General Terms and Conditions of Sale and Use

Article 1 - Definitions

"Flat Cargo" or "the Provider": SPOTELEC Korlátolt Felelősségű Társaság (SPOTELEC Kft.), a limited liability company under Hungarian law, trading under the name "Flat Cargo", whose registered office is at 1095 Budapest, Soroksári út 44., Hungary, registered with the Hungarian trade register under number [Cégjegyzékszám: 01-09-399206, Hungarian tax identification number 27821637-2-43, intra-community VAT number HU27821637, represented by its managing director (ügyvezető) Jérémy Ferrer.

"Client" or "Partner": any legal entity or sole trader acting in a professional capacity, carrying out an activity of recycling, reconditioning or trading pallets, who subscribes to the Offer.

"Partner Start Offer" or "Offer": the commercial offer comprising (i) access to the Platform by subscription and (ii) the Training.

"Platform": the online software application (SaaS), published and made available by the Provider, connecting buyers and sellers of wooden pallets and packaging.

"Training": the online training on the use of the Platform and the network's methods, delivered remotely.

"Users": the natural persons authorised by the Client to access the Platform.

"Transaction": any purchase, sale or exchange concluded between the Client and a third party through the Platform.

Article 2 - Purpose and scope

2.1. These General Terms and Conditions ("Terms") govern the subscription to and use of the Partner Start Offer.

2.2. They are intended exclusively for professionals. The Client declares that it acts for the purposes of its professional activity and does not contract as a consumer. Consumer law provisions (in particular the right of withdrawal) do not apply.

2.3. Acceptance by validating the form. The Terms are accepted by the Client when validating the online subscription form, after ticking the box "I have read and accept the General Terms and Conditions of Sale". This validation constitutes an electronic signature and full acceptance of the Terms; no handwritten signature is required. The Client acknowledges that this validation has the same evidential value as a handwritten signature. The Terms prevail over any document of the Client, in particular its general terms of purchase. The Client may download and keep the Terms in force at the time of subscription; a copy is sent to the Client by email.

2.4. The Provider may amend the Terms at any time. The new Terms apply to subscriptions and renewals after their publication. Any amendment affecting a current subscription is notified to the Client at least 30 days before it takes effect; the Client may then terminate without penalty before that date if the amendment is unfavourable to it.

Article 3 - Description of the Offer

3.1. Access to the Platform

The Provider grants the Client a personal, non-exclusive, non-assignable and non-transferable right to access and use the Platform, for the duration of the subscription, solely for its professional activities. The Partner Start Offer gives access to the following features: [list to be completed: recycler profile creation, publication of offers/requests, connection with buyers and sellers, messaging, etc.].

3.2. Online training

The Offer includes an online Training for a single User, lasting approximately 3 hours, accessible via the Flat Cargo platform. The Training is a prerequisite for the full activation of the subscription.

3.3. Role of Flat Cargo: connection only

The Provider acts exclusively as a software publisher and technical intermediary connecting parties. It is not a party to the Transactions concluded between the Client and buyers or sellers, does not take possession of goods, does not set prices, and guarantees neither the conclusion of a Transaction, nor any business volume, nor the solvency or reliability of other users. The Client remains solely responsible for its Transactions (quality, compliance, delivery, payment, invoicing).

Article 4 - Prices

4.1. Monthly subscription:

• EUR 249 excl. tax per month, with no minimum term (terminable under the conditions of article 6); or
• EUR 199 excl. tax per month with a firm 12-month commitment (i.e. EUR 2,388 excl. tax over the period).

4.2. Online training: EUR 1,500 excl. tax, single payment, due on subscription.

4.3. Prices are stated in euros, excluding taxes. Where the Client is a taxable person established in an EU Member State other than Hungary, the service is invoiced without Hungarian VAT, with a reverse charge mention, on the basis of the valid intra-community VAT number provided by the Client. Failing a valid number, the applicable VAT is invoiced.

4.4. The Provider may revise its prices for any new subscription or at each renewal, with 30 days' notice. For a subscription with commitment, the price is guaranteed until the end of the commitment period.

4.5. Switching from a subscription without commitment to a subscription with commitment may be requested at any time; the commitment period then runs from the date the request is accepted.

Article 5 - Invoicing and payment

5.1. The subscription is invoiced monthly, in advance, on the 1st of each month or on the subscription anniversary date. The Training is invoiced upon order.

5.2. Payment is made by SEPA direct debit / bank card / bank transfer. The Client authorises the automatic debit of the sums due. Invoices are issued electronically and sent by email.

5.3. Late payment: any sum not paid when due automatically bears late-payment interest at the rate of [eight (8) percentage points above the ECB refinancing rate / applicable statutory rate, together with a fixed recovery fee of EUR 40, without prejudice to additional compensation on supporting evidence.

5.4. In the event of non-payment for more than 3 days after a formal notice has remained unanswered, the Provider may suspend access to the Platform until payment is made, without suspending the obligation to pay, and terminate the Offer in accordance with article 6.4.

5.5. Once access has been activated, the Training is non-refundable.

Article 6 - Term, renewal and termination

6.1. Subscription without commitment (EUR 249/month): concluded for an initial term of one month, tacitly renewed for successive one-month periods. The Client may terminate at any time.

6.2. Subscription with 12-month commitment (EUR 199/month): concluded for a firm term of 12 months.

6.3. At the end of the Offer, for whatever reason, access to the Platform is deactivated. The Client may request an export of its data within 30 days, after which the data is deleted or anonymised, subject to legal retention obligations.

Article 7 - Obligations of the Client

The Client undertakes to:

• provide accurate and up-to-date information upon registration and keep it updated;
• keep its login details confidential and be responsible for any activity carried out with them; accounts are personal and may not be shared;
• use the Platform in accordance with the law and these Terms, and publish only fair, accurate and lawful offers and information;
• comply with the regulations applicable to its activity (waste, traceability, ISPM 15 phytosanitary standards, taxation, competition law, etc.);
• not circumvent the Platform to avoid its intended features (to be specified if a commission applies);
• not undermine the security or operation of the Platform (mass data extraction, reverse engineering, resale of access, etc.).

Article 7 bis - Independence, insurance and equipment of the Client

7 bis.1. Independence. The Client carries out its activity with full legal and economic independence, in its own name and on its own behalf, at its own risk. Nothing herein creates a relationship of subordination, a mandate, a partnership, an association, a commercial agency, a franchise agreement or an employment relationship between Flat Cargo and the Client or its employees. The Client has no power to bind Flat Cargo towards third parties. It remains solely in charge of organising its activity, its working hours, its prices and the choice of its customers and suppliers, and is not subject to any exclusivity unless separately agreed in writing.

7 bis.2. Equipment. The Client has, at its own expense, all the material, human and technical resources required for its activity, in particular its own handling equipment (forklifts, pallet jacks, lifting equipment, sorting, repair and storage equipment), its premises or operating sites, its means of transport or transport providers, and its IT equipment and Internet connection enabling it to use the Platform. It ensures the compliance, maintenance and regulatory periodic inspections of its equipment, as well as the authorisation and training of its staff (in particular CACES certification for operating machinery). Flat Cargo does not supply, lend or rent any physical equipment under the Offer.

7 bis.3. Insurance. The Client declares and undertakes to take out and maintain, throughout the term of the Offer and at its own expense, with a reputably solvent insurance company, the insurance policies required for its activity, and at least:

• professional and operating liability insurance, covering bodily injury, property damage and consequential loss caused to third parties, including by goods delivered, stored or handled;
• property insurance (equipment, stock, premises) against fire, theft and water damage, and, where applicable, insurance for goods in transit;
• any other insurance made compulsory by the regulations applicable to its activity.

The Client provides Flat Cargo, upon first request and no later than [15] days after subscription, with a valid certificate of insurance, and again at each renewal. Failing this, Flat Cargo may suspend access to the Platform until the certificate is provided. The Client may in no case rely on the absence or inadequacy of its insurance to seek to hold Flat Cargo liable.

7 bis.4. Social and tax obligations. The Client is solely responsible for complying with its legal, social, tax and regulatory obligations (registration, declarations, contributions, VAT, waste and transport regulations, etc.) and those of its employees and subcontractors, if any. It indemnifies Flat Cargo against any claim, action or judgment based on a breach of these obligations, on the reclassification of the contractual relationship or on damage caused to a third party in the course of its activity.

Article 8 - Obligations and liability of the Provider

8.1. The Provider is bound by an obligation of means: it endeavours to ensure access to the Platform 24/7, with an availability target of 99% excluding scheduled maintenance. Support is available Monday to Friday, [hours], by [email/telephone].

8.2. The Provider may interrupt access for maintenance or upgrades, endeavouring to inform the Client in advance.

8.3. The Provider shall not be held liable for: (i) content published by users or the Transactions; (ii) interruptions due to the Internet, third-party operators or force majeure; (iii) non-compliant use of the Platform by the Client; (iv) any loss of profit, turnover, customers or data, or indirect damage.

8.4. Limitation of liability: to the extent permitted by law, the Provider's total liability, for all damages combined, is limited to the amounts actually paid by the Client for the subscription during the 12 months preceding the event giving rise to liability. This limitation does not apply in the event of fraud or wilful misconduct.

Article 9 - Intellectual property

9.1. The Platform, its source code, databases, documentation, the Training and its materials, as well as the associated trademarks and logos, are and remain the exclusive property of the Provider (or its licensors). No ownership right is transferred to the Client.

9.2. The Client shall not reproduce, copy, modify, decompile, distribute or sub-license all or part of the Platform or the Training materials. The Training materials are for strictly internal use and may not be recorded or redistributed.

9.3. The Client retains ownership of the content it publishes on the Platform and grants the Provider a non-exclusive licence, for the term of the Offer, for the purposes of hosting, display and connecting parties.

9.4. The name "Flat Cargo" and the associated trademarks, logos and distinctive signs remain the exclusive property of their owner. The Partner Start Offer confers on the Client no right to these signs, nor the right to present itself as a franchisee, agent or representative of Flat Cargo, except as authorised in writing.

Article 10 - Personal data

10.1. Each party processes personal data in accordance with Regulation (EU) 2016/679 (GDPR).

10.2. For User data required to manage the contract and the account, Flat Cargo acts as data controller. For third-party data entered by the Client into the Platform, the Client is the data controller and Flat Cargo acts as processor; a data processing agreement (DPA) is available on request or annexed hereto.

10.3. Data is hosted [in the European Union]. The rights of access, rectification, erasure, restriction, objection and portability may be exercised at [DPO/contact email]. A complaint may be lodged with the competent supervisory authority (in Hungary: NAIH).

Article 11 - Confidentiality

Each party undertakes to keep confidential the non-public information of the other party (commercial data, prices, know-how, technical elements) received in connection with the Offer, for its duration and [3] years after its end, unless disclosure is required by law or by an authority.

Article 12 - Force majeure

Neither party shall be liable for a failure caused by a force majeure event within the meaning of the applicable law (natural disaster, major network or hosting failure, cyberattack, decision of an authority, war, etc.). If the event lasts more than [30] days, either party may terminate the Offer without compensation, amounts already paid for the unused period being refunded pro rata (excluding the Training).

Article 13 - Assignment and subcontracting

The Provider may assign the contract to any company in its group or to a successor, or use subcontractors (hosting, payment, training), while remaining responsible for their performance. The Client may not assign its rights or obligations without the Provider's prior written consent.

Article 14 - General provisions

14.1. Entire agreement: the Terms and the order form constitute the entire agreement between the parties regarding the Offer.

14.2. Severability: if a clause is declared void or unenforceable, the other clauses remain in force.

14.3. No waiver: failure to invoke a breach does not constitute a waiver.

14.4. Notices: notices are validly given by email to the addresses provided by the parties, or by registered letter.

14.5. Evidence: the Platform's computerised data and connection logs are binding between the parties, unless proven otherwise.

14.6. Language: the Terms are written in French. In case of translation, only the French version is authoritative.

14.7. Commercial references: unless it objects in writing, the Client authorises the Provider to mention its name as a commercial reference.

Article 15 - Governing law and jurisdiction

15.1. These Terms are governed by French law. Any dispute falls within the exclusive jurisdiction of the Commercial Court of Lyon.

15.2. Before any legal action, the parties shall seek an amicable solution for a period of 30 days from written notification of the dispute.