Terms of Service

‍

‍

‍

TERMS AND CONDITIONS

1. Company Information
 

COMMANDES PHARMA ( “FAKS”) is a simplified joint-stock company registered with the Paris Trade and Companies Register under number 881 529 861, with its registered office located at BUREAU 326, 78 Avenue des Champs-Élysées, 75008 Paris. 

‍

2. Services Offered
 

FAKS offers the customer identified in the Quote as defined below (the “Customer” ) the software platform accessible via “Software as a Service” (SaaS), known as FAKS (consisting of a mobile app and a website) (the “Platform” ), the purpose of which is to facilitate communication between pharmacists and pharmaceutical companies. 

‍

The Platform offers the following features (the “Services” ): 

• Handling user complaints; 
• The reporting of expired products by the platform's partner labs; 
• The management of commercial transactions between Users, the Client, and the laboratories; 
• Centralized management of supplier relationships through the "Laboratory Page" and "Discussions" modules; and
• Automation of business operations between Users and laboratories ( “Faks Konnect ”).

‍

The Services are detailed in Appendix 2.

‍

The Client, which operates a group of pharmacies, wishes to use the Platform as part of its business operations and to make it available to the pharmacy businesses that are members of its group (the “Members” ).
‍

3. Contractual documents
‍

The contractual relationship between the Customer and FAKS is governed, in descending order of priority, by the following documents: 

The quote (the “Quote” ) 

- It is based on the Client's needs 

- The Customer must accept it in writing (including by email) within 30 days of its issuance. Such acceptance constitutes acceptance of the General Terms and Conditions in the version in effect as of the date of the Quote 

- In the event of any conflict, the Quote shall prevail over the Terms and Conditions 

- In the event of a discrepancy, the most recent quote takes precedence over the older one(s)

The Terms and Conditions (the “Terms and Conditions” )

They define: 

- The terms and conditions for using the Platform and Services, - The respective obligations of the parties. 

They are available when you sign up for the Platform and can also be accessed at any time via a hyperlink located at the bottom of the Platform’s page.

‍

The General Terms and Conditions and the Quote constitute the entire agreement between the parties as of the date of their signature and are collectively referred to herein as the “Agreement.”  

‍

4. Terms of Access to the Services
 

(i) The Client is a legal entity acting through a natural person who has the authority or power of attorney required to enter into contracts on behalf of and for the account of the Client. 

(ii) The Customer is a professional, defined as any natural or legal person acting for purposes related to their commercial, industrial, craft, professional, or agricultural activities, including when acting in the name of or on behalf of another professional.
 

5. Terms and Conditions for Accessing and Subscribing to the Services
 

In order to use the Services, the Customer must have the following hardware or software: a smartphone, tablet, or computer with internet access. 

To subscribe to the Services, the Customer may contact FAKS directly using the contact information provided in the “Company Information” section . FAKS will review the request and may deny it if it does not meet the conditions set forth in the “Conditions of Access to the Services” section .
‍

6. Description of Services
 

6.1. The Services 

Before subscribing, the Customer acknowledges that they may review the features of the Platform and the Services, as well as their limitations—particularly technical ones—on the website www.faks.co (the “Website” ). 

The Customer acknowledges that the use of the Services requires an internet connection and that the quality of the Services depends on this connection, for which FAKS is not responsible. 

The Services to which the Customer has subscribed are described in the Quote. 

Any request to modify the subscribed Services must be accompanied by a supplementary quote. 

The Customer has access to the Services as described in the Quote. FAKS reserves the right to offer any other Services. 

6.1.1 Terms of the License Granted to the Customer 

‍

i. Scope 

FAKS grants the Customer, on a worldwide basis and for the term specified in the “Term” section, a non-exclusive, personal, and non-transferable license to use the Platform, in its version existing as of the date hereof and in any future versions, as well as its technical documentation, in SaaS mode, solely for the purpose of performing the Agreement, and solely for the Client’s employees whom the Client has previously authorized to use the Platform (the “Users” ). 

Any request by the Customer to modify the Platform’s settings and/or add new Services and/or new features must be submitted via email to FAKS’s customer service department. If the Parties agree on the terms—including financial terms—for modifying this license, such modifications will be subject to a supplementary quote. 

‍

ii. Implementation Procedures 

The Customer agrees not to, and shall ensure that Users do not, as a result: - reproduce, modify, or adapt all or part of the Platform, 

- engage in any form of commercial exploitation of the Platform with third parties, 

- transfer, provide, lend, or lease the Platform; grant sublicenses or other rights of use; or, more generally, disclose all or part of the Platform to a third party or an affiliate, 

- integrate all or part of the Platform into any computer system or other software platform other than those specified in the Agreement, 

- transmit the Platform electronically, make it available online (including via the Internet), or distribute it in any other form without the prior written consent of FAKS. 

6.1.2 Access to the Platform 

‍

i. Platform Configuration 

FAKS configures the Platform, which involves customizing the Client’s dedicated space to match their brand guidelines. 

‍

ii. Account Creation and User Selection 

It is the Customer’s responsibility to create an account on the Platform, which allows the Customer, among other things, to manage their use of the Services and access the Platform (the “Account” ). 

It is the Customer’s responsibility to select the Users who have access to the Platform, as well as to ensure that Users keep their login credentials and/or passwords confidential and do not allow any third party to use them in their place or on their behalf, unless they assume full responsibility for such use. 

The Customer expressly acknowledges that any use of the Platform using a User’s login credentials shall be deemed to have been made by that User. The Customer agrees to contact FAKS immediately, by any appropriate written means, including email, if it appears that the login credentials have been used without the knowledge of the User in question. 

‍

iii. Members' Access to the Platform 

Members who wish to use the Platform must sign up directly with FAKS. 

To do so, the Customer must: 

- promote the Platform to members and provide them with the information they need to register on the Platform, 

- Provide FAKS with a list containing the names and contact information of Members so that FAKS can identify them when they apply for registration. 

The terms and conditions for Members’ registration on the Platform, the services provided to them via the Platform, and the rights and obligations of Members in this regard are described in the Platform’s Terms of Use, a copy of which is attached as Appendix 1 to these Terms and Conditions, which Members must accept when they register on the Platform. The Client acknowledges and agrees that the Platform’s Terms of Use are subject to change. 

By registering on the Platform, Members are granted a non-exclusive, personal, and non-transferable license to use the Platform, subject to the terms and conditions set forth in the Platform’s Terms of Use, and for a maximum of 10 users by default. 

To register on the Platform, Members must download it from one of the app stores listed on the Site, and then request the creation of an account in their name, in accordance with the terms and conditions of use of the Platform set forth above. 

The opening of each Member’s account is validated by FAKS after it has verified, based on the list provided to it by the Client, that the applicant for said account is indeed a Member. Once validated, each Member’s account is linked to the Client’s Account to enable the provision of the Services described in the section “Services Associated with the Use of the Platform” above.
 

6.2. Supplemental benefits
‍

6.2.1. Platform Maintenance 

During the term of the Services, the Customer is entitled to corrective and upgrade maintenance as defined below. In this context, access to the Platform may be restricted or suspended. 

- Corrective maintenance 

The purpose of corrective maintenance is to correct, during the term of the Agreement, any malfunctions or bugs identified on the Platform. The terms and conditions of corrective maintenance are described below. 

FAKS addresses bugs or malfunctions identified on the Platform (the “Issues” ) during FAKS’s support hours, namely between 9:00 a.m. and 6:00 p.m. Monday through Friday, excluding holidays ( the “Business Hours” ). Any time period that begins during these hours will expire at the same time on the last business day of the period. 

These anomalies fall into three categories: 

- “Critical Malfunction”: renders the Services unusable, 

- “Major Outage”: impairs the use of the Services by preventing the use of certain essential features, 

- “Minor Malfunction”: prevents the Customer from using one or more non-essential features of the Services. 

The Customer may report any Issue to FAKS via email or through the reporting system available on the Platform, providing as much information as possible. Receipt of such a report constitutes notification of an Issue. 

FAKS will notify the Customer of the cause of the issue via email or through the reporting system available on the Platform. 

If the Platform is not the cause of the Anomaly, no maintenance will be performed. 

If the Platform is the cause of the Anomaly, FAKS will notify the Customer of its classification within 4 business hours ( the “Diagnosis Date” ) and will correct it within the following timeframes: - Critical Anomaly: within 8 business hours of the Diagnosis Date, 

- Major Malfunction: within 24 business hours of the Date of Diagnosis, 

- Minor defect: as soon as possible following the date of diagnosis. 

If FAKS is unable to resolve a Critical or Major Issue within the specified timeframe, it will make every effort to provide a workaround by no later than: 

- within 16 business hours of the Date of Diagnosis for a Critical Anomaly, 

- within 32 business hours of the Date of Diagnosis for a Major Defect. 

FAKS can confirm the completion of the service via email or through the reporting system available on the Platform. 

- Scalable maintenance 

For the duration of the Services, the Customer is entitled to ongoing maintenance, specifically: 

- improvements to the Platform’s features and/or technical infrastructure used in connection with the Platform, intended to introduce minor enhancements (the “Updates” ), 

- additions of new features to the Platform and/or to the technical infrastructure used in connection with the Platform (the “New Versions” ). 

FAKS will be able to process them automatically without prior notice. 

Access to the Platform may also be restricted or suspended for scheduled maintenance, which may include the aforementioned corrective and upgrade maintenance operations. In such cases, FAKS undertakes to use its best efforts to ensure that these operations are carried out outside of Business Hours. 

6.2.2. Service Level Guarantee 

FAKS guarantees 99% monthly uptime for the Platform. 

The Platform is considered to be unavailable in the event of an outage, that is, a failure resulting from any cause within FAKS’s control (the “Outage” ). 

The availability rate is calculated on a monthly basis and begins with the first full month in which the Platform is made available. 

Availability rate = [Total time – Downtime] / Total time * 100 

Example (for the month of January): 

- Total time = 31 days * 24 hours = 720 hours 

- Downtime = 6 hours 

- Availability rate = [720 – 6] / 720 * 100 = 99.2% 

This percentage does not take into account instances of unavailability due to: 

- scheduled maintenance under the conditions set forth in the section titled “Platform Maintenance, ” 

- the suspension or termination of the Services in accordance with the Terms and Conditions, 

- all cases listed in the section titled “FAKS’s Obligations and Liability.” 

‍

A failure is deemed to have occurred as of the occurrence of the first of the following two events: 

- a report submitted by the Customer via email or through the reporting system available on the Platform, 

- a report from FAKS. 

Downtime is the period between the reporting of an outage and notification that access to the Platform has been restored, excluding any delays caused by the Customer during the resolution of the outage (e.g., the Customer’s failure to respond).
‍

6.2.3. Hosting 

FAKS undertakes to host the Platform, as well as the data generated, entered, and exchanged between Users, in accordance with industry standards and best practices, under the conditions of quality, availability, security, and confidentiality described in the Agreement, on the servers of a professional hosting provider recognized in this field, located within the European Union. 

In the event of a change in hosting provider, FAKS agrees to notify the Customer as soon as possible, by any appropriate written means, specifying the identity of the new hosting provider as well as the European Union country in which its servers will be located. 

6.2.4. Technical Support 

In addition to the issues mentioned above, and for any questions regarding the use of the Platform, FAKS provides technical support, including assistance and advice. 

Technical support is available via email (support@faks.co) or through a communication system accessible on the Platform during business hours. 

Depending on the identified need, FAKS will estimate the response time and keep the Customer informed.

‍7. Term of the Services Subscription
 

The license to use the Platform and all Services is purchased by the Customer on a subscription basis ( the “Subscription” ) for the term specified in the Quote. 

Unless otherwise specified in the Quote, this Subscription will automatically renew for successive periods of the same duration (the “Periods” ), under the same terms and conditions, unless the Subscription is terminated in accordance with the provisions of the “Termination of Services” section .
‍

8. Financial Terms
 

8.1. Prices and Payment Terms
‍Inexchange for the license to use the Platform and Services, the Customer agrees to pay FAKS the price in euros (excluding tax) per Customer Member specified in the Quote, according to the frequency specified therein. 

FAKS reserves the right, at its sole discretion and under terms and conditions determined solely by it, to offer promotional deals or price reductions. 

Invoices issued by FAKS may be sent electronically and are payable within 30 days of the date of issuance. 

Unless otherwise agreed by the parties, payment is processed via direct debit through the payment service provider Gocardless or by bank transfer. 

The Customer warrants to FAKS that they have the necessary authorization to use this payment method.
 

8.2. Price Revisions
‍FAKS may revise theprices of the Services at any time. FAKS agrees to notify the Customer of any price changes in writing at least four months before the new prices take effect. 

Once they take effect, the new prices will apply as of the automatic renewal of the Contract in accordance with the terms set forth in the “Term” section . 

If the Customer does not accept the new prices, they must terminate the Contract in accordance with the terms of the “Termination of Services” section in order to prevent its automatic renewal. 

The Customer is deemed to have accepted the new prices if the Customer uses the Services after they take effect. 

8.3. Consequences of Late or Non-Payment
TheCustomer is herebynotified and expressly agrees that any delay in payment of all or part ofan amount due on its due date shall automatically result, without prior notice: 

- if applicable, the acceleration of all amounts owed to it by the Customer and their immediate payment, 

- the immediate suspension of the Services in progress until all amounts due have been paid in full, 

- charging FAKS late payment interest at a rate three times the statutory interest rate, calculated on the total amount owed by the Customer, and a flat-rate compensation fee of 40 euros for collection costs, without prejudice to additional compensation if the actual collection costs incurred exceed this amount. 

9. Intellectual Property Rights
 

The Customer expressly acknowledges that this Agreement does not grant the Customer any intellectual property rights in the Platform, which remains the exclusive property of FAKS. 

The Customer is granted only a license to use the Platform under the terms set forth in the Agreement. 

Consequently, any disassembly, decompilation, decryption, extraction, reuse, copying, and, more generally, any act of reproduction, display, distribution, or use of any element comprising the Platform, in whole or in part, without FAKS’s authorization, is strictly prohibited and may result in legal action. 

10. Business References
 

The parties may use their respective names, trademarks, and logos and refer to their respective platforms for promotional purposes during the term of their contractual relationship and for three years thereafter. 

11. Customer Obligations and Liability 

11.1. Regarding the provision of information 

The Customer agrees to provide FAKS with all information necessary for subscribing to and using the Services. 

The User is solely responsible for properly fulfilling all applicable administrative, tax, and/or social security obligations that may arise in connection with their use of the Services. FAKS shall not be held liable in any way in this regard. 

The Client also warrants to FAKS that it possesses all necessary rights and authorizations to share the information it provides to FAKS regarding Members, including identification data and commercial and financial data pertaining to the management of the Member’s pharmacy.

The Client hereby indemnifies FAKS against any and all complaints, claims, actions, and/or demands based on a breach of any contractual or legal obligation—such as the protection of trade secrets, intellectual property rights, or a confidentiality obligation—arising from FAKS’s receipt or use of information provided by the Client. Consequently, the Client agrees to pay all costs, expenses, and/or damages that FAKS may incur as a result (including legal fees).

11.2. Regarding the Customer's Account 

The Customer: 

- warrants that the information provided in the form is accurate and agrees to keep it up to date, 

- acknowledges that this information serves as proof of their identity and is binding upon them once validated, 

- is responsible for maintaining the confidentiality and security of their username and password. Any access to the Platform using these credentials is deemed to have been made by them. 

The Customer must immediately contact FAKS using the contact information provided in the “Company Identification” section if they discover that their Account has been used without their knowledge. The Customer acknowledges that FAKS shall have the right to take all appropriate measures in such cases. 

The Customer is solely responsible for creating user accounts and configuring user access rights. 

11.3. Regarding the Use of the Services 

The Customer agrees to inform Users of the Platform’s existence and to provide them with all necessary information to enable them to use it properly and facilitate their access. 

The Customer is responsible for its use of the Services and for any information it shares in connection therewith. It is also responsible for the use of the Services and for any information shared by Users. The Customer agrees that the Services will be used exclusively by the Customer and/or the Users, who are subject to the same obligations as the Customer in their use of the Services. 

The Customer is solely responsible for its use of the Services, and more specifically: (i) the use of the Platform and the Services by the Users themselves, for whom the Customer acts as guarantor, as well as (ii) any disputes or litigation the Customer may have with Members and/or any other third party arising from or related to the use of the Services, provided that such disputes or litigation do not stem from a malfunction of the Platform. FAKS shall in no event be held liable in this regard. 

In particular, the Customer shall be liable for any misuse, improper use, or unlawful use of the Platform by Users, including any violations of applicable laws and regulations. The Customer is therefore solely responsible for implementing all procedures designed to prevent or remedy the commission of such acts. 

The Customer shall not use the Services for any purpose other than those for which they were designed, including, but not limited to: 

- engage in illegal or fraudulent activities, 

- undermine public order and morality, 

- infringe upon the rights of third parties in any way, 

- violate a contractual, statutory, or regulatory provision, 

- engage in any activity that could interfere with a third party’s computer system, particularly for the purpose of compromising its integrity or security, 

- engage in activities intended to promote its own services and/or websites or those of a third party, 

- assisting or encouraging a third party to commit one or more of the acts or activities listed above. 

The Customer shall also refrain from: 

- copy, modify, or misappropriate any element owned by FAKS or any concept it uses in connection with the Services, 

- engage in any conduct that interferes with or hijacks FAKS’s computer systems or compromises its IT security measures, 

- infringe upon FAKS’s financial, commercial, or moral rights and interests, 

- sell, transfer, or provide access in any way to the Services, the information hosted on the Platform, or any material owned by FAKS. 

The Customer is also solely responsible for any content of any kind (the “Content” ) that they share with Members in accordance with the terms set forth in these Terms and Conditions. It is the Customer’s responsibility to ensure, prior to publication, that such Content is lawful, does not violate public order, public decency, or the rights of third parties, and does not infringe upon any statutory or regulatory provisions. 

The Customer agrees to assume full responsibility for any complaints, claims, or demands that may arise from any third party regarding the Content and indemnifies FAKS in this regard. 

The Customer shall indemnify FAKS against any claim and/or action that may be brought against it as a result of a breach of any of the Customer’s obligations. The Customer shall compensate FAKS for any damages incurred and reimburse it for all costs it may incur as a result. 

12. FAKS’s Obligations and Liability 

‍

FAKS undertakes to perform its obligations under the Agreement with due diligence and in accordance with industry standards, provided that it is bound by an obligation of means, excluding the correction deadlines listed in the section titled “Corrective Maintenance” and the service level guarantee commitments described in the section titled “Service Level Guarantee.” 

12.1. Regarding the Quality of Services 

FAKS makes every effort to provide the Customer with high-quality services. 

To this end, it regularly conducts checks to verify the operation and accessibility of its Services and may thus perform maintenance in accordance with the terms set forth in the “Maintenance” section . 

FAKS is not, however, liable for any temporary difficulties or inability to access the Services resulting from external circumstances or: 

- partial or total failure of the Customer’s servers, defined as the IP addresses to which the network is redirected, 

- disparities in capacity among the various subnetworks, high traffic at certain times on the Platform, bottlenecks, 

- slow connection speeds and network congestion outside FAKS’s servers, as well as transmission errors caused by failures or malfunctions in those networks. 

- any failure of equipment, cabling, services, or networks not included in the Services or for which FAKS is not responsible. More specifically, the Customer acknowledges that any failure of the Customer’s third-party tools and software with which the Platform interfaces cannot be attributed to FAKS and shall be handled exclusively by the Customer with the relevant third party. In any event, FAKS disclaims all liability regarding third-party software with which the Platform interfaces, 

- interruption of the Services caused by telecommunications carriers or internet service providers, 

- actions taken by the Customer, including incorrect configuration of the Services, 

- a case of force majeure. 

FAKS is responsible for the operation of its servers, the outer boundaries of which are defined by the connection points. 

The Platform and the Services are provided by FAKS “as is” and without warranty of any kind, either express or implied. In particular, FAKS does not guarantee to the Customer (i) that the Platform and the Services, which are subject to ongoing development to improve their performance and functionality, will be entirely free of errors, defects, or flaws, or (ii) that the Platform and the Services, being standard offerings and not tailored to the Customer’s specific personal needs, will specifically meet the Customer’s needs and expectations. 

FAKS’s involvement is limited solely to the provision of the Services, to the exclusion of all others. In this regard, the Client acknowledges and agrees that FAKS shall not, under any circumstances, intervene in the relationships between the Client and the Members within the context of the pharmacists’ group operated by the Client. The Client agrees to hold FAKS harmless in any disputes or litigation with Members and to take sole responsibility for their resolution. 

12.2. Regarding data backup on the Platform 

FAKS makes every effort to back up all data generated and/or entered by or on the Platform. 

Unless FAKS is proven to be at fault, it shall not be liable for any loss of data that occurs during maintenance operations. 

12.3. Regarding data storage and security 

FAKS provides sufficient storage capacity to support the operation of the Services. 

FAKS makes every effort to ensure data security by implementing measures to protect its infrastructure and Platform, detect and prevent malicious acts, and recover data. 

12.4. Regarding the publication of content 

FAKS acts as a hosting provider for the Content that the Customer uploads. Consequently, it is not liable for such Content. 

If FAKS receives a notification regarding illegal Content, it will act promptly to remove it or disable access to it, and may take the measures described in the section titled “Penalties for Breaches.” 

12.5. Regarding the use of subcontractors and the transfer of work 

FAKS may engage subcontractors to perform the Services, who are subject to the same obligations as FAKS in connection with their work. FAKS remains solely responsible to the Client for the proper performance of the Services. 

FAKS may be replaced by any person who is subrogated to all of its rights and obligations under its contractual relationship with the Client. In such cases, it shall notify the Client of this replacement in writing. 

13. Limitation of FAKS’s Liability
 

In any event, FAKS’s liability under this Agreement shall be limited to direct damages incurred by the Customer. 

Except in cases of bodily injury, death, or gross negligence, and provided that a claim has been filed by registered letter with return receipt within one month of the occurrence of the damage, FAKS’s liability shall not exceed the limit of its professional liability insurance coverage. 

14. Admissible forms of evidence
 

The Customer expressly acknowledges and agrees that the data collected on FAKS’s computer systems and the Platform: 

(i) serve as proof of the transactions carried out under the Contract, (ii) constitute the primary form of evidence accepted by the Parties. 

15. Procedures for Processing Personal Data
 

FAKS has a personal data protection policy, the details of which are set forth in the document titled “ Privacy Policy ” available on the Platform’s home page. The Customer is encouraged to review it. 

16. Business References
 

The Client expressly authorizes FAKS to use its name, brand(s), and logo(s), as well as references to its website, for promotional purposes, in any medium and in any form whatsoever, during the term of the Contract and for a period of three years following its expiration. 

17. Audit
‍

During the term of this Agreement, FAKS may, at its own expense and provided that it notifies the Customer by certified letter with return receipt at least 30 days in advance, request, no more than once a year, an inspection at the Client’s premises or at any other location enabling FAKS to verify the conditions under which the Platform is used, including whether its use complies with the purpose of this license and the number of actual Members compared to the number of Members reported by the Client to FAKS. 

It is expressly agreed between the Parties that this audit may be conducted by FAKS’s internal auditors or by an external service provider of its choice, and the Client may not object to this. The Client may, however, notify FAKS of any reservations regarding the choice of auditor; FAKS retains the right to decide whether or not to retain the selected auditor. 

The Client shall provide the auditor with access to its premises and to any documents relevant to the audit during normal business hours. FAKS undertakes to comply with, and to ensure that the auditor it selects complies with, the Client’s requirements regarding access to its premises and confidentiality. 

FAKS will provide the Client with a copy of the audit findings by any appropriate written means. The Client will then have 30 calendar days from receipt of this report to submit any comments to FAKS. 

If an audit report reveals that the Customer has used the Platform in violation of the terms of use, the Customer agrees to remedy such violation at its own expense and as soon as possible, and to promptly reimburse FAKS for all costs and fees incurred by FAKS in connection with such audit, upon presentation of the corresponding invoice, without prejudice to any claims for damages. 

18. Privacy
‍

Each party agrees to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical, or financial nature relating to the other party or held by the other party that it may become aware of in connection with the execution and performance of this Agreement, and not to disclose such information without the prior written consent of the other party. 

This requirement does not apply to the following documents and information: 

- of which the receiving party was already aware; 

- that were already public at the time of disclosure or would become public without breaching the Agreement; 

- that were lawfully received from a third party; 

- the disclosure of which may be required by judicial authorities, pursuant to laws and regulations or for the purpose of establishing a party’s rights under the Contract. 

This confidentiality obligation applies to all employees, contractors, interns, officers, and agents of the parties, as well as to their affiliated advisors and co-contractors, to whom confidential documents or information may be disclosed only if they are bound by the same confidentiality obligation as set forth herein. 

This provision will remain in effect for five years following the termination of the relationship between the parties. 

19. Intuitu personae, assignment
‍

The Agreement is deemed to have been entered into in consideration of the parties’ personal characteristics; accordingly, the parties may not transfer or assign all or part of the Agreement, whether for consideration or free of charge, to a third party in any form whatsoever, nor may they transfer their rights and obligations under the Agreement without the prior written consent of the other party. In the event of such consent, all rights and obligations arising from the Contract and its performance, including the right to claim damages for any breach occurring prior to the transfer, shall be enforceable against the assignee of the Contract. 

However, (i) the Agreement may be freely assigned or transferred, in whole or in part, by FAKS in the event of a merger, absorption, sale, or transfer of its business or operations to another legal entity, and (ii) FAKS may freely carry out any change of control transaction (as defined in Article L. 233-3 of the French Commercial Code), subject to the following conditions: 

- FAKS must continue to meet (or, if applicable, the new legal entity must meet) the following criteria: be a software publisher and be able to make service quality and support commitments similar to those set forth in the Contract, 

- the sale may not take place, or the change of control may not be carried out in favor of a competitor of the Client, 

- The sale may not take place, nor may the change of control be effected, in favor of a legal entity that has had or is currently involved in litigation or pre-litigation proceedings with the Client. 

20. Force Majeure
‍

FAKS shall not be liable for any failure or delay in the performance of its contractual obligations resulting from a force majeure event occurring during the term of its relationship with the Customer, as defined in Article 1218 of the Civil Code. 

If FAKS is prevented from fulfilling its obligations due to a force majeure event, it must notify the Client by registered letter with return receipt requested. The obligations are suspended upon receipt of the letter and must be resumed within a reasonable period of time once the force majeure event has ceased. 

FAKS remains, however, obligated to fulfill those obligations that are not affected by a force majeure event. 

21. Termination of Services
 

The subscription must be canceled no later than 3 months before the end of the current period, by: 

- The Customer may submit a request to FAKS via email or by certified mail with return receipt requested , using the contact information provided in the “Company Information” section . 

- FAKS, by sending an email to the Customer. 

Any period that has begun is due in full. 

Upon termination of the Subscription, for any reason whatsoever, the Customer must immediately cease all use of the Platform. The termination of the Agreement shall not affect the provisions of this Agreement that are intended to survive termination, including , without limitation , the sections titled “Intellectual Property, ” “Confidentiality,” and this section. 

The Customer expressly acknowledges and agrees that, upon termination of the Agreement for any reason, Members will no longer be entitled to the terms negotiated between the Customer and FAKS. Members may, however, continue to use the Platform under terms to be mutually agreed upon with FAKS.

22. Penalties for noncompliance 

‍

The following constitute essential obligations with respect to the Client (the “Essential Obligations” ): 

- payment of the price, 

- not to provide FAKS with incorrect or incomplete information, 

- observe the usual rules of politeness and courtesy when communicating with FAKS, 

- Do not use the Services on behalf of a third party, 

- not to engage in any illegal or fraudulent activities, or activities that infringe upon the rights or safety of third parties, disrupt public order, or violate applicable laws and regulations. 

In the event of a breach of any of these Essential Obligations, FAKS may: 

- suspend or terminate the Customer’s access to the Services, 

- notify any competent authority, cooperate with it, and provide it with all information relevant to the investigation and prosecution of illegal or unlawful activities, 

- take legal action. 

These penalties are without prejudice to any damages that FAKS may claim from the Customer. 

In the event of a breach of any obligation other than a Material Obligation, FAKS shall request, in writing, that the Customer remedy the breach within a maximum of 15 calendar days. The Subscription shall terminate at the end of this period if the breach has not been remedied. 

Termination of the Subscription results in the deletion of the Customer's Account. 

23. Changes to the Terms and Conditions
‍

FAKS may amend its Terms and Conditions at any time and will notify the Customer in writing (including by email) at least four months before they take effect. 

The amended Terms and Conditions apply upon renewal of the Customer’s Subscription. 

If the Customer does not accept these changes, they must cancel their Subscription in accordance with the terms set forth in the “Termination of Services” section . 

If the Customer uses the Services after these amended Terms and Conditions take effect, FAKS will consider that the Customer has accepted them. 

24. Governing Law and Jurisdiction
 

These Terms and Conditions are governed by French law. 

In the event of a dispute between the Customer and FAKS, and in the absence of an amicable settlement within two months of the initial notice, the dispute shall be subject to the exclusive jurisdiction of the courts of Paris (France), unless otherwise required by mandatory provisions. 

‍

Appendix 1

TERMS OF USE FOR THE
PLATFORM ‍

1. Who are we? 

‍

We are COMMANDES PHARMA, a simplified joint-stock company registered with the Paris Trade and Companies Register under number 881 529 861, with its registered office located at 40 rue de Provence, 75009 Paris ( “FAKS” ). 

You can contact us at the following email address: support@faks.co.
‍

2. What do we offer? 

‍

We offer a solution that facilitates communication among pharmacy professionals—including pharmacists (the “Users” ), pharmaceutical companies, and pharmacy groups—through a mobile app and a website (the “Platform” ). 

‍

The Platform offers the following features (the “Services” ): 

• Handling user complaints; 
• The reporting of expired products by the platform's partner labs; 
• The management of commercial transactions between Users and laboratories; 
• Centralized management of supplier relationships through the "Laboratory Page" and "Discussions" modules; and
• Automation of business operations between users and laboratories ( “Faks Konnect ”).
  ‍

3. Who are you?
‍

You are subscribing to our Services as a User, defined as any community pharmacy operating in France (mainland France, Guadeloupe, Martinique, Wallis and Futuna, French Polynesia, New Caledonia, Réunion, Mayotte, Saint Martin, Saint Barthélemy, Saint Pierre and Miquelon), Andorra, Belgium, French Guiana, Luxembourg, Monaco, or Switzerland. 

You signed up for the Platform through one of your partners (pharmaceutical group, pharmaceutical company, wholesale distributor, logistics provider). 

‍

4. What documents govern our contractual relationship?
‍

What is the purpose of our Terms of Use?

Our Terms of Use (the “Terms of Use” ) constitute the sole document governing our contractual relationship and define: 

- the terms and conditions for using our Services, 

- our obligations and yours.

Where can I find our Terms of Use?

You can find them via a hyperlink on the registration form when you sign up, or directly at the bottom of the Platform’s page at any time. 

How do I accept our Terms of Use?

You agree to the Terms of Use by checking a box on the registration form. If you do not agree to all of our Terms of Use, you may not access the Services. 

They may be supplemented by specific terms and conditions, which, in the event of any conflict, shall take precedence over the General Terms of Use.

‍

5. Relationship to the payment service provider’s terms and conditions

‍

All payments made through the Platform are processed by the payment service provider listed on the Platform (the “Payment Service Provider ”).

You acknowledge that you have read and accepted the payment service provider’s terms and conditions regarding the processing of these payments when you created your account with the provider.

If the Payment Service Provider refuses or terminates your subscription, you may no longer use the Services.

Conversely, the termination of the contractual relationship between you and us results in the termination of your contract with the payment service provider.

In the event of any conflict between the payment service provider’s terms and conditions and these Terms of Use, these Terms of Use shall prevail.

You hereby expressly authorize FAKS to forward to the Payment Service Provider all your instructions regarding payments made on the Platform.

In order to use the Services, the User must have the following devices: a smartphone, tablet, or computer with internet access.

You can access our Services by going directly to the Platform. 

You must fill out the form provided for this purpose on the Platform and provide us with all the information marked as required. 

Registration automatically results in the creation of an account in your name (the “Account” ), which allows you to access our Services using your login ID and password. 

‍

6. What are the requirements for accessing our Services? 

‍

You are considered a professional, defined as any individual or legal entity acting for purposes related to its commercial, industrial, craft, professional, or agricultural activities, including when acting in the name of or on behalf of another professional. 

‍

7. How do I access, sign up for, and use our Services? 

‍

To use the Services, the User must have the following devices: a smartphone, tablet, or computer with internet access. You can access our Services by going directly to the Platform. You must complete the form provided for this purpose on the Platform and provide us with all information marked as required.  Registration automatically results in the creation of an account in your name (the “Account” ), which allows you to access our Services using your login ID and password. 

8. What do we offer? 

‍

8.1. Our Services 

You acknowledge that: 

- have familiarized yourself with the features and limitations—particularly the technical ones—of our Services, 

- that using the Services requires an internet connection and that the quality of the Services depends on that connection, for which we are not responsible. 

The Services are described on the Platform. 

‍

In particular, the Platform facilitates: 

• The handling of complaints between Users and laboratories, which specifically allows the User to:

• Submit a complaint;
• Check the status of your treatment;
• Classify resolved complaints and maintain a record of them.

• The reporting of expired products to the platform’s partner laboratories, which in turn enables Users to:
  
  • Generate a request for the return of expired products by scanning the expired products;
  • Sign and collect a Destruction Order receipt;
  • Track the processing of the request (validation/settlement).
• The management of commercial transactions between Users and laboratories, which, in particular, enables the User to: 
  
  • View and sign up for sales promotions offered by their group or laboratories;
  • Submit supporting documentation to the pharmacy groups and labs and track its processing (approval / rejection / reimbursement).
• Centralized management of supplier relationships through the “Laboratory Page” and “Discussions” modules, which allows the User to:
  
  • Centralize contact information and documents from its partner laboratories;
  • Take notes during appointments;
  • Send messages to representatives from its partner laboratories.

• The automation of business operations between Users and laboratories ( “Faks Konnect ”), which enables Users to: 

• Synchronize professional spaces to ensure service interoperability for the benefit of the user; 
• Automatically enter the promotions from a pharmacy selected by the user into their pharmacy management software; 
• Generate promotional posters automatically; and
• Reconcile the expected adjustments with the corresponding accounting documents.

‍

Where applicable, the Platform also allows pharmaceutical companies registered on the Platform to share information there. 

If you sign up through one of our partners, you may also be eligible for additional services. Please contact us or your partner to learn more about these additional services. 

We reserve the right to offer any other Services. 

8.2. Authorization and Login Credentials for FAKS (and any subcontractors)

If you have subscribed to the Faks Konnect feature, you authorize FAKS and any of its subcontractors to log in on your behalf and for your account to your dedicated portal with FAKS’s partner laboratories. 

In fact, we may use a subcontractor—whose information is available in our privacy policy —to handle the authentication process on the websites of FAKS’s partner laboratories.

The purpose of this authorization is to simplify the administrative procedures related to Faks Konnect and to (i) allow you to access information regarding promotional campaigns by FAKS’s partner laboratories on the Platform, and (ii) to allow us to sign, in your name and on your behalf, contracts on the websites of FAKS’s partner laboratories that enable you to participate in the promotional campaigns you have previously selected. 

Participation in the promotional campaign on the Platform constitutes acceptance of the terms and conditions set forth above.

In connection with the performance of our duties as an agent, the User authorizes FAKS to conduct any necessary investigations on its computer systems in order to identify and determine any obstacles of any kind that may prevent access to the aforementioned areas and/or to any other pharmacy management software.

‍

8.3. Authorization to bill FAKS 

As part of the service for managing your commercial transactions with pharmaceutical companies, the Platform automatically generates invoices in your name and on your behalf whenever, during the processing of a commercial transaction, you submit proof to the pharmaceutical company and the latter validates it (the “Proof Validation” ). 

Accordingly, you, the Principal, hereby authorize FAKS, the Agent, to prepare and issue invoices following the validation of proof, in accordance with applicable economic and tax regulations. 

In this regard, the User expressly authorizes FAKS to issue, in the User’s name and on the User’s behalf, original invoices following the Validation of Proof in the management of commercial transactions with the pharmaceutical company on the Platform, in accordance with applicable tax and economic regulations, and in particular the provisions of Articles 289, I-2, and 242 nonies, I (Appendix 2) of the General Tax Code. 

It is the User’s responsibility to inform FAKS whether or not they are subject to VAT and to provide all the information necessary for issuing invoices. 

These invoices will be available to the User in their Account. 

8.4. Platform Maintenance 

During the term of the Services, you are entitled to corrective and upgrade maintenance as defined below. In this context, access to the Platform may be limited or suspended. 

‍

8.4.1. Corrective Maintenance 

The purpose of corrective maintenance is to correct, during the term of the Agreement, any malfunctions or bugs identified on the Platform. The terms and conditions of corrective maintenance are described below: 

We address bugs or malfunctions identified on the Platform (the “Issues” ) during our support service hours, specifically between 9:00 a.m. and 7:00 p.m. Monday through Friday, excluding holidays (the “Business Hours” ). Any time period that begins during these hours will expire at the same time on the last business day of the period. 

These anomalies fall into three categories: 

- “Critical Malfunction”: renders the Services unusable, 

- “Major Outage”: impairs the use of the Services by preventing the use of certain essential features, 

- “Minor Issue”: prevents you from using one or more non-essential features of the Services. 

You can report any issue to us via email or through the reporting system available on the Platform, providing as much information as possible. Receipt of this report constitutes notification of an issue. 

We will notify you of the cause of the Anomaly via email or through the reporting system available on the Platform. 

If the Platform is not the cause of the Anomaly, no maintenance will be performed. 

‍

If the Platform is the cause of the Anomaly, we will notify you of its classification within 4 business hours ( the “Diagnosis Date” ) and will correct it within the following timeframes: 

- Critical Malfunction: within 8 business hours of the Date of Diagnosis, 

- Major Malfunction: within 24 business hours of the Date of Diagnosis, 

- Minor defect: as soon as possible following the date of diagnosis. 

If we are unable to resolve a Critical or Major Anomaly within the specified timeframe, we will do our best to provide a workaround by no later than: 

- within 16 business hours of the Date of Diagnosis for a Critical Anomaly, 

- within 32 business hours from the Date of Diagnosis for a Major Defect. 

We can confirm the completion of the service via email or through the reporting system available on the Platform. 

‍

8.4.2. Scalable Maintenance 

Throughout the term of the Services, you will receive ongoing maintenance, including: 

- improvements to the Platform’s features and/or technical infrastructure used in connection with the Platform, intended to introduce minor enhancements (the “Updates” ), 

- additions of new features to the Platform and/or to the technical infrastructure used in connection with the Platform (the “New Versions” ). 

We will be able to do this automatically without prior notice. 

Access to the Platform may also be restricted or suspended for scheduled maintenance, which may include the corrective and upgrade maintenance operations mentioned above. In such cases, we will use our best efforts to ensure that these operations are carried out outside of Business Hours. 

‍

8.5. Service Level Guarantee 

We guarantee 99% monthly uptime for the Services. 

The Services are considered unavailable in the event of an outage, that is, a failure resulting from any cause within our control (the “Outage” ). 

The uptime rate is calculated on a monthly basis and begins with the first full month of service. 

Availability rate = [Total time – Downtime] / Total time * 100 

Example (for the month of January): 

- Total time = 31 days * 24 hours = 720 hours 

- Downtime = 6 hours 

- Availability rate = [720 – 6] / 720 * 100 = 99.2% 

‍

This percentage does not take into account instances of unavailability due to:

- scheduled maintenance under the conditions set forth in the section titled “Platform Maintenance, ” 

- the suspension or termination of the Services in accordance with the Terms and Conditions, - all cases listed in the section titled “Regarding the Quality of Our Services.” 

A failure is deemed to have occurred as of the occurrence of the first of the following two events: 

- a report submitted by you via email or through the reporting system available on the Platform, 

- a report from us. 

The Outage Duration is the time between the report of the Outage and notification that the Services have been restored, excluding any delays caused by you during the resolution of the Outage (e.g., your failure to respond). 

8.6. Platform Hosting 

We host the Platform, as well as the data generated and/or entered by or on the Platform, on our own servers or through a professional hosting provider, on servers located within the European Union. 

8.7. Technical Support 

In addition to the aforementioned issues, and for any questions related to the use of the Platform, we provide technical support, including assistance and advice. 

Technical support is available via email (support@faks.co) or through a communication system on the Platform, Monday through Friday (excluding weekends and holidays), from 9:00 a.m. to 6:00 p.m. 

Based on the identified need, we will estimate the response time and keep you informed, though this will not exceed 5 business days. 

9. How long have you been using our Services? 

‍

You subscribe to and use our Services for an indefinite period. 

10. What are the financial terms? 

‍

If applicable, any financial terms that apply to you will be discussed with us when you sign up. 

‍

11. Payment Terms Applicable to Faks Konnect

‍

The price of the Faks Konnect subscription offered by Faks is available on the Faks website at the following link: https://www.faks.co/pricing. The price applicable to each renewal of the Faks Konnect subscription corresponds to the pricing terms described on the website as of the renewal date. 

‍

Subscription payments are made via direct debit using the GoCardLess payment solution provided by the third-party payment service provider, GoCardless SAS. You acknowledge that you have read and accepted the payment service provider’s terms and conditions, which are available at the following link: https://gocardless.com/fr-fr/legal/. Each direct debit via GoCardLess will be processed on the invoice date. Debits are processed monthly or annually, depending on the frequency agreed upon at the time of subscription, starting from the subscription confirmation date.

‍

The User warrants that they have the necessary authorization to use the designated payment method and agrees to maintain sufficient funds in their account. In the event of a failed debit, Faks reserves the right to suspend access to the Services until the matter is resolved.

‍

In the event of non-payment—whether due to the cancellation of the SEPA Direct Debit mandate or for any other reason—any amount owed by the User shall accrue interest at a rate equal to three (3) times the statutory interest rate, effective from the first business day of the delay.

‍

In addition, in the event of late payment, the User shall automatically be liable to Faks for a statutory flat-rate compensation fee of forty (40) euros to cover collection costs. Faks reserves the right to claim additional compensation from the User if the actual collection costs incurred exceed this amount, upon presentation of supporting documentation.

12. Do you have a right of withdrawal? 

‍

You do not have the right to cancel. 

13. What are our respective intellectual property rights, and what are we permitted to do in this regard? 

‍

The Platform is our property, as are the software, infrastructure, databases, and content of any kind (text, images, graphics, music, logos, trademarks, etc.) that we operate. They are protected by all applicable intellectual property rights and database rights. The license we grant you does not entail any transfer of ownership. 

You are granted a non-exclusive, non-transferable SaaS license to use the Platform for the term specified in the section titled “How long is your subscription to our Services?”  

Notwithstanding the provisions of this section, we may use our respective names, trademarks, and logos and refer to our respective platforms for promotional purposes during the term of our contractual relationship and for a period of three years thereafter. 

14. What are your obligations, and what are you responsible for? 

14.1. Regarding the provision of information 

You agree to provide us with all the information necessary for subscribing to and using the Services. 

14.2. Regarding Your Account 

You: 

- ensure that the information provided in the form is accurate and agree to keep it up to date, 

- acknowledge that this information serves as proof of your identity and is binding once validated, 

- You are responsible for maintaining the confidentiality and security of your username and password. Any access to the Platform using these credentials is deemed to have been made by you. 

You must contact us immediately using the contact information provided in the “About Us” section if you discover that your Account has been used without your knowledge. You acknowledge that we will have the right to take all appropriate measures in such cases. 

14.3. Regarding the Use of Services 

You are responsible for your use of the Services and for any information you share through them. You agree that the Services will be used exclusively by you. 

You agree not to use the Services for any purpose other than those for which they were designed, including, but not limited to: 

- engage in illegal or fraudulent activities, 

- undermine public order and morality, 

- infringe upon the rights of third parties in any way, 

- violate a contractual, statutory, or regulatory provision, 

- engage in any activity that could interfere with a third party’s computer system, particularly for the purpose of compromising its integrity or security, 

- engage in actions intended to promote your services and/or websites or those of a third party, - assist or encourage a third party to commit one or more of the acts or activities listed above. 

‍

You also agree not to: 

- copy, modify, or misappropriate any of our content or any concept we use in connection with the Services, 

- engage in any conduct that interferes with or disrupts our computer systems or compromises our IT security measures, 

- infringe upon our financial, commercial, or moral rights and interests, 

- sell, transfer, or provide access in any way to the Services, the information hosted on the Platform, or any content owned by us. 

You agree to disseminate and exchange information intended to address complaints and professional relationships between Users and laboratories. 

You agree to indemnify us against any claim and/or action that may be brought against us as a result of your breach of any of your obligations. You will compensate us for any damages incurred and reimburse us for any costs we may incur as a result. 

15. What are our obligations, and what are we responsible for? 

‍

We are committed to providing the Services with due diligence, provided that we are bound by an obligation of means, with the exception of the commitments regarding correction timelines described in the section titled “Corrective Maintenance” and the service level guarantee described in the section titled “Service Level Guarantee.” 

We are committed to complying with applicable regulations. 

15.1. Regarding the quality of our Services 

We do our best to provide you with high-quality Services. To that end, we regularly conduct checks to verify the operation and accessibility of our Services and may therefore perform scheduled maintenance under the conditions specified in the “Maintenance” section . 

However, we are not liable for any temporary difficulties or inability to access our Services resulting from circumstances beyond our control or: 

- partial or total failure of your servers, meaning the IP addresses to which the network is redirected, 

- disparities in capacity among the various subnetworks, high traffic at certain times on the Platform, bottlenecks, 

- access speeds and slowdowns outside our servers, as well as transmission errors caused by a failure or malfunction in those networks. 

- failure of equipment, wiring, services, or networks that are not included in our Services or that are not under our control, 

- interruption of the Services caused by telecommunications carriers or internet service providers, 

- your actions, particularly due to an incorrect configuration applied to the Services, 

- a case of force majeure. 

We are responsible for the operation of our servers, whose external boundaries are defined by the connection points. 

Furthermore, we do not guarantee that the Services: 

- subject to ongoing research aimed at improving their performance and advancing their development, will be completely free of errors, defects, or flaws, 

- While these are standard solutions and not tailored to your specific needs, they will specifically meet your requirements and expectations. 

15.2. Regarding the Platform’s service level guarantee 

Our service level commitments are described in the section titled “Service Level Guarantee.”

‍15.3. Regarding data backup on the Platform 

We take all necessary measures to safeguard any data generated and/or entered by or on the Platform. 

Unless we are proven to be at fault, we are not liable for any loss of data that occurs during maintenance operations. 

15.4. Regarding data storage and security 

We provide you with sufficient storage capacity to use the Services. 

We take all necessary steps to ensure data security by implementing measures to protect our infrastructure and the Platform, detect and prevent malicious acts, and recover data. We are committed to notifying you of any unauthorized access or breach of the Platform within 24 hours of the incident occurring. 

15.5. Regarding connecting users 

We act as an intermediary in your dealings with other users. 

We therefore cannot be held liable for your interactions with other users, nor can we be a party to any potential disputes. 

15.6. Regarding the use of subcontractors and the transfer of our rights and obligations 

We may engage subcontractors to perform the Services, and such subcontractors are subject to the same obligations as we are in connection with their work. We remain, however, solely responsible to you for the proper performance of the Services. 

We may substitute any person who is subrogated to all of our rights and obligations under our contractual relationship. We will notify you of such a substitution in writing, if applicable. 

16. Under what circumstances can you hold us liable? 

‍

Our liability is limited solely to any proven direct damages you incur as a result of using our Services. 

Except in cases of bodily injury, death, or gross negligence, and provided that a claim has been filed by registered letter with return receipt within one month of the occurrence of the damage, our liability shall not exceed the limit of our professional liability insurance coverage. 

17. What forms of evidence are admissible between us?

Evidence may be established by any means. 

Please be advised that messages exchanged through our Platform, as well as data collected on the Platform and our IT systems, constitute the primary form of admissible evidence, particularly for demonstrating that the Services were actually performed and for calculating their price. 

18. How is personal data processed in connection with the Services? 

‍

We have a personal data protection policy, the details of which are set forth in the document titled “Privacy Policy,” available on the Platform’s homepage. We encourage you to review it.  

19. What are our respective confidentiality obligations? 

‍

Unless otherwise agreed in writing by the other party, we each agree to keep confidential, for the duration of our contractual relationship and for three years thereafter, all information relating to or held by the other party that comes to our knowledge in connection with the conclusion and performance of our contractual relationship. 

This requirement does not apply to information: 

- of which the receiving party was already aware, 

- that were already public at the time of disclosure or would become public without breaching this clause, 

- that were lawfully received from a third party, 

- the disclosure of which may be required by judicial authorities, pursuant to laws and regulations, or in order to establish a party’s rights within the context of our contractual relationship. 

Confidential information may be disclosed to our employees, associates, interns, agents, and respective contractors, provided that they are subject to the same confidentiality obligations. 

20. Force Majeure 

‍

We shall not be liable for any failure or delay in the performance of our respective contractual obligations resulting from a force majeure event occurring during the term of our relationship. 

Force majeure includes: 

- any case that meets the conditions set forth in Article 1218 of the Civil Code and is recognized by case law, 

- strikes, terrorist acts, riots, insurrections, wars, government actions, epidemics, natural disasters, or failures attributable to a third-party telecommunications provider. 

‍

If either party is prevented from fulfilling its obligations due to a force majeure event, it must notify the other party by registered letter with return receipt requested. The obligations are suspended upon receipt of the letter and must be resumed within a reasonable time after the force majeure event has ceased. 

We remain, however, bound by our respective obligations that are not affected by a force majeure event, as well as by any payment obligations. 

21. How do I cancel the Services? 

‍

If you wish to terminate the Services, you may submit a request to us at any time using the contact information provided in the “About Us” section. 

You will no longer have access to your Account once the Services have ended. 

22. What are the penalties for failing to meet your obligations? 

‍

The following constitute material obligations on your part (the “Material Obligations” ):

- not to provide us with incorrect or incomplete information, 

- Do not use the Services on behalf of a third party, 

- Do not copy, modify, or misappropriate any of our materials or any concepts we use in connection with the Services, 

- not to engage in any illegal or fraudulent activities, or activities that infringe upon the rights or safety of third parties, public order, or applicable laws and regulations. 

If you fail to comply with any of these Essential Obligations, we may:

- suspend or terminate your access to the Services, 

- remove any Content related to the violation, 

- post on the Platform any informational messages that we deem useful, 

- notify any competent authority, cooperate with it, and provide it with all information relevant to the investigation and prosecution of illegal or unlawful activities, 

- take legal action. 

These penalties are without prejudice to any damages we may claim from you. 

In the event of a breach of any obligation other than a Material Obligation, we will request, in writing, that you remedy the breach within a maximum of 15 calendar days. The Services will terminate at the end of this period if the breach has not been remedied. 

Termination of the Services will result in the deletion of your Account. 

23. How can we change our Terms of Use? 

‍

We may modify our Terms of Use at any time and will notify you in writing (including by email). 

‍

If you continue to use our Services after our revised Terms of Use take effect, we will consider that you have accepted them. 

‍

If you do not agree to these changes, you must terminate the Services in accordance with the terms set forth in the section titled “How to terminate the Services.” 

24. Governing Law and Jurisdiction 

‍

Our Terms of Use are governed by French law. 

In the event of a dispute between us, and in the absence of an amicable settlement within two months of the initial notice, the matter shall be subject to the exclusive jurisdiction of the courts of Paris (France), unless otherwise required by mandatory provisions. 

‍

Appendix 2

‍

Quote - Platform Features Subscribed to by the Customer

‍

• Claims Module:

‍

The Platform facilitates the handling of claims between pharmacists and pharmaceutical companies and, as such, enables users to:

• submit a complaint,

• check the status of your treatment,

• File resolved complaints and maintain a record of them.

‍

In this regard, the Customer may (i) submit claims from their Account on behalf of a

User Member and (ii) verify that claims submitted from their Account on behalf of a

User data is handled properly.

‍

• Operations Module:

‍

The Platform facilitates communication, management, and centralization of sales operations

and, as such, it enables users to:

• Communicate promotional offers to member users,

• Track user members' registration for operations

• Centralize feedback from user members

For user members, this makes it possible to:

• View the sales transactions submitted by the Customer

• Submit proof of implementation

‍

• Konnect PMS

‍

The pharmacist no longer needs to program operations on their PMS themselves.

As soon as a customer clicks “Sign Up” during a promotional campaign, Faks automatically applies the consumer promotion to each relevant EAN code for the entire duration of the campaign.

‍

• Konnect Business

‍

The pharmacist enters their username and password for their lab portal on Faks.

Operations for business spaces are now centralized through the Faks solution.

When a pharmacist adds a supporting document to a Faks transaction intended for a lab portal, it is automatically forwarded to the relevant portal without the pharmacist having to log in.

Any notification from the lab portal (status changes, rejections, etc.) is automatically synced to the pharmacist’s Faks account.

‍

• Konnect Compensation

‍

The pharmacist must have a Digipharmacie account.

The connection between Faks and Digipharmacie is now up and running.

It allows you to link the reimbursements expected in Faks to the accounting documents available in Digipharmacie.

‍

• Konnect Promotional Posters

‍

The connection between Faks and Boost has been established.

The group can access the Boost poster editor to create or import poster templates.

In Faks, the pharmacist selects the promotions for which they want to generate promotional posters.

He then selects poster templates from the template library provided by his organization.

The details of the selected transactions are automatically populated into the chosen templates.

The pharmacist can modify the content (price, promotion, dates, product image, etc.).

He can then download the posters to print.

‍