for purposes other than those expressly provided for herein, as well as from disseminating, publishing, selling, or exchanging in any way whatsoever the content to which they have access and, more generally, from infringing directly or indirectly in any way whatsoever on the intellectual propert rights of the Service Provider or its suppliers and partners. The Client undertakes not to reconstruct or attempt to reconstruct, from the data, information, and/or through the Service, a database intended to offer, directly or indirectly, free of charge or for a fee, the same or a comparable service to third parties or persons outside their company, in particular to circumvent the number of accesses to the Service to which they are entitled and/or for the purpose of marketing this service. More generally, the Client undertakes not to infringe on the intellectual property rights held by the Service Provider or its suppliers and partners on the Service, the Solution, and/or the information, or any other element appearing on the Site protected by an intellectual property right, including the trademarks and logos appearing on the Site. The Service Provider guarantees that it holds all intellectual property rights allowing it to contract with the Client. As such, it guarantees that the Solution and the Services it undertakes to provide do not constitute an infringement of a pre-existing work of any kind.

ARTICLE 13: PERSONAL DATA

13.1 Collection of personal data

The personal data that are collected by the Service Provider on the Site or directly are as follows:
*Account opening: when the account is created by the Client, their name, first name, email address, and date of birth; *Connection: when the Client connects to the Site, the Service Provider records their name, first name, connection data, usage data, location data, and data relating to payment; *Profile: the use of the services provided on the Site makes it possible to complete a profile, which may include the registered office address, a postal address, an email address, and a telephone number; *Payment: as part of the payment for products and services offered on the Site, the Service Provider records financial data relating to the Client’s bank account or credit card; *Cookies: Cookies are used when using the Site. The Client has the option of disabling cookies from their browser settings.

13.2 Use of personal data

The personal data collected from the Client and users of the Solution are intended for the provision of the Site’s services, their improvement, and the maintenance of a secure environment. More specifically, the uses are as follows:
*Access and use of the Site and the Solution by the Client; *Management of the operation and optimization of the Site; *Organization of the conditions for using payment services; *Verification, identification, and authentication of data transmitted by the Client; *Personalization of Site services by displaying advertisements based on the Client’s browsing history, according to their preferences; *Prevention and detection of fraud, malware (malicious software), and management of security incidents; *Management of any disputes with Clients; *Sending commercial and advertising information, based on the Client’s preferences.

13.3 Sharing of personal data with third parties

Personal data may be shared with third-party companies in the following cases:
*When the Client uses payment services, for the implementation of these services, the Site is in contact with third-party banking and financial institutions with which it has entered into agreements; *When the Client authorizes the Site of a third party to access their data; *If required by law, the Service Provider may transmit data to respond to claims made against the Site and comply with administrative and judicial procedures; *If the Site is involved in a merger, acquisition, asset transfer, or bankruptcy proceedings, the Service Provider may be required to transfer or share all or part of its assets, including personal data. In this case, the Clients would be informed before the personal data is transferred to a third party.

13.4 Security and confidentiality

The Service Provider implements organizational, technical, software, and physical measures in terms of digital security to protect personal data against alteration, destruction, and unauthorized access. However, it should be noted that the internet does not constitute a completely secure environment, and the Service Provider cannot guarantee the security of the transmission or storage of information on the internet.

13.5 Implementation of Client rights

In application of the regulations applicable to personal data, Clients have the following rights:
*They can update or delete the data concerning them by logging into their account and configuring the settings of this account.They can exercise their right of access to know the personal data concerning them by writing to the following email address: [email protected]. In this case, before implementing this right, the Service Provider may request proof of the Client’s identity to verify its accuracy.If the personal data held by the Service Provider are inaccurate, they can request the updating of the information by writing to the following email address: [email protected].*Clients can request the deletion of their personal data, in accordance with the applicable laws on data protection, by writing to the following email address: [email protected].

13.6 Changes to this clause

The Service Provider reserves the right to make any changes to this clause relating to the protection of personal data at any time. If a change is made to this clause on the protection of personal data, the Service Provider undertakes to publish the new version on the Site. The Service Provider will also inform Clients of the modification by email, at least fifteen (15) days before the effective date. If the Client disagrees with the terms of the new version of the personal data protection clause, they retain the option of deleting their account.

ARTICLE 14: APPLICABLE LAW – LANGUAGE

These terms and conditions and any transactions arising from them are governed by and subject to French law. These conditions are written in French. If they are translated into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute.

ARTICLE 15: DISPUTES – JURISDICTION

Any disputes which may arise from the sale and supply of Services under these terms and conditions, concerning their validity, interpretation, performance, termination, consequences and consequences, and which cannot be resolved between the Service Provider and the Customer, shall be referred to the Commercial Court of the United Kingdom.

ARTICLE 16: CUSTOMER ACCEPTANCE

These General Terms and Conditions of Sale and Use are expressly agreed and accepted by the Customer, who declares and acknowledges that they are fully aware of them, and thereby waives the right to rely on any contradictory document, in particular its own general terms and conditions of purchase, which may not be invoked against the Service Provider, even if it has been made aware of them.