Terms & Conditions

1.Object QuikTipz Limited ("GoQuikz") offers a payment and gratuity acceptance automation service for: •Hospitality & Retail Services (the "Services Experts"), which provide their own staff with part of the services provided by GoQuikz; •staff of The Services Experts; •companies; •software publishers who wish to include in their service offer the services offered by GoQuikz. (together the "Users"). The services are provided through the website https://goquikz.com (the "Platform") and may include (the "Services"): •automatic collection of payments (together "Payment Links") (the "Automatic Collection of tips"); •the provision of NFC embedded technology (the "NFC"); •accept payments of sales (the "Payment of Sales"); •accept payments of gratuities (the "Payment of Tips"); •for Service Experts: othe addition of payment Terminals othe addition of staff management system The purpose of these general conditions is to define the terms and conditions of use of the Services as well as to define the rights and obligations of the parties in this context. They are accessible and printable at any time by a direct link at the bottom of the page of the Platform. They may be supplemented if necessary by conditions of use specific to certain Services which will supplement these general conditions and, in case of contradiction, will prevail over them. 2.Operator of the Platform and Services, contact The Platform and the Services are operated by QuikTipz Limited, registered with the Companies Register of Ireland under number 679021, whose registered office is located at 2 The Landings – Dublin 2, Ireland. QuikTipz carries payments activity related to debit cards and related services under a non-exclusive mandate of Swan, a payment institution, within the meaning of Article L. 526-1 of the Monetary and Financial Code offering payment services, approved by the Prudential Control and Resolution Authority of the Banque de France (4 Place de Budapest CS 92459, 75436 Paris, https://acpr.banque-france.fr/) under the number under registration number 17328 ("Swan"). GoQuikz may be contacted via the discussion area of the Site, it being understood that the space may, at the discretion of GoQuikz, be reserved for certain Users only, depending on the Plan subscribed, or at the following location, in particular for any complaint: •Email: [email protected] 3.Access to the Platform and Services 3.1 Legal capacity The Platform and the Services are accessible: •to any natural person with full legal capacity to undertake under these general terms and conditions. The natural person who does not have full legal capacity may only access the Platform and the Services with the agreement of his legal representative; •to any legal person acting through a natural person having the legal capacity to contract in the name and on behalf of the legal person. 3.2 The Platform and Services reserved for professionals The Platform and the Services are intended exclusively for professionals, understood as all natural or legal persons exercising a remunerated activity on a non-occasional basis in all sectors of activity of industry and commerce. 4.Acceptance of terms and conditions The acceptance of these general conditions is agreed via the sign up process. This acceptance can only be full and complete. Any membership subject to reservation is considered null and void. The User who does not agree to be bound by these terms and conditions must not access the Platform or use the Services. 5.Acceptance of Swan's terms and conditions for the implementation of the QuikAccountz service The User acknowledges and accepts that the implementation of the QuikAccountz service involves the creation of an account with Swan through GoQuikz. The User is expressly informed and accepts that the Accounts service carried out through the Platform is managed by Swan. Therefore, the User contracts directly with Swan regarding the implementation of the Accounts service, accepting the general conditions of Swan accessible here. As part of the Accounts service, the User transmits to Swan, through GoQuikz, all their instructions relating to payments through their Account and in particular their personal data. Accordingly, the User expressly agrees that GoQuikz may transmit such instructions and personal data to Swan, on its behalf and on its behalf. If Swan refuses or terminates the User's subscription, the User will no longer be able to use the Bill Payment service. Conversely, the termination of the contractual relationship between the User and GoQuikz entails the termination of the contract between Swan and the User. In the event of any contradiction between Swan's terms and conditions and these terms and conditions, the latter shall prevail. 6.Registration on the Platform 6.1 To use the Services, the User must: •either fill in the registration form available on the Platform; •or be registered on one of the third-party sites indicated on the Platform and use their login credentials to that third-party site to register on the Platform. In this case, he must provide GoQuikz if necessary with the additional information requested. He expressly authorizes GoQuikz to access his account data on the third-party site concerned. In any case, the User must provide GoQuikz with all the information marked as mandatory. Any incomplete registration will not be validated. Registration automatically entails the opening of an account in the Name of the User (the "Account") which allows him to manage his use of the Services in a form and according to the technical means that GoQuikz deems most appropriate to render the said Services. The User may access his Account at any time after having identified himself using his login ID and password. 6.2 The User undertakes to use the Services personally and not to allow any third party to use them in his place or on his behalf, unless he bears full responsibility. Login credentials are strictly personal and confidential. The User undertakes to preserve the security and to ensure the confidentiality of the username and password of his Account. In addition, the User assumes responsibility for the security of individual workstations allowing access to the Platform. Any access to the Platform made using the User's identifiers will be deemed to have been made by the latter. The latter must inform GoQuikz without delay at the contact details indicated in Article 2 hereof if he notices or is informed that his Account, including one of the Accesses, has been used without his knowledge. It recognizes GoQuikz's right to take all appropriate measures in such cases. In the event of a security breach due to non-compliance with this article by the User, the latter will be solely responsible and can in no way engage the responsibility of GoQuikz. The User guarantees that all the information he gives in the registration form or that he provides through the third-party sites referred to above is accurate, up-to-date and sincere and is not tainted by any misleading character. He undertakes to update this information in his Account in case of modification, so that it always corresponds to the aforementioned criteria. The User is informed and accepts that the information entered for the purpose of creating or updating his Account is proof of his identity. The information entered by the User commits him as soon as it is validated. 7.Description of the Services The Services are purchased in the form of a subscription (the "Plan"). Depending on the Plan subscribed, the User has access to a certain number of Services defined on the Platform, in a form and according to the functionalities and technical means that GoQuikz deems most appropriate, and in particular: 7.1 Payment Acceptance GoQuikz provides payment acceptance services. 7.2 Payment Links GoQuikz provides payment link generation services, links to 7.1 Paymnet Acceptance. 7.9 Tronc GoQuikz provides a digital tip distribution (the “TRONC”) software allowing for tips ( via 7.1 ) to go directly to the staff of the hospitality supplier. 7.10 Other Services GoQuikz reserves the right to offer any other Service that it deems useful, in a form and according to the functionalities and technical means that it deems most appropriate to render said Services. 8.Duration of Services, unsubscription The Services are subscribed in the form of a monthly or annual Plan. The Plan begins on the day of its subscription for the duration subscribed by the User (monthly or annual) (the "Initial Period"), from date to date. It is then tacitly renewed, for successive periods of the same duration as the Initial Period (referred to, together with the Initial Period, the "Periods"), from date to date, unless denunciation is made, at any time, by GoQuikz or by the User. Any Period commenced is due in its entirety. The denunciation of the Plan by the User is carried out through his Account. The denunciation of the Plan by GoQuikz is made by sending an email to the User. In addition, GoQuikz also reserves the right to close and delete any Account that remains inactive for a continuous period of 6 months. A platform fee of US$10 per month for all US Based connected accounts is applicable. In case of unsubscription of the User, the User's transaction history is kept by GoQuikz for a period of 3 years from the User's unsubscription. 10.Evidentiary Agreement The User expressly acknowledges and accepts: 1.that the data collected on the Platform and GoQuikz computer equipment are proof of the reality of the operations carried out within the framework of these terms and conditions; 2.that these data constitute the main means of proof accepted between the parties, in particular for the calculation of the sums due to GoQuikz . The User can access this data in his Account. 11.Obligations of the User Without prejudice to the other obligations provided for herein, the User undertakes to comply with the following obligations. 11.1 The User undertakes, in his use of the Services, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order. In this regard, it undertakes not to use the Services for illicit purposes and to comply with the regulations applicable to the fight against money laundering, the financing of terrorism and the freezing of assets. To this end, the User undertakes to cooperate with GoQuikz and, where applicable, with Swan in the communication of Know Your Customer documents. Swan may ask the User for any proof necessary to fulfill its legal obligations. 11.2 The User acknowledges having read on the Platform the characteristics and constraints, in particular technical, of all the Services. He is solely responsible for his use of the Services. 11.3 The User undertakes to make strictly personal use of the Services. He is therefore prohibited from assigning, granting or transferring all or part of his rights or obligations hereunder to a third party, in any way whatsoever. 11.4 The User undertakes to provide GoQuikz with all the necessary information and more generally to cooperate actively with GoQuikz for the proper performance of the Services. The User is solely responsible for the documents, elements, data, information and content that he provides to GoQuikz. He guarantees GoQuikz that he is authorized to provide him with these documents, elements, data, information and content and that he has all the rights and authorizations necessary for their exploitation as part of the Services. It is also solely responsible for their accuracy, sincerity and completeness, GoQuikz can in no way be held responsible for any errors, typos, omissions or indications, in particular on its bank details, likely to mislead the organizations concerned, and in particular Swan, due to a breach by the User of this clause. The User undertakes that the said content added to the Platform is lawful, does not infringe public order, morality or the rights of third parties, does not infringe any legislative or regulatory provision and more generally, is in no way likely to bring into play the civil or criminal liability of GoQuikz. The User is thus prohibited from disseminating, in particular and without this list being exhaustive: •pornographic, obscene, indecent, offensive or unsuitable for a family audience, defamatory, abusive, violent, racist, xenophobic or revisionist content; •infringing content; •content that infringes on the image of a third party; •content that is deceptive, misleading or that proposes or promotes illegal, fraudulent or misleading activities; •content that is harmful to third party computer systems (such as viruses, worms, Trojan horses, etc.); •and more generally content that may infringe the rights of third parties or be harmful to third parties, in any way and in any form whatsoever. 11.5 The User acknowledges that the Services offer him an additional, non-alternative, solution for automated management of his accounting and that this solution cannot replace the other means that the User may otherwise have to achieve the same objective. 11.6 The User is informed and accepts that the implementation of the Services requires that he be connected to the internet and that the quality of the Services depends directly on this connection, for which he is solely responsible. 11.7 The User indemnifies GoQuikz against any claims, claims, actions and/or claims of any kind that GoQuikz may suffer as a result of the User's breach of any of its obligations or guarantees under these terms and conditions. He undertakes to indemnify GoQuikz for any damage it may suffer and to pay it all costs, charges and/or convictions it may have to bear as a result. 12.Prohibited behaviour 12.1 It is strictly forbidden to use the Services for the following purposes: •the exercise of illegal, fraudulent activities or activities that infringe the rights or safety of third parties; •breach of public order or violation of applicable laws and regulations; •intrusion into the computer system of a third party or any activity likely to harm, control, interfere, or intercept all or part of the computer system of a third party, violate its integrity or security; •the sending of unsolicited emails and/or prospecting or commercial solicitation; •manipulations intended to improve the referencing of a third-party site; •aiding or abetting, in any form and manner, one or more of the acts and activities described above; •and more generally any practice diverting the Services for purposes other than those for which they were designed. 12.2 Users are strictly prohibited from copying and/or misappropriating for their own purposes or those of third parties the concept, technologies, all or part of the data or any other element of the GoQuikz Platform. 12.3 Are also strictly prohibited: (i) any behavior likely to interrupt, suspend, slow down or prevent the continuity of the Services, (ii) any intrusion or attempted intrusion into GoQuikz systems, with the exception of those carried out at the request of GoQuikz to test the Site (iii) any misappropriation of the Platform's system resources, (iv) any actions likely to impose a disproportionate burden on the latter's infrastructures, (v) any breach of security and authentication measures, (vi) any acts likely to infringe the financial, commercial or moral rights and interests of GoQuikz or users of its Platform, and finally more generally (vii) any breach of these general conditions. 12.4 It is strictly forbidden to monetize, sell or grant all or part of the access to the Services or the Platform, as well as to the information hosted and/or shared therein. 13.Penalties for non-compliance In the event of a breach of any of the provisions of these general conditions or more generally, of violation of the laws and regulations in force by a User, GoQuikz reserves the right to take any appropriate measure and in particular to: 1.suspend or remove access to the Services of the User, author of the breach or infringement, or having participated in it; 2.delete any content posted on the Platform; 3.publish on the Platform any information message that GoQuikz deems useful; 4.notify any authority concerned; 5.initiate any legal action. 14.Limitation of Liability of GoQuikz 14.1 GoQuikz undertakes to provide the Services diligently and according to the rules of the art, it being specified that it weighs on it an obligation of means, to the exclusion of any obligation of result, which the Users expressly acknowledge and accept. 14.2 GoQuikz has no knowledge of the data and information contained in the Documents, on which it does not carry out any moderation, selection, verification or control of any kind and in respect of which it only acts as a hosting provider. Consequently, GoQuikz cannot be held responsible for these Documents, whose authors are third parties, any possible claim must be directed in the first place to the author of the Documents in question. Documents harmful to a third party may be notified to GoQuikz in accordance with the procedures provided for in Article 6 I 5 of Law No. 2004-575 of 21 June 2004 on confidence in the digital economy, GoQuikz reserving to take the measures described in article "Penalties for breaches". 14.3 The User acknowledges and agrees that GoQuikz does not act as an advisor or accountant and that the Services do not constitute financial advice. The User is solely responsible for compliance with his accounting and tax obligations, including his obligations to retain accounting and tax data, and more generally the obligations imposed by French and European regulations. 14.4 GoQuikz undertakes to carry out regular checks to verify the functioning and accessibility of the Platform. As such, GoQuikz reserves the right to temporarily interrupt access to the Platform for maintenance reasons. GoQuikz cannot be held responsible for any difficulties or temporary impossibilities of access to the Platform that have their origin in circumstances that are external to it, force majeure, or that are due to disruptions to telecommunications networks. 14.5 GoQuikz undertakes to make its best efforts to ensure the security of the Platform. GoQuikz cannot be held responsible for any lack of vigilance on the part of Users in maintaining the confidentiality of their username and password to access the Platform. 14.6 GoQuikz does not guarantee to Users (i) that the Services, subject to constant research to improve their performance and progress, will be completely free of errors, defects or defects, (ii) that the Services, being standard and not offered for the sole purpose of a given User according to his own personal constraints, will specifically meet their needs and expectations. 14.7 GoQuikz undertakes to use the documents, elements, data and information provided to it by the Users only for the purpose of carrying out the Services and not to communicate them to any third party, except at the express request of the User and/or if such communication is required by the judicial authorities, Swan or results from the legal obligations incumbent on GoQuikz. 14.11 As of the User's unsubscription, no transaction history may be scanned or downloaded. In addition, GoQuikz is not responsible for the retention of transaction history and related data once the User has unsubscribed from the Platform. 14.12 The liability that may be incurred by GoQuikz hereunder is expressly limited to proven direct damage suffered by the User. It may not in any case be higher than the total amount of the price paid by the User during the last 12 (twelve) months. 15.Data ownership All the data contained in the platform reports added to the Account remain the property of the User benefiting from said Account. For Users whose accounting firm or company has subscribed directly to GoQuikz, said accounting firm or said company may access the User's data and use them as part of the Services, in accordance with the article "Description of services". However, they are by no means the owners. 16.Intellectual property The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, database, etc.) operated by GoQuikz within the Platform are protected by all intellectual property rights or rights of database producers in force. All disassembly, decompilations, decryptions, extractions, reuses, copies and more generally, all acts of reproduction, representation, dissemination and use of any of these elements, in whole or in part, without the authorization of GoQuikz are strictly prohibited and may be subject to legal proceedings. 17.Obligations relating to personal data •as data controller of the User's data relating to the Services subscribed directly by them GoQuikz practices a personal data protection policy whose characteristics are explained in the document entitled "Charter on the protection of personal data", of which the User who has subscribed to a Plan is expressly invited to read. The User acknowledges and accepts that for the purpose of performing the Payment service, his personal data will be collected and processed by Swan, as an autonomous data controller within the meaning of the European Data Protection Regulation, according to the terms of its privacy policy available at the following address: https://www.swan.io/privacy-policy. •as a subcontractor concerning the User's data relating to the Services subscribed directly by his company or Chartered Accountant, or by a third-party software publisher of which the User is a customer •General provisions GoQuikz (or the third-party software publisher), which has subscribed to the Plan, each as far as it is concerned, undertake to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulation (Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016). The User who has subscribed to the Plan is the controller of this data and is required to fulfil the obligations incumbent on him under the aforementioned regulation, in particular with regard to the obligation to inform the Users attached to his Account, or any other third party concerned by the processing operations, of the collection of data, the keeping of the register of the processing operations implemented, and more generally, compliance with the principles resulting from the Regulation. The data provided by the User to GoQuikz for the purpose of performing the Services remain the sole property and responsibility of the User. GoQuikz acts exclusively as a processor of personal data. •Obligations of GoQuikz vis-à-vis the User who subscribed to the Plan •Data processing: GoQuikz undertakes to process personal data only for the purpose of performing the Services and in accordance with the documented instructions of the User who has subscribed to the Plan, including with regard to the transfer of data outside the European Union. GoQuikz undertakes to inform the User who has subscribed to the Plan if, in its opinion, an instruction constitutes a violation of the applicable regulations. •Data security and confidentiality: GoQuikz undertakes to implement the appropriate technical and organisational measures to ensure the security and integrity of personal data, their safeguarding and the restoration of their availability in the event of a physical or technical incident. GoQuikz also ensures that persons authorised to process personal data are subject to the obligation to maintain its confidentiality. •Subsequent subcontractors: GoQuikz is entitled to use the following entities (the "Sub-Processors"): •Microsoft for hosting and development services; •the company Hubspot to allow GoQuikz to communicate with Users. •The company Twilio too allow GoQuikz to communicate with Users. In case of recruitment of other sub-processors, GoQuikz must obtain the prior and specific written consent of the controller. In this case, he informs in advance and in writing the User who subscribed to the Plan of any envisaged change concerning the addition or replacement of Sub-Processors. This information must clearly indicate the subcontracted processing activities, the identity and contact details of the Sub-Processor and the dates of the subcontract. The User who has subscribed to the Plan has a period of 7 (seven) days from the date of receipt of this information to submit his objections. This subcontracting can only be carried out if the User who subscribed to the Plan has not objected within the agreed period. The Sub-Processor is obliged to comply with GoQuikz obligations on behalf of and according to the instructions of the User who has subscribed to the Plan. It is the responsibility of GoQuikz to ensure that the sub-processor offers the same sufficient guarantees as to the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the GDPR. If the Sub-Processor does not fulfil its data protection obligations, GoQuikz remains fully liable to the User who has subscribed to the Plan for the execution by the other subcontractor of its obligations. •Provision of information: GoQuikz undertakes to respond to any request for information sent to it by the User who has subscribed to the Plan, whether in the context of a request for the exercise of their rights by the data subjects, an impact assessment, or a request submitted by the data protection authorities or data protection officers of the User who has subscribed to the Plan. •Notification of personal data breaches: GoQuikz undertakes to notify the User who has subscribed to the Plan of any personal data breach within a maximum period of 72 hours after becoming aware of it. In the event that the User who has subscribed to the Plan himself has to notify this violation to the competent control authority, GoQuikz undertakes to communicate to him all useful information and documentation. •Data retention: GoQuikz undertakes to delete the personal data at the end of the contract and, for billing data and bank statements, at the latest after ten years in intermediate archiving if the User who subscribed to the Subscription makes the request. GoQuikz undertakes whatever the cause, and not to keep a copy. •Register and documentation: GoQuikz keeps a written record of the processing carried out on behalf of the Users who have subscribed to the Plan. The register shall also include information relating to such processing. GoQuikz makes available to the User who has subscribed to the Plan, at the latter's request, all the information necessary to demonstrate compliance with his obligations. 18.Confidentiality Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party of which it would be addressed which will be expressly identified by the other party as confidential. With regard to GoQuikz, the parties already expressly agree that this obligation of confidentiality covers the personal data as well as the accounting data that GoQuikz will have to process for the User as part of the Services. All of this information is hereinafter referred to as "Confidential Information". The party that receives Confidential Information undertakes not to disclose it without the prior consent of the other party, for a period of 5 (five) years from the end of the performance of the Services concerned. It may only transmit them to employees, collaborators, trainees or advisers if they are bound by the same obligation of confidentiality as that provided for herein. This obligation does not extend to documents, elements, data and information: 1.of which the receiving party was already aware; 2.already public at the time of their communication or which would become so without violation of these general conditions; 3.which would have been lawfully received from a third party; 4.the disclosure of which would be required by the judicial authorities, in application of laws and regulations or in order to establish the rights of a party under these general conditions. 19.Advertising GoQuikz reserves the right to insert on any page of the Platform and in any communication to Users any advertising or promotional messages in a form and under conditions of which GoQuikz will be the sole judge. 20.Third Party Links and Sites GoQuikz can in no way be held responsible for the technical availability of websites or mobile applications operated by third parties (including its possible partners) to which the User would access through the Platform. GoQuikz assumes no responsibility for the content, advertising, products and/or services available on such third-party sites and mobile applications that are governed by their own terms of use. GoQuikz is also not responsible for transactions between the User and any advertiser, professional or merchant (including its possible partners) to which the User would be directed through the Platform and can in no way be a party to any possible disputes whatsoever with these third parties concerning in particular the delivery of products and / or services, the warranties, representations and other obligations of any kind to which such third parties are bound. 21.Commercial references The User expressly authorizes GoQuikz to quote him and to use, if necessary, the reproduction of his trademark or logo as commercial references, in particular during events or events, in its commercial documents and on its website, in any form whatsoever. 23.Force majeure Neither party can be held responsible for any difficulties or temporary impossibilities of execution of the present which would have as its origin force majeure. The parties agree to understand by force majeure the events usually recognized as such in Civil Procedure Act, 1833 and the Irish courts, including in particular strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or defect attributable to a third party telecommunications provider. In the event of a case of force majeure hindering the performance of its obligations by a party and continuing beyond a period of one month, these general conditions may be terminated by either party, by registered letter with acknowledgment of receipt, without either party having to pay the other any compensation. 22.Changes GoQuikz reserves the right to modify these terms and conditions at any time. The User will be informed of these changes by any useful means at least 2 (two) weeks before the entry into force of said changes. The amended terms and conditions will apply from the renewal of the Plan following their entry into force. The User who does not accept the modified general conditions must unsubscribe from the Services according to the terms provided for in the article "Duration of the Services, unsubscription".; Any User who uses the Services after the entry into force of the modified general conditions is deemed to have accepted these modifications. 23.Tongue In the event of a translation of these general conditions into one or more languages, the language of interpretation will be the English language in the event of a contradiction or dispute over the meaning of a term or provision. 24.Applicable law and jurisdiction These general conditions are governed by Irish law. In the event of a dispute over the validity, interpretation and/or execution of these general conditions, the parties agree that the courts of Dublin will be exclusively competent to judge them, unless mandatory procedural rules to the contrary. 1.Object QuikTipz Limited ("GoQuikz") offers a payment and gratuity acceptance automation service for: •Hospitality & Retail Services (the "Services Experts"), which provide their own staff with part of the services provided by GoQuikz; •staff of The Services Experts; •companies; •software publishers who wish to include in their service offer the services offered by GoQuikz. (together the "Users"). The services are provided through the website https://goquikz.com (the "Platform") and may include (the "Services"): •automatic collection of payments (together "Payment Links") (the "Automatic Collection of tips"); •the provision of NFC embedded technology (the "NFC"); •accept payments of sales (the "Payment of Sales"); •accept payments of gratuities (the "Payment of Tips"); •for Service Experts: othe addition of payment Terminals othe addition of staff management system The purpose of these general conditions is to define the terms and conditions of use of the Services as well as to define the rights and obligations of the parties in this context. They are accessible and printable at any time by a direct link at the bottom of the page of the Platform. They may be supplemented if necessary by conditions of use specific to certain Services which will supplement these general conditions and, in case of contradiction, will prevail over them. 2.Operator of the Platform and Services, contact The Platform and the Services are operated by QuikTipz Limited, registered with the Companies Register of Ireland under number 679021, whose registered office is located at 2 The Landings – Dublin 2, Ireland. QuikTipz carries payments activity related to debit cards and related services under a non-exclusive mandate of Swan, a payment institution, within the meaning of Article L. 526-1 of the Monetary and Financial Code offering payment services, approved by the Prudential Control and Resolution Authority of the Banque de France (4 Place de Budapest CS 92459, 75436 Paris, https://acpr.banque-france.fr/) under the number under registration number 17328 ("Swan"). GoQuikz may be contacted via the discussion area of the Site, it being understood that the space may, at the discretion of GoQuikz, be reserved for certain Users only, depending on the Plan subscribed, or at the following location, in particular for any complaint: •Email: [email protected] 3.Access to the Platform and Services 3.1 Legal capacity The Platform and the Services are accessible: •to any natural person with full legal capacity to undertake under these general terms and conditions. The natural person who does not have full legal capacity may only access the Platform and the Services with the agreement of his legal representative; •to any legal person acting through a natural person having the legal capacity to contract in the name and on behalf of the legal person. 3.2 The Platform and Services reserved for professionals The Platform and the Services are intended exclusively for professionals, understood as all natural or legal persons exercising a remunerated activity on a non-occasional basis in all sectors of activity of industry and commerce. 4.Acceptance of terms and conditions The acceptance of these general conditions is agreed via the sign up process. This acceptance can only be full and complete. Any membership subject to reservation is considered null and void. The User who does not agree to be bound by these terms and conditions must not access the Platform or use the Services. 5.Acceptance of Swan's terms and conditions for the implementation of the QuikAccountz service The User acknowledges and accepts that the implementation of the QuikAccountz service involves the creation of an account with Swan through GoQuikz. The User is expressly informed and accepts that the Accounts service carried out through the Platform is managed by Swan. Therefore, the User contracts directly with Swan regarding the implementation of the Accounts service, accepting the general conditions of Swan accessible here. As part of the Accounts service, the User transmits to Swan, through GoQuikz, all their instructions relating to payments through their Account and in particular their personal data. Accordingly, the User expressly agrees that GoQuikz may transmit such instructions and personal data to Swan, on its behalf and on its behalf. If Swan refuses or terminates the User's subscription, the User will no longer be able to use the Bill Payment service. Conversely, the termination of the contractual relationship between the User and GoQuikz entails the termination of the contract between Swan and the User. In the event of any contradiction between Swan's terms and conditions and these terms and conditions, the latter shall prevail. 6.Registration on the Platform 6.1 To use the Services, the User must: •either fill in the registration form available on the Platform; •or be registered on one of the third-party sites indicated on the Platform and use their login credentials to that third-party site to register on the Platform. In this case, he must provide GoQuikz if necessary with the additional information requested. He expressly authorizes GoQuikz to access his account data on the third-party site concerned. In any case, the User must provide GoQuikz with all the information marked as mandatory. Any incomplete registration will not be validated. Registration automatically entails the opening of an account in the Name of the User (the "Account") which allows him to manage his use of the Services in a form and according to the technical means that GoQuikz deems most appropriate to render the said Services. The User may access his Account at any time after having identified himself using his login ID and password. 6.2 The User undertakes to use the Services personally and not to allow any third party to use them in his place or on his behalf, unless he bears full responsibility. Login credentials are strictly personal and confidential. The User undertakes to preserve the security and to ensure the confidentiality of the username and password of his Account. In addition, the User assumes responsibility for the security of individual workstations allowing access to the Platform. Any access to the Platform made using the User's identifiers will be deemed to have been made by the latter. The latter must inform GoQuikz without delay at the contact details indicated in Article 2 hereof if he notices or is informed that his Account, including one of the Accesses, has been used without his knowledge. It recognizes GoQuikz's right to take all appropriate measures in such cases. In the event of a security breach due to non-compliance with this article by the User, the latter will be solely responsible and can in no way engage the responsibility of GoQuikz. The User guarantees that all the information he gives in the registration form or that he provides through the third-party sites referred to above is accurate, up-to-date and sincere and is not tainted by any misleading character. He undertakes to update this information in his Account in case of modification, so that it always corresponds to the aforementioned criteria. The User is informed and accepts that the information entered for the purpose of creating or updating his Account is proof of his identity. The information entered by the User commits him as soon as it is validated. 7.Description of the Services The Services are purchased in the form of a subscription (the "Plan"). Depending on the Plan subscribed, the User has access to a certain number of Services defined on the Platform, in a form and according to the functionalities and technical means that GoQuikz deems most appropriate, and in particular: 7.1 Payment Acceptance GoQuikz provides payment acceptance services. 7.2 Payment Links GoQuikz provides payment link generation services, links to 7.1 Paymnet Acceptance. 7.9 Tronc GoQuikz provides a digital tip distribution (the “TRONC”) software allowing for tips ( via 7.1 ) to go directly to the staff of the hospitality supplier. 7.10 Other Services GoQuikz reserves the right to offer any other Service that it deems useful, in a form and according to the functionalities and technical means that it deems most appropriate to render said Services. 8.Duration of Services, unsubscription The Services are subscribed in the form of a monthly or annual Plan. The Plan begins on the day of its subscription for the duration subscribed by the User (monthly or annual) (the "Initial Period"), from date to date. It is then tacitly renewed, for successive periods of the same duration as the Initial Period (referred to, together with the Initial Period, the "Periods"), from date to date, unless denunciation is made, at any time, by GoQuikz or by the User. Any Period commenced is due in its entirety. The denunciation of the Plan by the User is carried out through his Account. The denunciation of the Plan by GoQuikz is made by sending an email to the User. In addition, GoQuikz also reserves the right to close and delete any Account that remains inactive for a continuous period of 6 months. In case of unsubscription of the User, the User's transaction history is kept by GoQuikz for a period of 3 years from the User's unsubscription. 10.Evidentiary Agreement The User expressly acknowledges and accepts: 1.that the data collected on the Platform and GoQuikz computer equipment are proof of the reality of the operations carried out within the framework of these terms and conditions; 2.that these data constitute the main means of proof accepted between the parties, in particular for the calculation of the sums due to GoQuikz . The User can access this data in his Account. 11.Obligations of the User Without prejudice to the other obligations provided for herein, the User undertakes to comply with the following obligations. 11.1 The User undertakes, in his use of the Services, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order. In this regard, it undertakes not to use the Services for illicit purposes and to comply with the regulations applicable to the fight against money laundering, the financing of terrorism and the freezing of assets. To this end, the User undertakes to cooperate with GoQuikz and, where applicable, with Swan in the communication of Know Your Customer documents. Swan may ask the User for any proof necessary to fulfill its legal obligations. 11.2 The User acknowledges having read on the Platform the characteristics and constraints, in particular technical, of all the Services. He is solely responsible for his use of the Services. 11.3 The User undertakes to make strictly personal use of the Services. He is therefore prohibited from assigning, granting or transferring all or part of his rights or obligations hereunder to a third party, in any way whatsoever. 11.4 The User undertakes to provide GoQuikz with all the necessary information and more generally to cooperate actively with GoQuikz for the proper performance of the Services. The User is solely responsible for the documents, elements, data, information and content that he provides to GoQuikz. He guarantees GoQuikz that he is authorized to provide him with these documents, elements, data, information and content and that he has all the rights and authorizations necessary for their exploitation as part of the Services. It is also solely responsible for their accuracy, sincerity and completeness, GoQuikz can in no way be held responsible for any errors, typos, omissions or indications, in particular on its bank details, likely to mislead the organizations concerned, and in particular Swan, due to a breach by the User of this clause. The User undertakes that the said content added to the Platform is lawful, does not infringe public order, morality or the rights of third parties, does not infringe any legislative or regulatory provision and more generally, is in no way likely to bring into play the civil or criminal liability of GoQuikz. The User is thus prohibited from disseminating, in particular and without this list being exhaustive: •pornographic, obscene, indecent, offensive or unsuitable for a family audience, defamatory, abusive, violent, racist, xenophobic or revisionist content; •infringing content; •content that infringes on the image of a third party; •content that is deceptive, misleading or that proposes or promotes illegal, fraudulent or misleading activities; •content that is harmful to third party computer systems (such as viruses, worms, Trojan horses, etc.); •and more generally content that may infringe the rights of third parties or be harmful to third parties, in any way and in any form whatsoever. 11.5 The User acknowledges that the Services offer him an additional, non-alternative, solution for automated management of his accounting and that this solution cannot replace the other means that the User may otherwise have to achieve the same objective. A platform fee of US$10 per month for all US Based ocnnected account is applicable. 11.6 The User is informed and accepts that the implementation of the Services requires that he be connected to the internet and that the quality of the Services depends directly on this connection, for which he is solely responsible. 11.7 The User indemnifies GoQuikz against any claims, claims, actions and/or claims of any kind that GoQuikz may suffer as a result of the User's breach of any of its obligations or guarantees under these terms and conditions. He undertakes to indemnify GoQuikz for any damage it may suffer and to pay it all costs, charges and/or convictions it may have to bear as a result. 12.Prohibited behaviour 12.1 It is strictly forbidden to use the Services for the following purposes: •the exercise of illegal, fraudulent activities or activities that infringe the rights or safety of third parties; •breach of public order or violation of applicable laws and regulations; •intrusion into the computer system of a third party or any activity likely to harm, control, interfere, or intercept all or part of the computer system of a third party, violate its integrity or security; •the sending of unsolicited emails and/or prospecting or commercial solicitation; •manipulations intended to improve the referencing of a third-party site; •aiding or abetting, in any form and manner, one or more of the acts and activities described above; •and more generally any practice diverting the Services for purposes other than those for which they were designed. 12.2 Users are strictly prohibited from copying and/or misappropriating for their own purposes or those of third parties the concept, technologies, all or part of the data or any other element of the GoQuikz Platform. 12.3 Are also strictly prohibited: (i) any behavior likely to interrupt, suspend, slow down or prevent the continuity of the Services, (ii) any intrusion or attempted intrusion into GoQuikz systems, with the exception of those carried out at the request of GoQuikz to test the Site (iii) any misappropriation of the Platform's system resources, (iv) any actions likely to impose a disproportionate burden on the latter's infrastructures, (v) any breach of security and authentication measures, (vi) any acts likely to infringe the financial, commercial or moral rights and interests of GoQuikz or users of its Platform, and finally more generally (vii) any breach of these general conditions. 12.4 It is strictly forbidden to monetize, sell or grant all or part of the access to the Services or the Platform, as well as to the information hosted and/or shared therein. 13.Penalties for non-compliance In the event of a breach of any of the provisions of these general conditions or more generally, of violation of the laws and regulations in force by a User, GoQuikz reserves the right to take any appropriate measure and in particular to: 1.suspend or remove access to the Services of the User, author of the breach or infringement, or having participated in it; 2.delete any content posted on the Platform; 3.publish on the Platform any information message that GoQuikz deems useful; 4.notify any authority concerned; 5.initiate any legal action. 14.Limitation of Liability of GoQuikz 14.1 GoQuikz undertakes to provide the Services diligently and according to the rules of the art, it being specified that it weighs on it an obligation of means, to the exclusion of any obligation of result, which the Users expressly acknowledge and accept. 14.2 GoQuikz has no knowledge of the data and information contained in the Documents, on which it does not carry out any moderation, selection, verification or control of any kind and in respect of which it only acts as a hosting provider. Consequently, GoQuikz cannot be held responsible for these Documents, whose authors are third parties, any possible claim must be directed in the first place to the author of the Documents in question. Documents harmful to a third party may be notified to GoQuikz in accordance with the procedures provided for in Article 6 I 5 of Law No. 2004-575 of 21 June 2004 on confidence in the digital economy, GoQuikz reserving to take the measures described in article "Penalties for breaches". 14.3 The User acknowledges and agrees that GoQuikz does not act as an advisor or accountant and that the Services do not constitute financial advice. The User is solely responsible for compliance with his accounting and tax obligations, including his obligations to retain accounting and tax data, and more generally the obligations imposed by French and European regulations. 14.4 GoQuikz undertakes to carry out regular checks to verify the functioning and accessibility of the Platform. As such, GoQuikz reserves the right to temporarily interrupt access to the Platform for maintenance reasons. GoQuikz cannot be held responsible for any difficulties or temporary impossibilities of access to the Platform that have their origin in circumstances that are external to it, force majeure, or that are due to disruptions to telecommunications networks. 14.5 GoQuikz undertakes to make its best efforts to ensure the security of the Platform. GoQuikz cannot be held responsible for any lack of vigilance on the part of Users in maintaining the confidentiality of their username and password to access the Platform. 14.6 GoQuikz does not guarantee to Users (i) that the Services, subject to constant research to improve their performance and progress, will be completely free of errors, defects or defects, (ii) that the Services, being standard and not offered for the sole purpose of a given User according to his own personal constraints, will specifically meet their needs and expectations. 14.7 GoQuikz undertakes to use the documents, elements, data and information provided to it by the Users only for the purpose of carrying out the Services and not to communicate them to any third party, except at the express request of the User and/or if such communication is required by the judicial authorities, Swan or results from the legal obligations incumbent on GoQuikz. 14.11 As of the User's unsubscription, no transaction history may be scanned or downloaded. In addition, GoQuikz is not responsible for the retention of transaction history and related data once the User has unsubscribed from the Platform. 14.12 The liability that may be incurred by GoQuikz hereunder is expressly limited to proven direct damage suffered by the User. It may not in any case be higher than the total amount of the price paid by the User during the last 12 (twelve) months. 15.Data ownership All the data contained in the platform reports added to the Account remain the property of the User benefiting from said Account. For Users whose accounting firm or company has subscribed directly to GoQuikz, said accounting firm or said company may access the User's data and use them as part of the Services, in accordance with the article "Description of services". However, they are by no means the owners. 16.Intellectual property The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, database, etc.) operated by GoQuikz within the Platform are protected by all intellectual property rights or rights of database producers in force. All disassembly, decompilations, decryptions, extractions, reuses, copies and more generally, all acts of reproduction, representation, dissemination and use of any of these elements, in whole or in part, without the authorization of GoQuikz are strictly prohibited and may be subject to legal proceedings. 17.Obligations relating to personal data •as data controller of the User's data relating to the Services subscribed directly by them GoQuikz practices a personal data protection policy whose characteristics are explained in the document entitled "Charter on the protection of personal data", of which the User who has subscribed to a Plan is expressly invited to read. The User acknowledges and accepts that for the purpose of performing the Payment service, his personal data will be collected and processed by Swan, as an autonomous data controller within the meaning of the European Data Protection Regulation, according to the terms of its privacy policy available at the following address: https://www.swan.io/privacy-policy. •as a subcontractor concerning the User's data relating to the Services subscribed directly by his company or Chartered Accountant, or by a third-party software publisher of which the User is a customer •General provisions GoQuikz (or the third-party software publisher), which has subscribed to the Plan, each as far as it is concerned, undertake to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulation (Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016). The User who has subscribed to the Plan is the controller of this data and is required to fulfil the obligations incumbent on him under the aforementioned regulation, in particular with regard to the obligation to inform the Users attached to his Account, or any other third party concerned by the processing operations, of the collection of data, the keeping of the register of the processing operations implemented, and more generally, compliance with the principles resulting from the Regulation. The data provided by the User to GoQuikz for the purpose of performing the Services remain the sole property and responsibility of the User. GoQuikz acts exclusively as a processor of personal data. •Obligations of GoQuikz vis-à-vis the User who subscribed to the Plan •Data processing: GoQuikz undertakes to process personal data only for the purpose of performing the Services and in accordance with the documented instructions of the User who has subscribed to the Plan, including with regard to the transfer of data outside the European Union. GoQuikz undertakes to inform the User who has subscribed to the Plan if, in its opinion, an instruction constitutes a violation of the applicable regulations. •Data security and confidentiality: GoQuikz undertakes to implement the appropriate technical and organisational measures to ensure the security and integrity of personal data, their safeguarding and the restoration of their availability in the event of a physical or technical incident. GoQuikz also ensures that persons authorised to process personal data are subject to the obligation to maintain its confidentiality. •Subsequent subcontractors: GoQuikz is entitled to use the following entities (the "Sub-Processors"): •Microsoft for hosting and development services; •the company Hubspot to allow GoQuikz to communicate with Users. •The company Twilio too allow GoQuikz to communicate with Users. In case of recruitment of other sub-processors, GoQuikz must obtain the prior and specific written consent of the controller. In this case, he informs in advance and in writing the User who subscribed to the Plan of any envisaged change concerning the addition or replacement of Sub-Processors. This information must clearly indicate the subcontracted processing activities, the identity and contact details of the Sub-Processor and the dates of the subcontract. The User who has subscribed to the Plan has a period of 7 (seven) days from the date of receipt of this information to submit his objections. This subcontracting can only be carried out if the User who subscribed to the Plan has not objected within the agreed period. The Sub-Processor is obliged to comply with GoQuikz obligations on behalf of and according to the instructions of the User who has subscribed to the Plan. It is the responsibility of GoQuikz to ensure that the sub-processor offers the same sufficient guarantees as to the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the GDPR. If the Sub-Processor does not fulfil its data protection obligations, GoQuikz remains fully liable to the User who has subscribed to the Plan for the execution by the other subcontractor of its obligations. •Provision of information: GoQuikz undertakes to respond to any request for information sent to it by the User who has subscribed to the Plan, whether in the context of a request for the exercise of their rights by the data subjects, an impact assessment, or a request submitted by the data protection authorities or data protection officers of the User who has subscribed to the Plan. •Notification of personal data breaches: GoQuikz undertakes to notify the User who has subscribed to the Plan of any personal data breach within a maximum period of 72 hours after becoming aware of it. In the event that the User who has subscribed to the Plan himself has to notify this violation to the competent control authority, GoQuikz undertakes to communicate to him all useful information and documentation. •Data retention: GoQuikz undertakes to delete the personal data at the end of the contract and, for billing data and bank statements, at the latest after ten years in intermediate archiving if the User who subscribed to the Subscription makes the request. GoQuikz undertakes whatever the cause, and not to keep a copy. •Register and documentation: GoQuikz keeps a written record of the processing carried out on behalf of the Users who have subscribed to the Plan. The register shall also include information relating to such processing. GoQuikz makes available to the User who has subscribed to the Plan, at the latter's request, all the information necessary to demonstrate compliance with his obligations. 18.Confidentiality Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party of which it would be addressed which will be expressly identified by the other party as confidential. With regard to GoQuikz, the parties already expressly agree that this obligation of confidentiality covers the personal data as well as the accounting data that GoQuikz will have to process for the User as part of the Services. All of this information is hereinafter referred to as "Confidential Information". The party that receives Confidential Information undertakes not to disclose it without the prior consent of the other party, for a period of 5 (five) years from the end of the performance of the Services concerned. It may only transmit them to employees, collaborators, trainees or advisers if they are bound by the same obligation of confidentiality as that provided for herein. This obligation does not extend to documents, elements, data and information: 1.of which the receiving party was already aware; 2.already public at the time of their communication or which would become so without violation of these general conditions; 3.which would have been lawfully received from a third party; 4.the disclosure of which would be required by the judicial authorities, in application of laws and regulations or in order to establish the rights of a party under these general conditions. 19.Advertising GoQuikz reserves the right to insert on any page of the Platform and in any communication to Users any advertising or promotional messages in a form and under conditions of which GoQuikz will be the sole judge. 20.Third Party Links and Sites GoQuikz can in no way be held responsible for the technical availability of websites or mobile applications operated by third parties (including its possible partners) to which the User would access through the Platform. GoQuikz assumes no responsibility for the content, advertising, products and/or services available on such third-party sites and mobile applications that are governed by their own terms of use. GoQuikz is also not responsible for transactions between the User and any advertiser, professional or merchant (including its possible partners) to which the User would be directed through the Platform and can in no way be a party to any possible disputes whatsoever with these third parties concerning in particular the delivery of products and / or services, the warranties, representations and other obligations of any kind to which such third parties are bound. 21.Commercial references The User expressly authorizes GoQuikz to quote him and to use, if necessary, the reproduction of his trademark or logo as commercial references, in particular during events or events, in its commercial documents and on its website, in any form whatsoever. 23.Force majeure Neither party can be held responsible for any difficulties or temporary impossibilities of execution of the present which would have as its origin force majeure. The parties agree to understand by force majeure the events usually recognized as such in Civil Procedure Act, 1833 and the Irish courts, including in particular strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or defect attributable to a third party telecommunications provider. In the event of a case of force majeure hindering the performance of its obligations by a party and continuing beyond a period of one month, these general conditions may be terminated by either party, by registered letter with acknowledgment of receipt, without either party having to pay the other any compensation. 22.Changes GoQuikz reserves the right to modify these terms and conditions at any time. The User will be informed of these changes by any useful means at least 2 (two) weeks before the entry into force of said changes. The amended terms and conditions will apply from the renewal of the Plan following their entry into force. The User who does not accept the modified general conditions must unsubscribe from the Services according to the terms provided for in the article "Duration of the Services, unsubscription".; Any User who uses the Services after the entry into force of the modified general conditions is deemed to have accepted these modifications. 23.Tongue In the event of a translation of these general conditions into one or more languages, the language of interpretation will be the English language in the event of a contradiction or dispute over the meaning of a term or provision. 24.Applicable law and jurisdiction These general conditions are governed by Irish law. In the event of a dispute over the validity, interpretation and/or execution of these general conditions, the parties agree that the courts of Dublin will be exclusively competent to judge them, unless mandatory procedural rules to the contrary.