Habiata - General Terms and Conditions of the Habiata Platform

1. GENERAL INFORMATION - SCOPE OF APPLICATION

1.1. These general terms and conditions of the limited liability company Habiata, established and having its registered office at 55, rue de la Vallée, L-2661 Luxembourg, registered in the Luxembourg Trade and Companies Register under number B305375, represented by its management board currently in office govern any contractual relationship between Habiata and the Customer and are applicable to the exclusion of all other general terms and conditions of the Customer.

1.2. The Customer acknowledges having knowingly chosen the services corresponding to its needs and having received from Habiata all the information and advice necessary to subscribe to the various commitments. All interventions and services provided by Habiata are performed in accordance with the Order Form signed between the Parties and these Terms and Conditions and the DPA. Any order for services placed by the Customer with Habiata therefore implies full and unreserved acceptance of these Terms and Conditions and the DPA. The Order Form, together with these Terms and Conditions and the DPA constitute an indivisible whole.

2. DEFINITIONS - INTERPRETATION

2.1. Definitions

2.2. Interpretation

Terms used in the singular also refer to the same terms in the plural and vice versa.

3. BINDING CONTRACT

3.1. The Order Form, together with the General Conditions and the DPA form the Contract, which constitutes a binding contract between the Customer and Habiata.

3.2. The Customer expressly waives its own general or special conditions (whatever they may be called), notwithstanding any reference to such conditions.

4. PRODUCT OVERVIEW

4.1. Habiata is a "B2B" collaboration platform (Software-as-a-Service) for the real estate industry. The Habiata platform is an AI-powered workspace that supports the exchange of documents and information between stakeholders involved in real estate transactions, i.e. lettings and purchases (of both planned and existing properties). Stakeholders include property developers, construction companies, real estate funds, real estate agents, architects, engineering firms, public institutions, municipalities, law and notary firms, insurance companies and banks. The main users of the Habiata platform are executives, financial controllers, project managers, technicians, fund administrators, compliance officers, account managers, sales staff and administrative assistants.

4.2. The Habiata platform has a wide range of functions including, but not limited to, customer relationship management (CRM), the creation, organisation and management of projects, the management of client files throughout the customer lifecycle, the organisation, marketing and management of properties, risk and compliance management (e.g. electronic signature, KYC/AML/CTF/BO procedures), financial management, data analysis and artificial intelligence-powered features, exchange and validation of documents and information, information exchange (e.g. chat, messaging), notifications (e.g. SMS, in-app notifications, email notifications), and electronic signing of documents. The functions and modules chosen by the customer (e.g. personalisation, compliance, productivity, data) are selected in the order form.

4.3. Habiata has no obligation to perform services that are not expressly mentioned in the Order Form, such as programming/development, adding and/or modifying features, consulting, etc.

4.4. However, Habiata has a strong "team-as-a-service" commitment and ensures a constant evolution of the product based on new Customer needs through its "Habiata advisory" business unit. Thus, new features developed by Habiata will be presented to the Customer who can decide, if necessary against payment, to integrate them into the Platform that is made available. In addition, the Customer will benefit, if necessary against payment, the sharing of knowledge and new features designed for different actors in the ecosystem of Habiata.

4.5. Whenever additional services not ordered in accordance with the Order Form are requested by the Customer, and subject to Habiata's willingness to provide such services, a separate Order Form setting out the time and, if applicable, the fees, for such additional services will be signed by the Parties.

4.6. Habiata reserves the right to upgrade, modify or reconfigure the Platform at any time, provided that Customer is given at least three (3) days notice of major changes that significantly affect its use, including changes that cause Downtime.

5. CUSTOMER AND USERS

5.1. The Customer shall comply with the Agreement and shall ensure that all Users comply with the Agreement.

5.2. In this same context, the Customer acknowledges and confirms that it is and acts at all times in compliance with applicable laws and regulations. At no time, Habiata can not be held responsible for illegal actions and/or non-compliant with the legislation in force committed by the Customer and/or Users.

6. RESPONSIBILITIES

6.1. Habiata will (a) make the Platform available to Customer and its Users as provided in the Agreement; and (b) not use or process Customer Data for any purpose without Customer's prior written instructions; provided, however, that "prior written instructions" shall be deemed to include the use of the Platform by Users and any processing related to such use or otherwise necessary for the performance of the Agreement. The Platform will operate materially in accordance with the Agreement and, subject to clause 10 of these Terms and Conditions, Habiata will not materially diminish the functionality of the Platform during any subscription period.

6.2. Habiata may review the conduct of Customers' and Users' use of the Platform for compliance purposes, but is under no obligation to do so. Habiata is not responsible for the content of Customer Data or the manner in which Customer or its Users choose to use the Platform to store or process Customer Data. The Platform is not intended for, and should not be used by, persons under the age of eighteen (18). The Customer must ensure that all Users are over the age of eighteen (18). The Customer is solely responsible for providing a high-speed Internet service for itself and its Users in order to access and use the Platform.

6.3. Habiata offers specific commitments in terms of uptime, accompanied by Service Credits, if Habiata does not meet them. In such an event, Service Credits shall serve as compensation and shall be Customer's sole remedy for Downtime and related inconvenience. Habiata will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, excluding scheduled downtime. Habiata expects Planned Downtime to be infrequent, but Habiata will endeavour to give Customer advance notice (for example, via the Platform) if it believes it may exceed ten (10) continuous minutes.

7. COMMUNICATION

7.1. Some of the features of the Platform involve communication with Users.

7.2. The Customer agrees and acknowledges that some of these communication features are triggered and managed by Habiata on behalf of the Customer, such as SMS notifications, being triggered by Habiata, but displaying the Customer's name.

7.3. The Customer authorises Habiata to communicate with Users on behalf of the Customer.

8. ACCESS TO THE LISTING PORTALS ACCOUNT

8.1. The Platform may provide a listing platform connection feature, which allows the Customer to publish its properties available for rent or sale on various real estate listing portals. To use the listing feature, Habiata must use the Customer's login details (username, account number and/or password) to establish the connection between the Platform and the various listing portals.

8.2. The Customer authorises Habiata to access and use the login credentials solely for the purpose of publishing the ads of the Customer at the request of the latter. This authorization is strictly limited to this purpose.

8.3. The Customer's ads are published on the selected ad portals only if the Customer so requests via the Platform. The Customer may choose the ad portals to be used to publish the real estate ad in question.

8.4. Habiata will not use the Customer's access credentials for any reason other than the publication of the ad on the various portals at the request of the Customer.

8.5. Habiata is not responsible for delays in the publication of real estate advertisements on real estate portals as occasional delays may occur due to the publication methods and technical infrastructure of the various real estate portals.

8.6. Habiata is not responsible for rejected listings in the event that the Customer has not paid its membership to any of the real estate portals.

8.7. Habiata is not responsible for listings refused if the Customer has inserted content that violates the law or the terms of use of the various real estate portals.

8.8. The Customer represents and warrants that the use of its login credentials by Habiata for the limited purposes set forth in these Terms and Conditions does not violate any contractual agreement it has entered into with the relevant real estate advertising portals and discharges Habiata from any liability in this regard.

9. DURATION AND TERMINATION

9.1. Duration / Term

9.1.1. The Contract between the Parties enters into force on the effective date indicated on the Order Form.

9.1.2. Unless otherwise specified in the Order Form, the Contract between the Parties is concluded for a period of thirty-six (36) months from the effective date.

9.1.3. The Customer's right to use the Platform will terminate upon expiry or termination of the Contract.

9.1.4. For self-service subscriptions, the Contract term is the duration selected by the Customer at checkout (1, 2, or 3 years), notwithstanding the default term referenced in Article 9.1.2. The Customer may modify or cancel the Contract during the term in accordance with Article 10D.

9.2. Subscription Term and Automatic Renewals

9.2.1. Unless otherwise stipulated in the Order Form, all subscriptions are automatically renewed (without the need to execute a new Order Form) for additional periods of the duration of the previous period on the same terms and conditions, excluding any price reductions applied during the previous subscription period.

9.3. Termination

9.3.1. Either Party may give notice of non-renewal to the other by registered letter with acknowledgement of receipt at least thirty (30) days before the end of a subscription period to prevent automatic renewal of the subscription.

9.3.2. Notwithstanding the preceding section, failure to comply with the Agreement may result in immediate termination of the Agreement by Habiata.

9.4. Effect of Termination

9.4.1. The Parties agree that in the event of termination of the Contract all services incurred and not yet invoiced and/or unpaid must be paid in full, unless otherwise agreed between the Parties.

9.4.2. Notwithstanding the previous article, any cancellation or termination of the Contract before expiry of the term without observance of the notice period, as stipulated in clause 9.3.1. above, will result in the Customer being obliged to pay Habiata compensation by way of penalty clause amounting to 75% of the total amount due for the remaining term of the Contract. The Customer acknowledges that in the event of early termination of the Contract, any price reductions granted to the Customer upon conclusion of the Contract shall also be refunded to the Customer.

9.4.3. The General Terms and Conditions in force shall survive the termination or expiry of the Contract.

9A. TRIAL PERIOD

9A.1. Habiata may offer the Customer a trial period (the "Trial Period") allowing limited access to the Platform prior to the commencement of paid subscription. The duration, scope, and conditions of the Trial Period are as communicated to the Customer during the registration process and as displayed in the Platform.

9A.2. During the Trial Period, the Customer shall have access to limited quotas for AI credits, electronic signatures, and KYC/AML checks, as displayed and accepted by the Customer in the Platform at the time of registration. The specific volumes and feature restrictions applicable during the Trial Period are determined by Habiata and may be modified at Habiata's discretion.

9A.3. Unless the Customer notifies Habiata of its intention to cancel before the expiry of the Trial Period, the Contract shall become effective automatically upon expiry of the Trial Period. The Customer acknowledges that failure to cancel before the end of the Trial Period constitutes acceptance of the Contract, including the applicable pricing and payment terms as selected during registration.

9A.4. Following expiry of the Trial Period, the Customer must provide valid payment information to continue accessing the Platform. If no valid payment information is provided, the Customer's access to the Platform shall be suspended. The Customer's account and all associated data shall be permanently deleted thirty (30) calendar days after the date of initial registration, unless the Customer converts to a paid subscription within that period.

9A.5. Habiata may, at its sole discretion, extend the Trial Period for specific Customers, including but not limited to Customers referred through Habiata's referral programme or Customers applying for government subsidies. Any such extension shall be communicated to the Customer in the Platform.

9A.6. Habiata reserves the right to revoke Trial Period access at any time and without prior notice in cases of suspected abuse, fraudulent registration, or violation of these Terms and Conditions. No compensation shall be due to the Customer in respect of such revocation.

9A.7. The Trial Period is non-transferable, limited to one (1) trial per legal entity (identified by its company register number), and may not be combined with any prior or concurrent trial.

9A.8. During the Trial Period, the Customer is bound by all provisions of these Terms and Conditions, the User Terms and Conditions, and the DPA, except for payment obligations which shall only arise upon conversion to a paid subscription.

10. RATES AND PAYMENT

10.1. The amount of the fees and their payment schedule are specified in the Order Form.

10.2. The Solution Installation Fee is a one-off fee paid for the installation of the Platform in the Customer's environment. The Subscription Fee is a recurring monthly, quarterly or annual subscription, depending on the available options chosen by the Customer in the Order Form. The Charges for the use of the complementary modules as defined in the Order Form will be invoiced on a monthly, quarterly or annual basis depending on the Customer's actual use. Installation costs are to be borne by the Customer.

10.3. All Charges mentioned in clause 10.2 shall be borne by the Customer.

10.4. For Customers subscribing via the Platform's self-service registration process, subscription fees and pay-per-use charges are collected automatically via the payment method on file (credit card or SEPA Direct Debit) through Habiata's payment processing partner. In the event of failed automatic collection, Habiata shall retry the payment up to three (3) times over a period of seven (7) calendar days. If payment remains unsuccessful after three (3) retries, the Customer's account shall be suspended and access restricted to read-only mode. If payment is not received within thirty (30) calendar days of the original failed payment date, Habiata reserves the right to permanently terminate the account and delete all associated data in accordance with Article 16. For Customers operating under a separately negotiated Order Form with manual invoicing arrangements, each invoice is payable net and without discount within eight (8) days of receipt of the invoice. Invoices are deemed to have been received on the seventh (7) day following their date of issue. Any money transfer costs shall be borne by the Customer. Habiata will issue a first payment reminder (at no cost to the Customer) 15 days after the date of issue of the invoice.

10.5. In case of late payment of 30 days after the date of issue of the invoice, any amount still outstanding will automatically and without prior notice increased by conventional interest on arrears of 1.5% per month, without prejudice to any other damages and interest resulting from late payment.

10.6. All payments shall bear interest from the due date in accordance with Article 3 of the Act of 18 April 2004 on payment periods and default interest, as amended, without prejudice to Habiata's right to claim the compensation provided for in Article 5 of the said Act.

10.7. Unpaid invoices continue to accrue interest even after termination of the subscription.

10.8. The Customer acknowledges and accepts that the Subscription Charges will be adjusted at each indexation, if not each year on 1 January, and, where applicable, for the first time on 1 January of the year immediately following the signing of the Order Form, on the basis of the then applicable National Consumer Price Index (Base 100 at 1.1.1948, Section D., Automatic Remuneration Indexation System, "Côte d'application").

10.8A. Notwithstanding Article 10.8, any promotional, launch, or discounted pricing explicitly offered to the Customer as a fixed-rate promotional offer shall be exempt from indexation adjustments for the duration of the promotional period as specified in the Order Form or as communicated to the Customer in the Platform. Upon expiry of the promotional period, standard pricing and indexation provisions shall apply.

10.9. All charges are exclusive of tax and the Customer shall be responsible for the payment of any value added tax and other taxes, duties, levies and other charges which are due or may become due in respect of the Contract and its performance.

10.10. In addition to the possibility of claiming default interest, failure to pay invoices in full by the deadlines set out in this section entitles Habiata, without notice, to restrict access to the Platform until receipt of all overdue payments.

10.11. Habiata reserves the right to terminate the Agreement or any amendment thereto, by sending a registered letter with acknowledgment of receipt, and without the need to complete any prior judicial formality, in case of non-payment, even on a one-time basis, when due, of invoices or other amounts due by the Customer under the Agreement, as well as in case of non-compliance by the Customer with any of its essential obligations under the Agreement.

10A. SERVICE CREDITS, QUOTAS AND PAY-PER-USE

10A.1. Certain services available on the Platform, including but not limited to AI credits, electronic signatures (simple, advanced, and qualified), and KYC/AML checks (basic and advanced), are provided on a credit or quota basis. The monthly allocation of credits and quotas included in the Customer's subscription is as specified in the Order Form or as displayed and accepted by the Customer in the Platform.

10A.2. Credits and quotas are allocated on a monthly basis, commencing on the date of account activation and renewing on each monthly billing anniversary. Unused credits and quotas do not carry over to the following billing period and expire at the end of each monthly cycle.

10A.3. Usage of services beyond the included monthly credits and quotas shall be billed on a pay-per-use basis at the rates published in the Platform or as specified in the Order Form. Pay-per-use charges are calculated based on actual consumption, tracked in real-time, and invoiced at the end of each calendar month. The applicable pay-per-use rates for each service category (including but not limited to AI credits, simple, advanced and qualified electronic signatures, and basic and advanced KYC/AML checks) are as agreed between the Parties in the Order Form or as displayed and accepted by the Customer in the Platform at the time of subscription.

10A.4. Habiata reserves the right to adjust the monthly credit and quota allocations and pay-per-use rates with no less than thirty (30) days' prior written notice to the Customer. Such adjustments shall take effect at the commencement of the next billing period following the notice period. For the avoidance of doubt, adjustments to pay-per-use rates do not affect credits or quotas already included in the Customer's current subscription plan.

10A.5. The Customer may monitor its credit and quota usage in real-time through the Platform. Habiata shall notify the Customer in the Platform when usage approaches or exceeds the included allocation.

10A.6. Where a new seat is added mid-cycle, the per-seat credit allocation for that seat shall be provided in full for the remainder of the current billing period. Where a seat is removed mid-cycle, the associated per-seat credits shall be forfeited immediately.

10B. DEFERRED PAYMENT FOR GOVERNMENT SUBSIDY APPLICANTS

10B.1. Where the Customer indicates during the registration or subscription process that it intends to apply for a government subsidy programme (such as, but not limited to, the Luxembourg SME Packages digital transformation programme), Habiata may, at its sole discretion, allow the Customer to sign the Order Form and lock in applicable pricing without requiring immediate payment.

10B.2. In such cases, the Customer's access to the Platform shall remain in trial or read-only mode until either (a) the subsidy application is approved and payment arrangements are confirmed, or (b) the Customer elects to proceed with standard payment.

10B.3. If the Customer's subsidy application is rejected or withdrawn, or if the Customer has not provided valid payment information or confirmed subsidy approval within ninety (90) calendar days of the date of initial registration, Habiata shall contact the Customer to arrange standard payment. If no payment is received within fifteen (15) calendar days of such contact, Habiata reserves the right to terminate the Contract and permanently delete the Customer's account and data in accordance with Article 16.

10B.4. The deferred payment arrangement under this Article does not affect any other terms of the Contract. All obligations of the Customer under these Terms and Conditions, other than payment obligations deferred under this Article, remain in full force during the deferral period.

10C. ONBOARDING ASSISTANCE

10C.1. The optional Onboarding Assistance fee is a one-time charge added to the Customer's first paid invoice. The selection of Onboarding Assistance at checkout is final and the fee is non-refundable. Onboarding services will be delivered within thirty (30) days of the first paid invoice. Onboarding Assistance can only be opted into at the time of initial checkout and cannot be added to the Contract afterwards.

10D. MODIFYING AND CANCELLING SUBSCRIPTIONS

10D.1. The Customer may modify or cancel the Contract at any time through the Platform's billing settings. Subject to Article 10D.2, modifications (including reductions in Seat count, changes to the Contract term, and Contract cancellations) take effect at the end of the Customer's current paid Contract term as selected at checkout pursuant to Article 9.1.4. The existing Contract continues under its current terms until the end of that term, and no refunds are provided for unused portions of a prepaid Contract term.

10D.2. Seat additions exception. The Customer may add Seats at any time during a Contract term. Additional Seats take effect immediately and are charged on a prorated basis for the remainder of the current term, co-terminating with the existing Contract.

10D.3. The price applicable to a scheduled modification or renewal is Habiata's then-current published price at the time the modification or renewal takes effect. Habiata will provide reasonable notice to the Customer of any price changes that affect upcoming renewals.

10E. REFERRAL PROGRAMME

10E.1. Customers with an active, paid subscription receive a personal referral code in the Platform. Customers on a trial, on complimentary access, or without a paid subscription do not receive a referral code, and existing codes cannot be used while the referring Customer's subscription is not active and paid.

10E.2. A new customer (the "Referred Customer") may enter a referral code when registering. The code must be entered during registration and cannot be added afterwards. It cannot be used by the referring Customer itself, by the same company, or by a company that already has or had a paid subscription. Each Referred Customer can use one referral code only.

10E.3. Once the Referred Customer has paid its first invoice, the Referred Customer receives a credit equal to one (1) month of the published monthly Seat price for every Seat on its plan, deducted from that first invoice. The one-time Onboarding Assistance fee is excluded from this credit.

10E.4. Once the Referred Customer has paid its first invoice, the referring Customer receives a credit equal to one (1) month of the published monthly Seat price for one (1) Seat, deducted from its next payment. The referring Customer receives one such credit for each Referred Customer that pays its first invoice.

10E.5. Referral credits are applied as an account credit against amounts invoiced by Habiata. Value added tax is calculated on the full price before the credit is applied. Referral credits have no cash value, cannot be refunded, exchanged or transferred, and lapse if the Contract ends before they are used. Referral credits may be combined with promotion codes.

10E.6. Registrations that do not lead to a paid first invoice do not give rise to any credit. Habiata may withhold or reverse referral credits in case of abuse, including self-referrals, fictitious registrations or the sharing of codes in breach of these Terms and Conditions.

10E.7. Habiata may change or end the referral programme at any time with reasonable notice in the Platform. Credits already earned at that time remain valid.

11. OWNERSHIP AND INTELLECTUAL PROPERTY

11.1. The Customer shall own all Customer Data. Subject to these Terms and Conditions and the DPA, the Customer (for itself and all of its Users) authorises Habiata to access, use, process, copy, distribute, perform, export and display the Customer Data, as well as any non-Habiata products created by or for the Customer, only to the extent reasonably necessary (a) to provide, maintain and update the included Services; (b) to prevent or resolve service, security, support or technical problems; (c) as required by law or as permitted by the GDPR and the DPA; and (d) as expressly authorised in writing by the Customer. The Customer represents and warrants that it has obtained all rights to the Customer Data from its Users as may be necessary to grant such authorization.

11.2. Habiata owns and will continue to own intellectual and industrial property rights of all types including, but not limited to, patents, inventions, trademarks and associated goodwill, designs, copyrights (including computer software copyrights), domain names, know-how, rights over databases, applications and the right to apply for any of the foregoing, and all other intellectual and industrial property rights and rights of a similar or corresponding nature in any part of the world as well as the methods and instruments that will be applied in connection with the use of the Platform and the Agreement.

11.3. Habiata may make available software components, via app stores or other channels, as part of the Services included, which remain the property of Habiata. In the same sense, the printed accompanying material and any copies of the Platform remain the property of Habiata.

11.4. As part of the Agreement, the Customer shall make available to Habiata images, information, documents or other and warrants to Habiata to enjoy all property rights or other rights authorising it to do so.

11.5. The Customer shall not reproduce, directly or indirectly, in whole or in part, adapt, modify, translate, represent, market or distribute to third parties, information, media or any other document made available by Habiata, without the express prior written consent of Habiata or its assignees. This clause does not apply to internal distribution by the Customer of publications or information installed by Habiata in execution of the - and during the term of the Contract.

11.6. Habiata grants to the Customer a non-sublicensable, non-transferable, non-exclusive and limited licence for the Customer and its Users to use the object code version of these components, but only to the extent necessary to use the included Services and in accordance with the Order Form(s) as well as these Terms and Conditions and the DPA. All rights of Habiata not expressly granted by this licence are retained.

11.7. Habiata reserves all rights in the Software not expressly granted by Habiata, whether by implication, estoppel or otherwise. This licence does not entitle the Customer to, and the Customer may not:

• circumvent any technological protection measures in or relating to the Software or Services
• disassemble, decompile, decrypt, hack, emulate, exploit or reverse engineer any software or other aspect of the Services included in or accessible through the Services, except as expressly permitted by applicable copyright law
• separate components of the Software or Services included for use on different devices
• publish, copy, rent, lease, assign, sell, export, import, distribute or loan the Software or Included Services, except as expressly authorised by Habiata
• transfer the Software, any licence to the Software, or any right to access or use the Included Services
• Use the Included Services in any unauthorised manner that could interfere with any other person's use of the services or access to any service, data, account or network
• allow unauthorised third-party applications to access the Services or modify any device authorised by Habiata

11.8. The Platform is licensed as a single product.

11.9. The Customer will not receive a physical copy or installation of any software.

11.10. No ownership rights to the SaaS software will be transferred to the Customer.

12. USAGE

12.1. The Customer is prohibited from performing any potentially harmful or offensive actions through the Platform or any other Habiata tool or website, including but not limited to:

• Reverse engineering
• Email abuse
• Harmful content
• Illegal behaviour
• Attempts to circumvent the payment policy to obtain free services
• Activities that damage Habiata's operations or reputation
• Content that infringes or misappropriates the intellectual property or proprietary rights of Habiata and/or others
• Activities that violate the rights of others or that may be harmful to others
• Content that is abusive or invasive of privacy
• Content or other technology that may damage the Habiata Platform through malicious programs or data, including, but not limited to, viruses, worms or Trojan horses
• Any activity that directly or indirectly falls into the following categories: phishing, cyberbullying, promoting or facilitating child pornography, offering or distributing fraudulent goods or services, facilitating or promoting fraud
• Violation of policies imposed by Habiata
• Unauthorised access to or use of any system operated by Habiata
• Unauthorised monitoring of data or traffic on any system operated by Habiata
• Forging email headers or any part of an email message used to verify its origin
• Network abuse
• Misuse of databases exceeding two hundred (200) gigabytes (GB)
• Abuse of file storage exceeding ten (10) terabytes (TB)
• Monthly active users exceeding five thousand (5,000) users
• Monitoring or Crawling
• Denial of Service (DoS)
• Intentional interference
• Exploitation of certain network services
• Bypassing the restrictions of any system operated by Habiata

12.2. The Customer is prohibited from reselling any of the included Services provided by Habiata, including, but not limited to, the following services:

• SMS messages
• Email messages
• Electronic signatures
• AML/KYC checks and flows
• AI-related usage, computing power and credits
• Image- and video-related credits
• Data storage

12.3. The Customer undertakes to take all necessary precautions to ensure that use of the Services included in this Agreement does not constitute a breach of the legal and regulatory provisions in force, including but not limited to those of the Act of 12 November 2004 on the fight against money laundering and terrorist financing, transposing Directive 2001/97/EC of the European Parliament and of the Council of 4 December 2001 amending Council Directive 91/308/EEC on prevention of the use of the financial system for the purpose of money laundering, as amended. The Customer is solely responsible for any such breaches. The Customer undertakes not to use the Platform and the Services included therein for illegal purposes.

12.4. The Customer and Users agree that Habiata may use the data entered by them on the Platform after anonymization for their own purposes and in particular (but not exclusively) for statistical and commercial purposes (e.g. price of material, volumes of material processed, price of finished products, etc.).

13. LIMITATION OF LIABILITY

13.1. If Habiata believes that there is a violation of the Order Form, the Terms and Conditions, the DPA or any of its other policies that can be remedied simply by deleting certain Customer Data or taking other actions, Habiata will, in most cases, ask the Customer to take action rather than intervene. Nevertheless, Habiata may intervene directly and take what it considers appropriate action (including account deactivation) if the Customer fails to take appropriate action or if Habiata believes there is a credible risk of harm to Habiata, the Platform, Users or any other third party.

13.2. Habiata offers an operating system intended for use by businesses and organisations and not by consumers. To the maximum extent permitted by law, the Customer hereby acknowledges and agrees that consumer laws do not apply. If, however, consumer laws should apply and cannot be lawfully excluded, nothing in these Terms and Conditions shall restrict, exclude or modify any statutory warranties, rights or remedies available to the Customer, and Habiata's liability is limited (at Habiata's option) to the replacement, repair or supply of the included Services or the pro rata refund to the Customer of the prepaid subscription fees covering the remainder of the subscription period.

13.3. Habiata does not warrant that the Included Services will be uninterrupted, timely, secure or error-free.

13.4. Habiata can not be held responsible for:

• misuse of the Platform or use contrary to the Terms and Conditions
• the failure of the Platform to meet the expectations of the Customer

13.5. Habiata is not responsible for the information or documents made available by the Customer (in any form, digital or otherwise) and has no obligation to ensure the accuracy or legal compliance of the content of its information or documents, while these obligations are the sole responsibility of the Customer.

13.6. The Customer undertakes to inform Habiata of any difficulty related to the use of the Platform in order to allow Habiata to minimise the consequences of such difficulties.

13.7. Habiata undertakes, under an obligation of means, to perform all services entrusted to it in accordance with the rules of art and the practices of the profession, subject to the proper performance by the Customer of its own obligations. Under these conditions and except for gross negligence or wilful misconduct, the liability of Habiata is excluded. In any event, the potential liability of Habiata is limited to ten times the total amount of fees paid by the Customer. Habiata shall not be liable for any consequential, incidental, direct or indirect, punitive or special damages of any kind.

13.8. In the event of a breach by the Customer of its obligations under the Agreement, Habiata shall not be liable for the non-performance of its own obligations under the Agreement.

13.9. Habiata is not required to guarantee that the functions of the Software meet the specific requirements of the Customer or that they work with the components of the specific hardware configuration of the Customer.

13.10. The selection, installation and use of the appropriate Platform and the achievement of the desired results are the responsibility of the Customer.

13.11. All warranty and liability is excluded for consequences arising from modifications made to the Platform by the Customer or a third party or from improper handling or incorrect operation of the Platform.

13.12. Habiata is not responsible for restoring the data of the Customer and/or Users, unless Habiata has caused the loss intentionally or through gross negligence.

13.13. No action, regardless of form, arising out of or in connection with the Order Form, these Terms and Conditions and/or the DPA, may be brought by the Customer more than one (1) year after the first occurrence of (i) the termination or expiration of the subscription or (ii) the event giving rise to such cause of action.

13.14. The Customer hereby agrees to hold harmless and indemnify Habiata, its employees and managers against all claims, actions, proceedings, costs, demands and expenses which are or may be brought, suffered or incurred by Habiata as a result of any fraud, gross negligence, wilful misconduct of any kind or breach of any of the terms of the Agreement by the Customer.

14. SERVICE LEVEL AGREEMENT ("SLA")

14.1. Habiata will use reasonable efforts to make the Platform available with an Uptime percentage of at least 95.00% throughout the monthly billing cycle. In the event that any of the included Services do not meet this threshold, Habiata will apply a Service Credit to the Customer's account for future use as described below.

14.2. SLA Breakdown

14.2.1. Downtime is the total number of minutes that the Platform is unavailable during a quarter of a calendar year (i.e. from 1 January to 30 March and every quarter thereafter). Downtime is calculated using the Cloud Provider monitoring service to measure server-side error rate, ping test results, web server tests, TCP port tests and website tests.

14.2.2. Unavailability excludes the following:

• Slowness or other performance problems with individual functionalities (link expansion, search, file download, etc.)
• Problems with external applications or third parties, including shared channels
• Any product or feature identified as pilot, alpha, beta or similar
• External network or equipment problems beyond Habiata's reasonable control, such as bad routing tables between the Customer's internet service provider (ISP) and Habiata's server
• Scheduled downtime for maintenance

14.2.3. Uptime is the percentage of the total possible minutes that Habiata is available during a quarter of the calendar year. Habiata's commitment is to maintain an Uptime of at least 95.00%: [(total minutes of the quarter - downtime) / total minutes of the quarter] > 95.00%.

14.2.4. Scheduled downtime:

From time to time, the Solution Provider must carry out maintenance operations to ensure the proper functioning of the Platform. If scheduled downtime is required, Habiata will notify the Customer at least 48 hours in advance. Habiata undertakes to ensure that Scheduled Downtime will not exceed 0.9% of working hours per quarter of the calendar year.

14.2.5. If Habiata does not meet its Uptime commitment, it will apply a credit equal to a percentage of the amount the Customer paid during the period the Platform was down ("Service Credits"). Service Credits are calculated as a percentage of the total fees paid by the Customer (excluding one-off payments such as initial payments made for configuration and installation) for the individual service included for the billing cycle in which the unavailability occurred in accordance with the schedule below:

14.2.6. Service Credits are not refunds, cannot be exchanged for cash, are capped at a maximum of thirty (30) days of paid service, require that the Customer has paid all outstanding invoices and expire at the end of the Customer's subscription. Service Credits are the sole and exclusive remedy for any breach by Habiata of its obligations under the SLA.

14.3. As Habiata evolves, it may modify the SLA. The Customer can view the most recent version of the SLA at any time by visiting the dedicated website containing the Customer SLA. The exact link to the Customer's dedicated website will be configured and shared during the implementation phase of the Platform.

14.4. Ongoing maintenance is carried out to ensure that the Platform functions properly.

14.5. The Customer is informed of major Versions at least one (1) week in advance.

15. TRANSFER OF DATA

15.1. The correct performance of the Services included may involve the transfer of data to third parties (including other data controllers), the (non-exhaustive) list of which is given below:

• Amazon Web Services (AWS)
• Google Suite
• Stripe
• Kodehyve
• LetzAI
• LuxTrust
• DocuSign
• Hotjar
• Sentry
• Slack

16. PROTECTION OF PERSONAL DATA & DPA

16.1. Habiata securely manages a wide range of sensitive personal and general data in accordance with the DPA.

16.2. Habiata guarantees discretion with regard to data provided by the Customer or collected in the course of its work.

16.3. Where Habiata processes Personal Data as data controller, the processing will be done in accordance with the Data Protection Statement, as published by Habiata, which the Customer expressly accepts.

16.4. Where Habiata processes Personal Data as a processor, the processing will be in accordance with the DPA signed between Habiata and the Customer.

16.5. In any case, the Customer is solely responsible for its compliance with the legislation on the protection of personal data in force, when using the products offered by Habiata on the basis of this Agreement, regardless of the status of the Customer from the point of view of this legislation (controller, joint controller, processor, etc.).

16.6. The Customer acknowledges that Habiata is a processor within the meaning of the legislation on the protection of personal data, including the GDPR, and that the Customer is responsible for the processing of personal data that it may be required to transfer to Habiata under the Contract.

16.7. The Customer agrees that the Personal Data may be used by Habiata for the purposes of the Contract. If the Customer should withdraw its consent or object to the processing of Personal Data and/or Customer Data by a request to that effect addressed to Habiata by registered letter with acknowledgment of receipt, it acknowledges that as a result the Platform, in whole or in part, could not be used and that Habiata could not be held liable for the non-operation or malfunction of the Platform.

16.8. In case of termination of the Agreement, the Customer's personal data, excluding personal data of Users, will be retained for a period necessary to achieve the purposes for which they were collected and processed, and to allow Habiata to meet its legal obligations.

16.9. The Customer undertakes and warrants that the Customer Data will be kept on the Platform only for the period strictly necessary to achieve the purposes for which they were collected and processed.

16.10. The Customer expressly acknowledges and accepts that it is solely responsible for managing the Customer Data on the Platform after termination of the Agreement. Consequently, it is the Customer's responsibility to ask either for the return of all Customer Data or to ask Habiata for its destruction.

16.11. In no event shall Habiata be liable for the retention of personal data of Users beyond the retention periods required by law.

16.12. Regarding the processing of Personal Data by Habiata for or on behalf of the Customer, Habiata can only act in accordance with the provisions of the legislation on the protection of personal data, and in particular the GDPR.

16.13. Accordingly, Habiata will:

• Act only on documented instruction from the Customer, including in relation to data transfers
• Take technical and organisational measures (including measures required by Article 32 of the GDPR) to ensure a level of security appropriate to the risk
• Ensure that all copies of Personal Data in its possession are permanently destroyed when they are no longer required for the performance of its obligations under the Contract
• At the Customer's option, delete all Personal Data or return it to the Customer at the end of the Contract, and destroy existing copies, unless there is a legal obligation to retain the Personal Data
• Ensure that the Personal Data is not accessible to Habiata personnel who do not need access to the Personal Data to fulfil their role in the performance of Habiata's obligations under the Agreement and that persons authorised to process the Personal Data have agreed to confidentiality or are subject to an appropriate legal obligation of confidentiality
• Provide the Customer with any cooperation, assistance and information that the Customer may reasonably request to enable it to comply with its obligations under data protection legislation, and in particular to enable the Customer to respond to requests from third parties exercising their rights under data protection legislation
• Make available to the Customer all the information necessary to demonstrate compliance with the obligations imposed by data protection legislation, inform the Customer as soon as possible of any breach of data protection obligations, and inform the Customer of any other breach of data protection obligations

16.14. The Customer agrees and ensures that Users also agree that Habiata can access and verify each movement and/or action taken on the Platform.

16.15. Thus, the Customer agrees that the Personal Data may be subject to automated processing, be held in files used by Habiata which may transmit them to another controller, which will process such data in accordance with the legislation on privacy and the processing of personal data. If Habiata engages another subcontractor to carry out specific processing operations on behalf of the Customer, it will (to the extent reasonably possible) ensure that it imposes the same Personal Data protection obligations as set out in these Terms and Conditions and in the Contract on such other subcontractor by contract, including the obligation to provide sufficient guarantees to implement appropriate technical and organisational measures so that the processing meets the requirements of data protection legislation.

16.16. Upon expiry or termination of the Contract, or upon expiry of the Trial Period without conversion to a paid subscription, the Customer's account and all associated Customer Data shall be retained for the following periods, after which they shall be permanently and irrecoverably deleted: (a) Trial Period expiry without conversion: thirty (30) calendar days from the date of initial registration; (b) Trial Period with pending government subsidy application: ninety (90) calendar days from the date of initial registration; (c) Account suspension due to non-payment: thirty (30) calendar days from the date of suspension; (d) Contract termination or non-renewal: thirty (30) calendar days from the effective date of termination.

16.17. Habiata shall notify the Customer by email no less than forty-eight (48) hours before the permanent deletion of Customer Data. During the retention period, the Customer may export its data through the Platform's export functionality. Once Customer Data is permanently deleted, it cannot be recovered. Habiata shall not be liable for any loss resulting from the Customer's failure to export data within the applicable retention period.

17. ARTIFICIAL INTELLIGENCE AND AUTOMATED PROCESSING

17.1. The Platform may include features that utilise artificial intelligence and/or machine learning technologies ("AI Features"). The Customer acknowledges and agrees that:

• AI Features are provided as tools to assist the Customer and its Users. The output of AI Features is not guaranteed to be accurate, complete or fit for any particular purpose and shall not be relied upon as the sole basis for any decision
• The Customer and its Users are solely responsible for reviewing, verifying and validating any output generated by AI Features before relying on or acting upon such output
• Habiata does not use Customer Data to train, improve or develop general-purpose AI models or algorithms, except where expressly authorised in writing by the Customer. Processing of Customer Data by AI Features is limited to providing the services described in the Order Form and these Terms and Conditions
• Habiata shall not be liable for any loss, damage or consequence arising from the Customer's or any User's reliance on the output of AI Features without appropriate verification
• Habiata may use anonymised and aggregated data derived from the use of the Platform, including data processed by AI Features, for the purposes of improving its services, developing new features and conducting research, provided that such data cannot be used to identify any individual or the Customer

17.2. The Customer and its Users are advised to clearly label images and virtually staged images created or modified using AI Features on the Platform before publishing or sharing them with third parties, in accordance with applicable transparency requirements, including those under Regulation (EU) 2024/1689 (AI Act). The Platform's Watermarking Studio includes optional EU AI Act disclosure presets to assist with labelling; use of these presets does not by itself establish legal compliance, and the Customer and its Users remain solely responsible for ensuring that any disclosure meets applicable legal requirements.

18. MONEY LAUNDERING AND TERRORIST FINANCING

18.1. The Customer agrees to comply with its obligations regarding money laundering and terrorist financing as provided by the Law of 12 November 2004.

18.2. Through the Platform, Habiata may propose model AML/KYC forms to the Customer. These model forms are offered to the Customer as an indication and not exhaustive. It is up to the Customer to adapt and complete the model forms where appropriate based on, among other things, its needs and its risk analysis as provided by the Law of 12 November 2004. Habiata cannot be held responsible for the use by the Customer of these AML/KYC form templates, nor for updating them.

18.3. The Customer shall ensure that it fulfils its AML/KYC obligations, as set out in the Law of 12 November 2004 in the context of its contractual relationship with Users. In this respect, the Customer may provide Users with access to AML/KYC forms and documentation via the Platform, in order to enable Users to complete and sign the required documents, with the exception of documents strictly reserved for the Customer, such as customer identification and risk assessment forms, which must be completed by the Customer and may under no circumstances be sent to Users.

18.4. The Customer expressly acknowledges that the collection and analysis of information and documents relating to AML/KYC and the verification of the completeness and accuracy thereof are his sole responsibility. The Customer undertakes to inform the Users that the AML/KYC information and documents collected may be transmitted to third parties in the context of the business relationship with the Users (for example to a notary) with the express prior consent of the Users.

18.5. Habiata shall not be liable for the content or validity, or in any other way whatsoever, of information and documents that the Customer and/or Users and/or any person dealing with the Customer have placed or uploaded on the Platform (in any form whatsoever, digital or otherwise).

18.6. Habiata has no obligation to ensure the accuracy or legal compliance of the content of such information or documents, while these obligations are entirely and solely the responsibility of the Customer.

18.7. The Customer acknowledges and expressly agrees that the activities performed by Habiata do not fall within the scope of the law of 25 July 2015 on electronic archiving as amended, and the law of 5 April 1993 on the financial sector as amended.

18.8. Under no circumstances may Habiata be held responsible for the non-fulfilment or improper fulfilment of legal obligations as provided for by the Law of 12 November 2004 on money laundering and terrorist financing incumbent on the Customer, either concerning its own AML/KYC obligations, or concerning its AML/KYC obligations in its contractual relationship with Users.

19. HOSTING

19.1. The Habiata platform is hosted in the cloud.

19.2. The Habiata platform hosting provider may dynamically be changed compliant with the quality standards defined in these terms.

20. CUSTOMER SUPPORT

20.1. Customer support is managed via a dedicated customer support portal set up for the Customer to ensure efficient exchanges between the Customer and the Solution Provider. Alternatively, email exchanges may be used.

20.2. Any problems or other anomalies detected by the Customer should preferably be reported via the anomaly reporting section of the Platform. The Customer may also report bugs by sending a message to support@habiata.lu.

20.3. All requests from the Customer will be dealt with within a reasonable time during office hours. Office hours are weekdays (Monday - Friday) between 08:00 and 12:00 and 14:00 - 18:00.

20.4. Habiata reserves the right to discontinue support for versions older than one year or if the Customer refuses to upgrade.

20.5. Habiata reserves the right to refuse support services in case of breach of the Agreement.

21. SERVICES - REPORTS

21.1. Habiata remains free to organise its interventions and/or services, which the Customer acknowledges and accepts.

21.2. Habiata reserves the right to cancel an intervention, at any time, for reasons of force majeure (including accident or illness of a worker appointed by Habiata). Habiata will then make every effort to notify the Customer and to intervene within a reasonable time, to be determined as far as possible in consultation with the Customer.

21.3. Such cancellation or postponement does not entitle the Customer to any compensation whatsoever.

22. MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

22.1. Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Contract, which is anything that ought reasonably to be regarded as confidential given the nature of the information and the circumstances of the disclosure, including the contents of all Purchase Orders, as well as non-public business, product, technology and marketing information. The Customer's Confidential Information includes Customer Data. If something is labelled "confidential", this is a clear indication to the other party that the material is confidential. Notwithstanding the foregoing, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation to the disclosing Party; (b) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation to the disclosing Party; (c) is received from a third party without breach of any obligation to the disclosing Party; or (d) was independently developed by the receiving Party.

22.2. The Receiving Party will (a) take reasonable steps to prevent unauthorised disclosure or use of Confidential Information, and restrict access to employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. Nothing in the foregoing shall prevent either party from sharing Confidential Information with financial and legal advisors, provided, however, that such advisors shall be bound by confidentiality obligations at least as restrictive as those in the Agreement.

22.3. The Receiving Party may access or disclose the Disclosing Party's Confidential Information if required to do so by law, provided, however, that the Receiving Party shall give the Disclosing Party prior notice of the compelled access or disclosure (to the extent permitted by law) and shall provide reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the access or disclosure (to the extent permitted by law). If the Receiving Party is compelled by law to access or disclose the Disclosing Party's Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable costs of compiling and providing access to such Confidential Information and the reasonable costs of any assistance provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

23. NON-COMPETITION

23.1. The Customer agrees, for the duration of its contractual relationship with Habiata and for a period of two (2) years from the end thereof, not to engage, directly or indirectly, by any person or entity, in any activity competing with that of Habiata in Switzerland, Belgium, the Netherlands, the Grand Duchy of Luxembourg and France, including but not limited to the provision of a B2B collaboration platform (i.e. exchange of documents and information) for the real estate industry, as well as not to solicit Habiata's Customers, employees and prospects in any form whatsoever. In case of non-compliance with any of the obligations described in this article, the Customer will be liable for compensation set at a flat rate of twenty thousand euros (EUR 20,000) per violation.

24. ADVERTISING

24.1. The Customer grants Habiata the right to use the Customer's name and logo as a reference for marketing or promotional purposes on Habiata's website and in other public or private communications with its existing or potential customers (e.g. Platform product website), marketing brochures (online and offline), and other items, subject to the Customer's standard brand usage guidelines as provided to us from time to time. The Customer may email legal@habiata.lu at any time indicating that it does not wish to be used as a reference.

24A. REFERRAL PROGRAMME

24A.1. Habiata may operate a referral programme (the "Referral Programme") enabling eligible Customers to refer new customers to the Platform in exchange for rewards. The terms, conditions, reward structure, and eligibility criteria of the Referral Programme are as published in the Platform and may be modified by Habiata at any time with reasonable notice.

24A.2. Participation in the Referral Programme is limited to Customers with an active paid subscription. Trial users are not eligible to participate as referrers.

24A.3. Referral rewards are credited only upon successful conversion of the referred party to a paid subscription and completion of the referred party's first billing cycle. Habiata reserves the right to claw back referral rewards if the referred party terminates its subscription within ninety (90) calendar days of conversion to a paid account.

24A.4. Referral benefits, including but not limited to extended trial periods and discounts for referred parties, cannot be combined with government subsidies or similar public funding programmes.

24A.5. Habiata reserves the right to suspend or terminate a Customer's participation in the Referral Programme, void referral rewards, and reclaim any benefits already credited in cases of abuse, self-referral, fraudulent activity, or any behaviour that Habiata considers, at its sole discretion, to be contrary to the spirit of the Referral Programme.

24A.6. Habiata may modify, suspend, or discontinue the Referral Programme at any time. Rewards already earned and credited prior to such modification, suspension, or discontinuation shall remain valid.

25. NON-EXCLUSIVITY

25.1. The Customer acknowledges and agrees that Habiata is able to provide the same type of services as the Services Included under the Agreement to other customers.

26. RELATIONSHIP BETWEEN THE PARTIES / NO THIRD PARTY BENEFICIARY

26.1. The Parties are independent contractors. The Order Form, these General Terms and Conditions and the DPA do not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. There are no third party beneficiaries of this Agreement.

27. E-MAIL AND MESSAGING

27.1 Unless otherwise specified in these Terms and Conditions, all notices under the Order Form, these Terms and Conditions and the DPA will be sent by email, although Habiata may elect to provide notice to the Customer through the Included Services. Notices to Habiata will be sent to support@habiata.lu, with the exception of legal notices, such as notices of termination or indemnifiable claims, which must be sent to legal@habiata.lu. Notices will be deemed to have been duly given by Habiata (a) the day after they are sent, in the case of notices by email; and (b) the same day, in the case of notices through the Included Services.

28. ENTIRE AGREEMENT

28.1. The Contract, including these Terms and Conditions (as they may be amended from time to time in accordance with clause 36), the DPA and the Order Form(s), constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral, relating to its subject matter.

29. CONFLICTS WITH THE ORDER FORM

29.1. The Parties agree that in the event of any conflict between one or more provisions of these General Conditions, the DPA and/or the Purchase Order, the following order of precedence shall apply: (1) the Purchase Order, (2) the DPA and (3) finally, the General Conditions.

30. REPRESENTATIONS AND WARRANTIES

30.1. The Parties declare and warrant to each other that they:

• are validly constituted and exist under the laws applicable to them
• have all the authorisations required to enable them to carry out their respective activities
• have taken all the corporate decisions required to validly enter into - and sign the Contract
• are not the subject of any insolvency proceedings, composition proceedings or similar proceedings and are not being generally wound up
• have entered into the Contract and will perform the Contract in good faith, in accordance with the provisions of the last paragraph of article 1134 of the French Civil Code

30.2. The Customer declares and warrants that he/she has the legal capacity and has been validly represented in order to execute the Order Form, these General Terms and Conditions and the DPA. The Customer also declares and warrants that it is responsible for the conduct of its Users and their compliance with these General Terms and Conditions.

30.3. The Customer represents and warrants to Habiata to provide all information, documents and/or other data required, useful or may be relevant, to enable Habiata to perform the Contract in the best possible conditions.

30.4. The Customer represents and warrants that the funds used in connection with the Agreement or the payment of contractually agreed remuneration do not originate from and/or are not the proceeds of transactions that would be contrary to, sanctioned or incriminated by the Law of 12 November 2004.

31. ASSIGNMENT AND SUBCONTRACTING

31.1. The Customer may not, without the prior written consent of Habiata, subcontract its services or assign in any manner whatsoever the Contract or any of its rights under the Contract.

32. FORCE MAJEURE

32.1. It is expressly provided that in the event of force majeure resulting in the impossibility of Habiata, the latter shall not be held liable for damages, delays or failures in the performance of the Contract caused by events beyond its control, or not resulting from the fault or negligence of Habiata.

32.2. Force Majeure events include all events that are unforeseeable, irresistible and external to the Parties in accordance with the criteria defined by the jurisprudence of the Luxembourg courts and also, by express agreement between the Parties, an explosion, earthquake, strike not involving Habiata, riots, public disorder, a health crisis, a war, a failure of communication networks, energy supply or transport, a failure of delivery or transport providers as well as criminal acts committed by third parties and more particularly those resulting from hacker attacks of all types on information systems.

32.3. Force majeure suspends the obligations arising from the Contract for as long as it exists. However, if the force majeure continues for more than two (2) months, the Contract may be terminated by either of the Parties, without such termination being deemed to be in breach of contract.

32.4. Termination on the grounds of force majeure must be notified by registered letter with acknowledgement of receipt and will take effect on the date of receipt of the said letter. Amounts paid prior to termination remain the property of Habiata and the Services performed up to the date of termination shall be paid by the Customer to Habiata, where appropriate on a pro rata temporis basis.

33. CONTINGENCY CLAUSE

33.1. If, during the performance of the Services, a change in circumstances occurs that could not have been foreseen at the time the Contract was entered into and which renders performance excessively onerous for a party that would not have agreed in the circumstances to assume the risk, the Parties undertake to consult as soon as possible in order to determine and implement an appropriate solution.

33.2. If no agreement is reached within a period of one month from the start of the negotiation talks, the aggrieved party will be entitled to terminate the Contract. Termination will be notified by registered letter with acknowledgement of receipt and will take effect on the date of receipt of the said letter. Amounts paid prior to termination shall remain the property of Habiata and the Services performed up to the date of termination shall be paid by the Customer to Habiata, where appropriate on a pro rata temporis basis.

34. CANCELLATION

34.1. Any failure or delay by a party to exercise or enforce any right, or any forbearance or delay granted, shall not affect the rights of that party to exercise or enforce such right against the other party. Similarly, the waiver of any breach of any provision shall not be construed as a waiver of any subsequent breach or a waiver of the provision itself. To be valid, the waiver must be in writing, signed by an authorised representative of the waiving party and delivered to the other party.

34.2. The Parties elect domicile at the addresses indicated in the Contract, elected domiciles to which all documents and bailiff's writs will be validly served, and all communications, letters or correspondence addressed to this address are presumed to have been received within two (2) days of the date of posting, the latter being taken as proof.

34.3. Only the notification by registered letter of a new domicile, registered office, or a new address shall constitute a new election of domicile. However, Habiata reserves the right to make notifications and/or serve notices at the last address of which it has been notified.

35. INTUITU PERSONAE COMMITMENT - AMENDMENT

35.1. The Contract is concluded intuitu personae. It is a Contract entered into by the Customer in consideration of existing relations with Habiata and/or its managers.

35.2. The Contract commits the Customer in the same way as its heirs, successors, legal representatives and assigns, or liquidators and curators.

35.3. As the business evolves, Habiata may amend these Terms and Conditions and the other elements of the Agreement (with the exception of the Order Forms). If Habiata makes a material change to the Agreement, it will provide reasonable notice to the Customer before the change takes effect, either by sending an email to the email address associated with the Customer's account or by sending a message to the Customer via the Platform. The Customer may consult the most recent version of the General Terms and Conditions at any time by visiting the Platform. The materially revised Agreement will enter into force on the date indicated in Habiata's notice, and all other modifications will enter into force upon publication of the modification. If the Customer (or any User) accesses or uses the Platform after the effective date, such use will constitute the Customer's tacit acceptance of any changes to the Terms and Conditions.

35.4. In case of changes to the Terms and Conditions, any version attached to the Order Form between the Customer and Habiata is deemed to be replaced by the updated version of the Terms and Conditions.

35.5. Any amendment to the Agreement must be in writing.

36. NULLITY OF A CLAUSE

36.1. The Parties expressly agree that if any clause of the Contract relating to these contractual provisions were to be declared null and void, this nullity would in no way affect the other clauses of the Contract. The other provisions shall continue to apply and retain their full and complete effect. The invalid/invalid provisions must be completed or interpreted in such a way that the spirit of the Contract is respected. The Parties then undertake to enter into negotiations, in good faith and as soon as possible, to replace the provision(s) declared invalid, illegal or inapplicable with valid, lawful and applicable provisions that correspond as closely as possible to the economic and legal effect of the provision(s) declared invalid, illegal or inapplicable.

37. APPLICABLE LAW AND JURISDICTION

37.1. This Agreement and all contractual and non-contractual obligations arising out of it shall be governed by and construed in accordance with Luxembourg law.

37.2. The courts of the city of Luxembourg shall have exclusive jurisdiction over any dispute relating to the formation, validity, interpretation, performance, non-performance or termination of the Contract.

37.3. This contract is signed electronically on the date appearing at the beginning of this contract in accordance with applicable European and Luxembourg regulations, more specifically Regulation (EU) No. 910/2014 of the European Parliament and of the Council dated 23 July 2014 (eIDAS), the Luxembourg law of 14 August 2000 on electronic commerce as amended from time to time, and the Luxembourg Civil Code. For this purpose, the parties to this contract agree to use an electronic signature solution compliant with Regulation (EU) No. 910/2014, which may include Habiata's own electronic signature module or any other compliant electronic signature platform. Each of the said parties decides (i) that the electronic signature which it attaches to this contract has the same legal value as its handwritten signature and (ii) that the technical means implemented in the context of this signature confer a definite date (date certaine) to this contract.

37.4. In accordance with article 1325 and article 1334-1 of the Luxembourg Civil Code, each of the parties to this contract agrees that electronic copies of this contract have an equal evidentiary value as the original notice or a certified copy of such original. An electronic copy cannot be dismissed by a judge on the sole ground that it is in electronic form.

37.5. This contract and its content are confidential and can only be disclosed to your professional advisors or where required by law.

37.6. This contract shall be exclusively governed by and construed in all respects in accordance with Luxembourg law. Exclusive jurisdiction is granted to the Courts of the City of Luxembourg (Grand Duchy of Luxembourg) and any claims arising under the present notice must be submitted to the Courts of the City of Luxembourg.