General terms and conditions of sale

1. Purpose and scope

These general terms and conditions of sale (the "Terms") govern the subscription to and use of the ELEGG FX software (the "Service"), published by ELEGG Finance, a French sole proprietorship registered under SIREN 842 848 442 (the "Publisher"). They apply to the exclusion of any other document, in particular the Client's own purchasing terms. Subscribing to the Service constitutes unreserved acceptance of the Terms in force on the order date.

2. Business customers only

The Service is reserved for professionals acting in the course of their business. It is not offered to consumers. The Client warrants that it has authority to subscribe on behalf of the legal entity it designates, and that the information provided is accurate.

3. Description of the Service

ELEGG FX is an online software platform for managing foreign-exchange risk. It includes:

• recording and monitoring currency requirements over a rolling horizon;
• recording and daily valuation of FX hedges, including optional and barrier products;
• estimating the bank margin embedded in a term sheet;
• budget-rate monitoring and email alerts when a market objective is reached;
• importing transactions from a spreadsheet, a confirmation PDF or a partner broker;
• producing reports for the Client's management.

4. No investment advice

The Service provides estimates, theoretical valuations and analysis tools. It does not constitute an investment service, personalised advice on any given financial instrument, a recommendation to enter into or refrain from a transaction, or any guarantee of price, margin or outcome. Hedging decisions are the Client's sole responsibility.

5. Market data

Rates, volatilities and forward points are sourced from public market data or third-party providers. They are indicative, may be delayed and are not dealable prices. The Publisher does not warrant their accuracy, completeness or continuous availability. A difference between a valuation shown by the Service and a price obtained from a bank counterparty is normal and is not a defect of the Service.

6. Subscription

Subscription takes place online: the Client provides its company and user details, chooses a password, accepts these Terms and proceeds to payment. The contract is formed upon collection of the first instalment, or on the date access is opened if earlier. A confirmation email summarises the subscription.

7. Price and payment

Applicable prices are those shown on the site's Pricing page on the order date. The subscription is payable monthly in advance. The applicable VAT regime is the one stated on the invoice. Three payment methods are offered:

• card — charged automatically at each instalment;
• SEPA direct debit — under a mandate signed online, debited at each instalment;
• bank transfer — on invoice, payable within fourteen (14) days of the invoice date.

8. Late payment

Any sum unpaid at its due date bears interest at the European Central Bank's most recent refinancing rate plus ten percentage points, together with a fixed recovery indemnity of forty (40) euros, under articles L. 441-10 and D. 441-5 of the French Commercial Code. Failing payment within fifteen (15) days of a formal notice, the Publisher may suspend access without indemnity and without releasing the Client from sums due.

9. Term, renewal and termination

The subscription has an initial term of three (3) months, billed in monthly instalments, and renews tacitly for successive three (3) month periods. Either party may terminate by email giving one (1) month's notice before the end of the current period; failing that, the subscription continues for a further period. Instalments already paid are not refunded pro rata. The Publisher may also terminate with immediate effect in the event of a material breach, in particular non-payment.

10. No withdrawal right

As the Service is supplied to professionals for their business purposes, the statutory withdrawal right for consumers does not apply. A free thirty (30) day trial, with no payment method required, is available to evaluate the Service beforehand.

11. Access, accounts and security

Access is personal. The Client is responsible for the confidentiality of its credentials and for any action taken from its account. Sign-in has two steps: a password, then a one-time code sent to the account's email address. The Client undertakes to report any unauthorised use without delay.

12. Availability and maintenance

The Publisher uses reasonable efforts to keep the Service accessible around the clock. No service-level agreement is given. Access may be interrupted for maintenance, preferably outside French business hours. The Service relies on third-party hosting and data providers; unavailability attributable to one of them is subject to the liability cap in article 14.

13. Client data and confidentiality

Data entered or imported by the Client remains its exclusive property. The Publisher will not use it for any purpose other than providing and technically improving the Service, nor disclose it to third parties other than sub-processors necessary to operate the Service. It is never resold. The Client may export it at any time; thirty (30) days after the subscription ends it is deleted on request, and otherwise kept only as long as the Publisher's legal obligations require.

14. Liability

The Publisher owes an obligation of means. Its aggregate liability is capped at the amount excluding tax actually paid by the Client over the twelve (12) months preceding the triggering event. Indirect damages are excluded, in particular exchange losses, loss of business, loss of margin, loss of opportunity or reputational harm. These limits do not apply in the event of gross negligence or wilful misconduct, nor where the law prohibits them.

15. Intellectual property

The Service, its valuation models, interface and documentation remain the Publisher's exclusive property. The subscription grants a personal, non-exclusive, non-transferable right of use for the subscription term and for the Client's internal needs only.

16. Personal data

The Publisher processes users' personal data (name, email address, phone number, sign-in logs) to perform the contract, as controller for customer-relationship management and as processor for data the Client uploads. Data-subject rights may be exercised at contact@eleggfinance.com. The site's privacy policy sets out the details.

17. Sub-processing and changes to the Service

The Publisher may use technical sub-processors (hosting, email delivery, payment collection) and may develop the Service's features, provided its essential characteristics are preserved. Any substantial change to these Terms is notified by email at least thirty (30) days before it takes effect; the Client may terminate free of charge before that date.

18. Force majeure

Neither party is liable for a failure resulting from an event of force majeure. Where the impediment exceeds sixty (60) days, either party may terminate by registered letter without indemnity.

19. Governing law and jurisdiction

These Terms are governed by French law. Failing amicable resolution within thirty (30) days of the first written claim, any dispute falls within the exclusive jurisdiction of the courts having jurisdiction over the Publisher's registered office.