General Terms and Conditions of Sale

These General Terms and Conditions of Sale (hereinafter the "GTC") are entered into between:

The company Check Easy, a Simplified Joint-Stock Company (Société par Actions Simplifiée) with a share capital of €12,000.00, whose registered office is located at 6 rue Albert Difusco, 13007 Marseille, registered with the Trade and Companies Register (RCS) of Marseille under number B 935207100, intra-community VAT number FR05935207100, represented by Adrien Gabillet in his capacity as Chief Executive Officer.

Hereinafter referred to as "Check Easy".

AND

Any legal entity or natural person acting for professional purposes, subscribing to a subscription to the services offered by Check Easy.

Hereinafter referred to as the "Client".

Article 1. Definitions

Article 2. Purpose

These GTC are intended to define the legal and financial conditions under which the Client subscribes to and manages their Subscription to the Services provided by Check Easy. They apply to the exclusion of all other conditions. As the Client is a professional, the provisions of the French Consumer Code are not applicable.

Article 3. Contractual documents

The contractual relationship is governed by the following documents, in descending order of priority:

Acceptance of the GTC entails full and complete acceptance of the GCU and the Privacy Policy.

Article 4. Description of services

The Services consist of providing access to the Application enabling the Client to carry out move-in and move-out property inspections assisted by artificial intelligence. The detailed functionalities are described in the GCU.

Article 5. Order process

5.1. To subscribe to a Subscription, the Client must follow the online Order process on the Application website, including creating a Client Account, choosing the Subscription Period, and providing payment information.

5.2. Finalisation of the Order is subject to the Client's express and unreserved acceptance of these GTC and the GCU, evidenced by checking a box.

5.3. The contract is deemed concluded on the date of validation of the Order by Check Easy, confirmed by sending an email to the Client.

Article 6. Financial conditions

6.1. Price

The Price is the one in effect on the date of the Order. Prices are indicated in euros and are exclusive of taxes (excl. VAT). The applicable VAT will be added at the rate in effect on the date of invoicing.

Check Easy reserves the right to revise the Price. Any price change will be notified to the Client by email at least 30 days before it takes effect. In case of disagreement, the Client may terminate their Subscription in accordance with Article 7.2.

6.2. Payment methods

Payment is made by automatic debit or credit card through our secure payment provider Stripe (Stripe Inc., San Francisco, CA, USA), PCI-DSS Level 1 certified. The Client's bank details are processed exclusively by Stripe and never pass through Check Easy's servers. The first payment is due on the date of the Order. Subsequent payments are automatically debited on each anniversary date.

An electronic invoice will be made available to the Client in their Client Account after each payment.

6.3. Payment default

In the event of payment rejection, access to the Services will be immediately suspended. The Client has seven (7) calendar days to rectify the situation. Failing this, Check Easy may terminate the Subscription as of right.

Any late payment will incur late payment penalties equal to three (3) times the statutory interest rate in effect, as well as a fixed indemnity of 40 euros for recovery costs, in accordance with article L. 441-10 du Code de commerce.

Article 7. Duration and termination

7.1. Duration

The Subscription is entered into for an indefinite period, with an initial monthly or annual Subscription Period. It is renewed by tacit renewal for successive periods of the same duration.

7.2. Termination by the Client

The Client may terminate their Subscription at any time and without charge from their Client Account. The termination will take effect at the end of the current Subscription Period. No refund will be issued for the period already commenced.

7.3. Termination by Check Easy

Check Easy may terminate the Subscription as of right in the event of a serious breach by the Client, after a formal notice by email that has remained without effect for 15 calendar days.

Article 8. Liability

The Application constitutes a decision-support tool and does not substitute for the Client's professional judgment. Check Easy's liability is limited to direct and foreseeable material damages. The total amount of compensation may not exceed the total amount of sums paid by the Client during the 12 months preceding the event giving rise to the claim.

Article 9. Availability and maintenance

9.1. Availability target

Check Easy endeavours to keep the Service accessible 99.5% of the time on a monthly basis, excluding scheduled maintenance periods. This target constitutes a best-efforts obligation and not a guarantee of result.

9.2. Scheduled maintenance

Maintenance operations are scheduled outside peak usage hours (between 1:00 AM and 6:00 AM, Paris time) and are subject to 48 hours prior notice by email or in-app notification, except in the case of a security emergency.

9.3. Support

Support is available by email at claire@checkeasy.co, Monday to Friday from 9:00 AM to 6:00 PM (Paris time). Check Easy endeavours to respond within 24 business hours for standard requests and within 4 business hours for critical incidents (total Service unavailability).

Article 10. Force majeure

Neither Party shall be held liable for failure to perform its obligations due to a case of force majeure, as defined by article 1218 du Code civil. The affected Party must inform the other Party as soon as possible.

Article 11. Personal data

The terms of collection, processing, and protection of data are detailed in the Privacy Policy, which forms an integral part of the contract.

Check Easy acts as a data processor when it processes personal data on behalf of and on the instructions of the Client for the provision of the Service, including the generation of property inspection reports. Check Easy and the Client are joint controllers when both parties agree on the analysis performed via the AI tool.

Article 12. Notifications

Any notification must be sent by email:

Article 13. Miscellaneous provisions

12.1. Severability: If any provision is declared invalid, the remaining provisions shall retain their force and effect.

12.2. Non-waiver: Failure to enforce a breach shall not constitute a waiver.

12.3. Assignment: The Client may not assign their rights without the prior written consent of Check Easy.

12.4. Survival: The articles on Definitions, Financial Conditions (for amounts due), Liability, Personal Data, Applicable Law, and Entirety of the Agreement shall survive termination.

Article 14. Applicable law and jurisdiction

These GTC are governed by French law. In the event of a dispute, the Parties shall endeavour to find an amicable solution within 30 days. Failing this, the dispute shall be submitted to the exclusive jurisdiction of the courts of Marseille.

Article 15. Entirety of the agreement

These GTC, together with the GCU and the Privacy Policy, constitute the entire agreement between the Parties.

Annex 1 — Joint controllership agreement

In accordance with Article 26 of the GDPR, the Parties jointly determine the purposes and means of the following processing:

Sub-processors:

The Parties undertake not to transfer personal data outside the EEA without appropriate safeguards in accordance with Chapter V of the GDPR (adequacy decision or Standard Contractual Clauses).

Each Party is subject to the obligation to notify the CNIL of data breaches within a maximum period of 72 hours. Each Party undertakes to inform the other Party as soon as possible.

Annex 2 — Data processing agreement (sub-processing)

Processing characteristics

Obligations of Check Easy

Check Easy undertakes to:

Obligations of the Client

The Client undertakes to actively cooperate with Check Easy and to communicate any useful information concerning the personal data processed.

Subsequent sub-processors

Check Easy uses the following subsequent sub-processors, duly authorised by the Client:

Check Easy undertakes not to add any new sub-processor without prior notification to the Client by email, with 15 days notice. The Client may object within this period. In the event of an unresolved objection, the Client may terminate the contract. Check Easy remains fully liable for its sub-processors.

Transfers outside the EU

Data is hosted within the European Union (Hostinger, Lithuania). Transfers to the United States (OpenAI, Stripe) are governed by the European Commission's adequacy decision regarding the EU-US Data Privacy Framework (decision of July 10, 2023) and, additionally, by the Standard Contractual Clauses (SCCs) adopted by the European Commission. No other transfer outside the EU will be made without prior notification to the Client.

Contact

For any questions regarding these terms, please contact us at: claire@checkeasy.co