GENERAL TERMS AND CONDITIONS OF USE – ELECTRONIC SIGNATURE (hereinafter referred to as the “General Conditions”)

Between PayFit Ltd., registered under number 116 239 00, with its registered office located at Unit 316 Clerkenwell Workshops, 27-31 Clerkenwell Close, London, United Kingdom, EC1R 0AT, represented by Mr. Jonathan Ducroizet in his capacity as sole Director,

(hereinafter referred to as “PayFit”)

and the Client, hereinafter individually referred to as a “Party” and collectively as the “Parties.”

PREAMBLE

PayFit operates a payroll management and HRIS service accessible online (hereinafter referred to as the “Software”) that the Client uses according to the terms and conditions defined in the Subscription Agreement (hereinafter referred to as the “Subscription Agreement”).

PayFit has integrated into the Software an additional module allowing the Client to sign and have employees sign PayFit Documents using a simple level electronic signature provided by Yousign (hereinafter referred to as the “Service”).

The Client agrees to benefit from the Service under the General Conditions set forth herein.

PayFit undertakes to provide the Service to the Client to enable them to sign and have employees sign all PayFit Documents at the price indicated in the Subscription Agreement.

THE PARTIES HAVE AGREED AS FOLLOWS

ARTICLE 1 - DEFINITIONS

Subscription Agreement: has the meaning given in the preamble.

Yousign General Conditions: the general terms and conditions in effect at the time the Client sends PayFit Documents for electronic signature and as attached, for information, in Appendix 1.

PayFit Documents: refers to the documents and/or contracts available in the Client's administrative account under the "document" section, which are strictly related to the purpose of the Software, i.e., payroll and employee management, and that the Client can sign and have signed by electronic signature.

Client's Personal Data: means the personal data used by the Client and the signatories to sign a PayFit Document, as detailed in Article 14.

Software: has the meaning given in the preamble.

Service: has the meaning given in the preamble. Yousign: refers to the provider of the simple-level electronic signature solution.

ARTICLE 2 – ACCEPTANCE AND SUBSEQUENT MODIFICATION OF THE GENERAL CONDITIONS

By subscribing to the Service, the Client is deemed to have accepted these General Conditions as well as the Yousign General Conditions, attached in Appendix 1.

PayFit reserves the right to unilaterally modify these General Conditions at any time. These changes will bind the Client upon their publication, by any means. Any substantial modification of the General Conditions will be communicated to the Client within thirty (30) calendar days before their entry into force. In case of refusal of the modified version of the General Conditions, the Client remains free to terminate the Service under the conditions provided herein.

The Client is also responsible for regularly checking the Yousign website to be aware of any potential modifications made by Yousign to its general conditions https://yousign.com/fr-fr/conditions-generales.

ARTICLE 3 – PURPOSE

The purpose of these General Conditions is to define the roles and obligations of each Party in the framework of the marketing and/or provision by PayFit, and the use by the Client of the Service, according to the price and duration agreed between the Parties.

These General Conditions are specific to the Service and apply jointly with the terms of the Subscription Agreement. In case of contradiction, these General Conditions will prevail only to the extent applicable to the Service.

ARTICLE 4 – ACTIVATION AND USE OF THE SERVICE

1° Prior Legal Prerequisites: The Client undertakes that the person activating the Service is of legal age and has the legal capacity and necessary powers to commit the Client to subscribing to the said Service. Consequently, PayFit will act as if any request for activation of the Service it receives was made by a person capable of committing the Client. For clarity, the Service is only available to an existing PayFit Client, i.e., a Client who has previously entered into a Subscription Agreement with PayFit giving them access to the Software.

2° Service Activation Steps: Upon first use of the Service, the Client must accept these General Conditions via a checkbox. The Client then has access and can download and review the General Conditions they accept unreservedly by ticking a box to express their consent. By doing so, the Client will be bound by the General Conditions and will be required to use the Service accordingly.

3° Use of the Service: The Client may use the Service immediately after activating it within the following limits: from one to three employees: the Client may sign a maximum number of PayFit Documents equal to 2 PayFit Documents per employee per month. However, they are in any case entitled to sign a minimum of 5 PayFit Documents per month. from four to nine employees: the Client may sign a maximum number of PayFit Documents equal to 1 PayFit Document per employee per month. However, they are in any case entitled to sign a minimum of 5 PayFit Documents per month. from ten to twenty-four employees: the Client may sign a maximum number of PayFit Documents equal to 0.5 PayFit Document per employee per month. beyond twenty-five employees: the Client may sign a maximum number of PayFit Documents equal to 0.25 PayFit Document per employee per month.

ARTICLE 5 - SIGNATURE OF PAYFIT DOCUMENTS

To sign a PayFit Document, the Client must access their PayFit administrative account and:

Select the PayFit Document they wish to have signed in the "Document and Payslips" or "My Employees" section of the Software and select the "Send for Signing" button.

Fill in the email address, first name, and last name of each signatory or choose from the list of employees and select, if necessary, the order of signatories.

Each signatory will receive an email generated by PayFit containing a link redirecting them to the PayFit Document to be signed in the Yousign environment. By continuing, the Client is informed that they are deemed to accept Yousign's privacy policy.

The Client will be offered the opportunity to read the PayFit Document before signing it.

The signatory must enter a verification code sent by email by Yousign to sign the PayFit Document.

The Client can track the signature progress in real-time from their account: once all signatories have signed the PayFit Document, the Client will see a green mark next to the PayFit Document on their administrative account, informing that the document has been signed by all signatories and will be notified by email. The client can download the signed PayFit document. The signed PayFit Document is stored in the Software for the same duration as provided for other documents in the Subscription Agreement. Each electronic signature of PayFit Documents results in the establishment of a folder of proof (i.e., the file on which all data and information related to the use of the Client and its signatories of the electronic signing Services are recorded) by Yousign, in which all data and information related to the electronic signature process used, as well as all elements allowing the identification of the signatories who signed the PayFit Documents, are recorded.

Once a PayFit Document is signed, it is automatically hosted and available on the Client’s Software administrative account. In the event that the electronic signature process of a PayFit Document is contested or becomes the subject of a dispute, the Client may use the folder of proof and the certification policies (i.e., the policies implemented by Yousign to provide an electronic signature service in compliance with the standards for which it is certified, the technical documentation of which can be consulted on Yousign's website, in the "Certifications" section).

ARTICLE 6 – CLIENT OBLIGATIONS

By using the Service, the Client fully accepts these General Conditions and undertakes to use the Service in accordance with its purpose and as defined in these General Conditions and in Yousign's General Conditions. In particular, the Client undertakes not to use the Service to sign documents or contracts that are not related to the purpose of the Software, which is exclusively related to payroll and employee management (“Non-PayFit Documents”).

Furthermore, the Client:

declares having obtained the consent of its employees to sign their PayFit Documents using the simple level electronic signature, consents to the transfer, to PayFit and its providers (notably to Yousign) of the Client's Personal Data necessary for the performance of the Service, consents to using the Service only in accordance with its purpose, undertakes to transmit only accurate, up-to-date, genuine data and Content that is not misleading, acknowledges that PayFit will not verify the accuracy of the content (including, but not limited to, the PayFit Document modified by the Client, the Client's Personal Data, any other information added by the signatories (hereinafter referred to as the “Client Content”) completed by the Client and/or its signatories and that the Service will be provided based on such content. Consequently, the Client is invited to review and complete all requested fields for the proper execution of the electronic signature and declares to assume alone the consequences resulting from any of its actions, faults, errors, or omissions as well as those of its signatories in the use of the Service in this regard and to the exclusion of PayFit's liability. acknowledges and expressly accepts that Yousign is unaware of the signed PayFit Documents, on which the Parties do not perform any moderation, selection, verification, or control of any kind. undertakes to download and keep on a durable medium all PayFit Documents signed electronically.

The Client is solely responsible for the relationships that may arise between them and the signatories in connection with the use of the Services. Moreover, the Client acknowledges and expressly accepts that neither Yousign nor PayFit are parties to the contracts concluded with the signatories and that, as such, they cannot be held liable for any difficulties that may arise during the conclusion or execution of these contracts, nor be party to any possible disputes in this regard. In this respect, the Client is solely responsible for their use of the folder of proof, in the event of any disputes.

ARTICLE 7 – LIMITED OBLIGATIONS OF PAYFIT

PayFit undertakes to allow the Client to: sign and have PayFit Documents signed, with a simple electronic signature provided by Yousign, manage signatories and their order of signature, track the progress of the Signature in real-time, receive the Yousign signature certificate once a PayFit Document is signed.

Furthermore, PayFit undertakes to host any signed PayFit Document on the Software.

PayFit expressly rejects any obligation related to Non-PayFit Documents.

ARTICLE 8 – PRICING CONDITIONS

The total price paid by the Client for the Service is included in the offer selected in their Subscription Agreement. It allows the Client to access a limited number of Signatures as defined in Article 4. PayFit reserves the right to unilaterally modify the price of the Service. Any price modification will be made in accordance with the terms of the Subscription Contract.

Notwithstanding the foregoing, any provision of the Subscription Agreement relating to pricing conditions and payment terms remains applicable.

ARTICLE 9 – EFFECTIVE DATE AND DURATION

These General Conditions come into effect from the date of their acceptance by the Client and remain in force for the duration of the Subscription Agreement unless terminated by a Party in accordance with the "Termination" article.

ARTICLE 10 – LICENSE CONDITIONS

PayFit grants the Client a personal, non-exclusive, non-transferable, and non-assignable right to use the Service to the exclusion of any other reproduction right or of any kind, worldwide and for the duration of these General Conditions. The right to use the Service covers access and use of the Service in accordance with its purpose.

For clarity, PayFit retains ownership of all intellectual property rights relating to the Service and grants no intellectual property rights other than those expressly provided for in the Subscription Agreement.

All other provisions relating to the intellectual property of either Party set out in the Subscription Agreement are applicable to these General Conditions.

ARTICLE 11 – LIMITED WARRANTY OF PAYFIT

The Service is provided "as is." Without prejudice to any warranty made by PayFit in the Subscription Agreement, PayFit makes no other express or implied warranty concerning the Service provided under these General Conditions. PayFit expressly disclaims any warranty of satisfactory quality, merchantability, and fitness for a particular purpose.

ARTICLE 12 – SUPPORT AND MAINTENANCE

If the Client encounters difficulties in the proper functioning of the Service, the Client must contact their PayFit account manager. PayFit will make its best efforts to correct the problem encountered by the Client.

ARTICLE 13 - TERMINATION

These General Conditions will be immediately terminated in the event of termination, for any reason, of the Subscription Agreement. Furthermore, PayFit reserves the right, without notice and at its sole discretion, to terminate the Service and terminate the General Conditions with immediate effect in the event (i) of termination of its collaboration with Yousign, for any reason, or (ii) of suspicion of abnormal use of the Service by the Client.

ARTICLE 14 – CLIENT PERSONAL DATA AND GDPR

The execution of the Service involves the processing of the email address, first name, and last name and, where applicable, the phone number of the signatories of a PayFit Document and the person initiating the signature as well as the data contained in the PayFit Document itself (hereinafter “Client Personal Data”).

The Client's Personal Data will be processed by PayFit as a processor and by Yousign as a sub-processor. The Client acts as a data controller under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter, the “GDPR”) applicable since 25 May 2018.

The provisions of the Subscription Agreement relating to the processing of personal data apply to the processing of the Client's Personal Data carried out by PayFit under these General Conditions.

Yousign will process the client's personal data in accordance with the privacy policy, available at the following address: https://yousign.com/fr-fr/confidentialite. To comply with the principle of data minimization, the Client ensures that its employees will not include any sensitive data as well as only the personal data necessary for the execution of the Service.

The Client is reminded that PayFit Documents should not contain any personal data considered sensitive (and in particular any personal data relating to health) under applicable laws and regulations.

ARTICLE 15 - LIABILITY

Without being exhaustive, PayFit expressly excludes any liability for Non-PayFit Documents and for damages for which Yousign is responsible under its general conditions (Appendix 1).

Without prejudice to the foregoing, and unless otherwise provided by law, PayFit's liability is strictly limited to what is provided in the Subscription Agreement.

ARTICLE 16 – TRADEMARK AND LOGO

The use by PayFit of the client's logo and trademark remains governed by the Subscription Agreement.

ARTICLE 17 - CONFIDENTIALITY

The provisions of the Subscription Agreement remain applicable in this regard.

ARTICLE 18 – APPLICABLE LAW AND JURISDICTION

The provisions of the Subscription Agreement remain applicable in this regard.

ARTICLE 19 – MISCELLANEOUS

a. Independence of the parties: Each Party is a legally and financially independent legal entity acting on its own behalf and under its sole responsibility. Each Party is prohibited from making any commitment in the name and on behalf of the other Party, to which it will in no case substitute itself. Each Party remains solely responsible for its own services, acts, claims, commitments, products, and personnel.

b. Intuitu personae: These General Conditions are concluded intuitu personae. The Client undertakes not to assign or grant, in whole or in part, the rights and obligations arising from these General Conditions without the prior written consent of PayFit.

c. No waiver: The fact that a Party does not invoke a breach by the other Party cannot be interpreted as a waiver by it of the obligation concerned. d. Partial invalidity: If one or more provisions of these General Conditions are declared invalid by a competent authority, the other provisions will be in force, provided that the balance of these General Conditions is not altered.

Appendix 1 – Yousign General Conditions Yousign's general conditions are available at https://yousign.com/fr-fr/conditions-generales. This version may be modified from time to time by Yousign and PayFit strongly recommends that the Client regularly checks the current version on Yousign's website.