General Conditions of Sale

AMAYA AG (“AMAYA”) is a simplified joint stock company registered with the Reims Trade and Companies Register under number 914 627 294, with its registered office at 7 rue Pierre Salmon, 51430 Bezannes.

Amaya can be contacted at contact@amaya.ag.

AMAYA offers the customer identified in the Quotation as defined below (the «Customer») a solution accessible in «Software as a Service» mode consisting of a mobile application to monitor and manage farms and a web interface to define the basic configuration (products, fertilization programs, etc.) (the “Services”) through the Amaya platform (the “Platform”).

The contractual relationship between the Client and AMAYA is governed, in descending hierarchical order, by the following documents:

The quote (the “Quote”)

• It is based on the Client’s needs.
• The Customer must accept it in writing (including by email) within 30 days of its issue. This acceptance constitutes acceptance of the General Conditions in their version in force on the date of the Quotation.
• In case of contradiction, the Quote prevails over the General Conditions.
• In case of contradiction, the most recent quote prevails over the oldest(s).

The general conditions

They define:

• The terms of use of the Services,
• The respective obligations of the parties.

(i) The Client is:

• a natural person with full legal capacity
• or a legal person acting through a natural person with the power or authorisation required to contract on behalf of and on behalf of the Client.

(ii) The Client is a professional, understood as any natural or legal person acting for purposes falling within the scope of its commercial, industrial, craft, liberal or agricultural activity, including when it acts in the name or on behalf of another professional.

In order to benefit from the Services, the Customer must have the following hardware or software:

• Either an Android-based mobile phone with a version greater than 5.1 or an iPhone with a version greater than 11.0 for application use.
• Either a computer with an updated Edge, Firefox, Safari or Chrome browser.

To subscribe to the Services, the Customer must create an account and complete the form provided for this purpose available on the Platform.

The Customer must provide AMAYA with all information marked as mandatory. Once the account has been created, the Customer may subscribe to the Services and activate his account by validating the Quote offered by AMAYA.

The Client’s subscription to the Services automatically entails the activation of an account in the Client’s name (the “Account”). The Account allows him to access the Services using his login and password.

The Customer is expressly informed that the use of the Solution and all its features depends on the full payment of the Services.

Once the Customer’s Account is activated, it can freely create access for users (the «Users») within the limit of the number provided in the subscribed Services. The Customer is solely responsible for creating access for Users, setting their access rights and their personal use of the Platform.

6.1. The Services

Prior to any subscription, the Customer acknowledges that he can read on the Platform the characteristics of the Services and their constraints, particularly technical.

Although the Customer may use certain features of the Services offline, it acknowledges that the implementation of the Services requires being connected to the Internet and that the quality of the Services depends on this connection, for which AMAYA is not responsible.

The Services to which the Client has subscribed are described in the Quotation. In the context of the Services, the Customer has access to a license to use the Solution allowing him to:

• be able to make recommendations to its farmer clients (the “Beneficiaries”);
• manage and monitor its portfolio of Beneficiaries;
• access to organisational and operational farm indicators;
• to visualize and analyse the organisation of the Beneficiaries’ agricultural holdings;
• connect to the data of the Beneficiaries, if they accept it by sending them a link in order to follow the data of the farms of the latter;
• issue alerts and recommendations to the Beneficiaries.

AMAYA reserves the right to offer any other Service. Any request to modify the subscribed Services must be the subject of an additional Quotation.

6.2. Supplementary benefits

Maintenance
The Customer benefits during the duration of the Services from maintenance, including corrective and scalable. In this context, access to the Platform may be limited or suspended.

Regarding corrective maintenance, AMAYA makes its best efforts to provide the Customer with corrective maintenance to correct any malfunction or bug found on the Platform.

Regarding the upgradeable maintenance, the Customer benefits during the duration of the Services from upgradeable maintenance, which AMAYA will be able to carry out automatically and without prior information.

Accommodation
AMAYA ensures, under an obligation of means, the hosting of the Platform, as well as data produced and/or entered by/on the Platform, on its servers or through a professional hosting provider, and on servers located in a territory of the European Union.

Technical assistance
In case of difficulty encountered when using the Services, the Customer may contact AMAYA at the coordinates mentioned in the article «Identification of AMAYA». The technical assistance service is available from Monday to Friday, excluding public holidays, from 9 am to 6 pm.

The Customer subscribes to the Services as a subscription (the «Subscription»).

The Subscription begins on the day of its subscription for an initial period indicated in the Quote. It is tacitly renewed, for successive periods of the same duration as the initial period (with the initial period, the «Periods»), from date to date, unless the Subscription is terminated in the conditions of the article «End of the Services».

8.1. Prices of Services

The prices of the Services to which the Client has subscribed are indicated in the Quotation. Any Period started is due in full. AMAYA is free to offer promotional offers or price reductions. The prices of AMAYA can be revised at any time in the conditions of the article «Modification of the General Conditions».

8.2. AMAYA Billing and Payment Terms

AMAYA sends the Client an invoice per Period by any useful means. Unless otherwise stated in the Quote, payment of the Subscription is made by bank transfer to the details indicated on the invoices of AMAYA or by credit card through the secure online payment service specified on the Platform. The Customer guarantees to AMAYA the necessary authorizations to use this payment method.

8.3. Consequences of Default or Default

In case of default or late payment, AMAYA reserves the right, from the day after the due date on the invoice, from:

• immediately suspend the Services pending payment of the full amount due,
• charge to him interest on late payment equal to three times the statutory rate of interest, based on the amount of the sums not paid at the due date and a lump sum of EUR 40 for recovery costs.
• if applicable, declare the forfeiture of the term of all sums owed by the Client and their immediate payable.

The Platform is the property of AMAYA, as well as the software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.) that it exploits. They are protected by any intellectual property rights or rights of the producers of databases in force. The license that AMAYA consents to the Client does not entail any transfer of ownership.

From the payment of the Subscription, the Customer, and the Users, benefit from a personal license in non-exclusive and non-transferable SaaS mode of use of the Platform for the duration provided for in the article «Duration of subscription to the Services».

The parties may make use of their respective names, brands and logos and refer to their respective platforms, as commercial references, for the duration of their contractual relationship and 3 years beyond.

11.1. Concerning the provision of information

The Customer undertakes to provide AMAYA with all information necessary for the subscription and use of the Services.

11.2. Concerning the Customer’s Account

The Customer:

• guarantees that the information provided in the form is accurate and undertakes to update it,
• acknowledges that this information is proof of its identity and commits it as soon as it is validated,
• is responsible for maintaining the confidentiality and security of his username and password.

The Customer must immediately contact AMAYA at the contact details mentioned in the article «Identification of AMAYA» if he finds that his Account has been used without his knowledge.

11.3. Regarding the use of the Services

The Client is responsible for its use of the Services and any information it shares in this context. It is also responsible for the use of the Services and any information shared by Users. The Client shall refrain from diverting the Services for purposes other than those for which they were designed, in particular to:

• engage in illegal or fraudulent activity,
• prejudice third parties or their rights in any way,
• prejudice public order and morality,
• violate a contractual, legislative or regulatory provision,
• carry out any activity likely to interfere with a third party’s computer system.

The Customer is responsible for the Content of any kind that it broadcasts as part of the Services. The Customer agrees that the Content broadcast on the Platform will be made public by default and may be viewed by other users of the Platform.

The Client expressly acknowledges that all advice, recommendations, opinions that he formulates on the Platform for the Beneficiary is his sole responsibility. The Client guarantees AMAYA against any claim and/or action that may be brought against it as a result of the breach of one of the Client’s obligations.

AMAYA undertakes to provide the Services with diligence, it being specified that it is bound to an obligation of means. AMAYA undertakes to respect the regulations in force.

12.1. Concerning the quality of the Services

AMAYA makes its best efforts to provide the Client with quality Services. To this end, it regularly carries out checks to verify the functioning and accessibility of its Services. However, AMAYA is not responsible for any temporary difficulties or impossibilities of access to its Services which may result from:

• circumstances outside its network,
• failure of equipment, cabling, services or networks not under its responsibility,
• the interruption of the Services by telecom operators,
• the intervention of the Customer,
• a case of force majeure.

12.2. Concerning the service level guarantee

AMAYA makes its best efforts to maintain access to the Platform 24/24 and 7/7 except in the case of planned maintenance. In any case, AMAYA guarantees the annual availability of the Platform at 99.5%, except in cases of force majeure.

12.4. Regarding Data Storage and Security

AMAYA provides sufficient storage capacity for the operation of the Services. AMAYA makes its best efforts to ensure data security by implementing measures to protect the infrastructure and the Platform, detect and prevent malicious acts and recover data.

12.5. Regarding the publication of Content

AMAYA acts as a hosting provider for the Content that the Customer puts online. Accordingly, it is not responsible for such Content. If AMAYA receives a notification of an Unlawful Content, it will act promptly to remove or make its access impossible.

AMAYA’s liability is limited to the only proven direct damages suffered by the Customer as a result of the use of the Services.

With the exception of personal injury, death and gross negligence, and subject to having issued a claim by registered letter with acknowledgement of receipt, within five working days of the occurrence of the damage, AMAYA’s liability shall not be incurred for an amount greater than the amounts it has collected during the 12 months preceding the event giving rise to liability or the duration of provision of its Services if this duration is shorter.

Evidence may be established by any means. The Customer is informed that the messages exchanged through the Platform as well as the data collected on the Platform and IT equipment of AMAYA constitute one of the admitted modes of proof, in particular to demonstrate the reality of the Services performed and the calculation of their price.

15.1. General Provisions

The parties undertake to comply with all the legal and regulatory obligations incumbent on them with regard to the protection of personal data, in particular Law 78-17 of 6 January 1978 and Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (together the «Applicable Regulations»).

For the purpose of managing the contractual relationship between the parties, each party processes the personal data of the interlocutors of the other party as controller within the meaning of the applicable Regulations.

15.2. Procedures for the processing by AMAYA as subcontractor

Description of the subcontracted processing
As part of the Services, AMAYA is required to process personal data in the name and on behalf of the Client as a processor, while the Client acts as a data controller. The characteristics are described in Appendix 1.

AMAYA’s obligations towards the Client:

• Data processing: AMAYA undertakes to process personal data only for the purposes listed in Appendix 1 and in accordance with the Customer’s documented instructions.
• Data security: AMAYA undertakes to implement appropriate technical and organizational measures to ensure the security and integrity of personal data.
• Other subcontractors: AMAYA is authorized to use the subcontractors listed in Appendix 1.
• Notification of breaches: AMAYA undertakes to notify the Customer as soon as possible after becoming aware of any breach of personal data.
• Data reuse: The Customer hereby authorizes AMAYA to process the personal data collected as part of the Services for the purpose of improving the AMAYA Services, and in particular to produce statistics.

Customer’s obligations vis-à-vis AMAYA:

• Provide AMAYA with the personal data referred to in Appendix 1, to the exclusion of any irrelevant or unnecessary personal data.
• Collect under its responsibility, in a lawful, fair and transparent manner, the personal data provided to AMAYA.
• Keep a record of the processing.

Unless otherwise agreed in writing by the other party, the Parties respectively undertake to keep confidential, for the duration of their contractual relationship and 3 years thereafter, all information expressly identified as confidential.

This obligation does not extend to information:

• of which the party receiving them was already aware,
• which are already public when they are communicated,
• which were lawfully received from a third party,
• the communication of which would be required by the judicial authorities.

The parties cannot be held responsible for breaches or delays in the performance of their contractual obligations due to a case of force majeure occurring during the duration of their relationship. Force majeure as defined in article 1218 of the Civil Code.

If one of the parties is prevented from performing its obligations due to force majeure, it must inform the other party by registered letter with acknowledgement of receipt.

The Subscription must be terminated at the latest:

• 7 days before the end of the current Period if the Subscription is monthly,
• 1 month before the end of the current Period if the Subscription is subscribed annually.

Any Period started is due in full. The Client no longer has access to his account from the end of the Services. AMAYA may delete any Account if it has been inactive for a continuous period of more than 24 months.

Constitute essential obligations towards the Client (the « Essential Obligations »):

• payment of the price,
• not provide incorrect, incomplete information to AMAYA,
• not use the Services for a third party,
• not engage in activities which are illegal or fraudulent.

In the event of a breach of one of these Essential Obligations, AMAYA may suspend or remove the Customer’s access to the Services, remove any Content related to the breach, or initiate any legal action.

AMAYA may amend its General Terms and Conditions at any time and will inform the Customer thereof by any written means (including by email) at least 45 calendar days before their entry into force.

If the Customer uses the Services after the entry into force of its amended General Conditions, AMAYA considers that the Customer has accepted them.

The General Conditions are governed by French law.

In case of dispute between the Client and AMAYA, and in the absence of amicable agreement within 2 months of the first notification, it will be subject to the exclusive jurisdiction of the courts of Paris (France), unless mandatory provisions to the contrary.

1. Description of the data processing carried out by AMAYA on behalf of the Customer

• Purposes of processing personal data: Provision of services
• Nature of processing operations: Collection, recording, organization, structuring, preservation, adaptation or modification, extraction, consultation, use, transmission communication, dissemination…
• Type of personal data processed:
  • Login data: Time stamp, device information, IP address, etc.
  • Identification and profile data: Include last name, first names, email address, phone number, password…
  • Financial data: this may include payment details, credit card information…
  • Location data: Geolocation information.
  • User-generated content: Such as comments, ratings, images or videos shared by users.
  • Communication data: This may include emails, social media messages, chat histories, etc.
  • Demographics: including age and gender.
• Categories of persons concerned: Beneficiaries
• Processing Time: Term of Contract

2. List of Authorized Subsequent Subcontractors