General conditions of use
of the FRETLY platform

1. Preamble

FRETLY has developed a digital platform that connects shippers and carriers.
This platform offers different modules and services to its customers allowing them to
manage transport procurements.

2. Purpose

The purpose of these General Terms of Use is to define the terms and conditions of use of the
terms and conditions of use of the Service implemented by the FRETLY platform for the
platform for the Users, whether they concern the connection of the Users to the FRETLY platform or the exchange of
information or documents between the User and the FRETLY platform.

3. Definitions

Client Refers to the company using the Service offered by FRETLY
FRETLY Administrator

Designates the technical and logistical contact person designated by
FRETLY, in charge of the technical and logistic part. He is in contact
with the ETT Administrator.

Documents

Refers to all elements exchanged, information, contracts,
data or files. The nature of the Documents transmitted is likely to
evolve according to the FRETLY platform version.

Part(s)

Individually "the Party" may refer to FRETLY or the Customer or
or the Customer or collectively "the Parties" means both FRETLY and the
FRETLY and the Client.

Services Refers to the Services provided by FRETLY to the Client in the context of

of the FRETLY platform service.

Service

Refers to all the Service modules whose terms of use are
of use are specified in the General Terms and Conditions of Use.
Terms and Conditions of Use.

User

Employee User of the FRETLY platform according to the rights
rights defined by the FRETLY Administrator.
Version Refers to the evolution of all the functionalities of the Service

available at a given date.

4. Terms of use of the service

The Customer undertakes that any person using the Service is aware of and complies with the
Terms and Conditions of Use of the Service as set out in this document.

The use of the Service and the data contained therein is under the sole and entire responsibility of the
responsibility of the Customer.
The Customer undertakes to ensure that the identification data is kept strictly confidential by each of the
of the users attached to it. The Customer undertakes to apply security procedures to ensure that this confidentiality is
The Customer undertakes to apply security procedures to ensure that this confidentiality is respected and is solely responsible, on behalf of its Users, for
in the event of a breach of this undertaking.
Any access to and use of the Service by a person identifying himself as a User of the
Customer shall be conclusively presumed to be made by one of the Customer's Users. The
Customer agrees to inform FRETLY without delay of any fraudulent use of the identification data
data of which it is aware (theft, loss of data ...) according to the procedure described in the
the Terms of Use.
The Client will be solely responsible for the consequences of the fraudulent use of identification data
identification data until FRETLY has received such notification.
FRETLY reserves the right to temporarily suspend or interrupt access to the service
in case of doubt about the authenticity of the identification or in case of attempted intrusion.
FRETLY will inform the Client as soon as possible.

5. FRETLY's obligation

It is expressly agreed between the Parties that FRETLY is subject to an obligation of
means within the framework of the obligations of the present General Conditions of Use of the Service.
FRETLY undertakes to provide the Customer with a technical platform allowing him to
to use the service in accordance with the present General Conditions of Use.
FRETLY declares that it has implemented all the means to ensure access to the Service 24 hours a day and 7
days a week. However, FRETLY reserves the right to suspend access to the Service if it considers that an
event likely to affect the functioning or integrity of the Service requires it, and this for the time
necessary for the intervention envisaged. In the case of a scheduled intervention, FRETLY undertakes
to inform the Customer as soon as possible, as soon as it is aware of the dates of scheduled interventions
and to reduce the period of unavailability during the day. However, this suspension
can in no way engage the responsibility of FRETLY and does not give rise to any right to compensation. From
FRETLY cannot guarantee access to the FRETLY platform in the event of a case of force majeure in accordance with
in accordance with article 10 of these terms and conditions or any fortuitous event.
In terms of security, FRETLY undertakes to train the members of its personnel who perform
tasks relating to the operation of the platform, in particular to make them aware of the
aspects of information systems security and confidentiality in accordance with article 13
hereof. Furthermore, subject to the provisions of article 16, FRETLY undertakes that
only the personnel dedicated to the operation of the platform can access the FRETLY platform.
FRETLY undertakes to take all necessary protection measures in accordance with the state of the art in order to
state of the art in order to ensure maximum safety of the platform and to ensure that the platform is completely watertight
platform in order to avoid accessibility to data between Clients.
In this context, FRETLY undertakes to:

Implement the necessary security standards for both physical access and the equipment used in the platform
equipment used on the platform;
Respect the management of access to the platform.

6. Obligation of the Customer

THE CUSTOMER undertakes to use secure hardware and software in accordance with the Technical Specifications
defined by FRETLY.
By signing these General Terms of Service, the Customer agrees to
respect the conditions defined in the present document as well as the special conditions of the modules to which he may subscribe and which are
modules to which it may subscribe and which are attached.
Any update will be carried out in accordance with the terms and conditions set out in article 13 of these
General Conditions.
THE CLIENT undertakes to check with the utmost care the consistency and accuracy of all draft
Documents before any signature operation and their conformity. The Client undertakes to ensure that
that the Documents, and more generally all elements transmitted to the FRETLY platform, are
free of viruses and any other defect likely to affect FRETLY's Equipment.
The Customer agrees to verify the consistency and accuracy of all data concerning him/her
accessible through the Service. In this respect, the Client agrees to immediately inform FRETLY of
any error or inaccuracy in the data concerning him.

7. Security and protection of personal data

THE CUSTOMER agrees that all Documents transmitted to FRETLY respect the rights of third parties and
in accordance with applicable laws and regulations, and in particular the provisions of the law of 6 January 1978
of the law of January 6, 1978 on Data Processing, Files and Liberties.
THE CUSTOMER undertakes to respect the obligations incumbent upon him in application of the aforementioned law of 6 January
1978, especially the formalities of declaration and the purpose of the processing in question.
It is specified that, in the sense of the law of 6 January 1978, the Client is responsible for the processing of
personal data that it transmits to FRETLY, which, acting on the instructions of the Client
is qualified as a subcontractor. In this respect, FRETLY undertakes to take all measures to
ensure the protection and preservation of data stored on the platform or on any other type of
type of support for which it is responsible.
The Parties agree to regularly inform each other of the evolution of technical and organizational
and/or any changes in regulations affecting the respective obligations of the Parties referred to in
obligations of the Parties referred to in Articles 5 and 6 above.

8. Intellectual property rights

Each Party is and will remain the owner of its distinctive signs, namely its trademarks,
corporate and other names, trade names, signs and domain names.
FRETLY retains, as the holder of the rights, all intellectual property rights on the
the FRETLY platform. FRETLY does not transfer to the Client any right or interest in any method, tool,
process, know-how, creation, invention or any other element developed or belonging to FRETLY.
FRETLY grants the Customer a personal, non-exclusive and non-transferable right to use the modules
and the related Documentation for its own internal professional needs and for the only
Equipment only. This right of use extends to all persons authorised by the Customer.
THE CUSTOMER shall refrain from arranging, adapting and/or correcting by himself or by a third party, any update, fix, correction of the
correction of the modules.
It is expressly agreed that the Client authorises FRETLY to use the logos, brands and any other
any other distinctive sign for the sole purpose of personalising the documents, and with the exception of any
to promote the FRETLY platform, except with the specific written agreement of the
prior written consent of the Client.

9. Liability

Each Party undertakes to perform its obligations and commitments under the terms of the present
and shall bear the consequences resulting directly or indirectly from its
failures.
The signatory is informed that he may request any information and explanation
regarding the present contract with FRETLY. Any interruption for reasons of maintenance,
improvements or force majeure will be notified to the signatory in advance,
FRETLY cannot be held responsible in this case.
9.1. Responsibility of FRETLY
FRETLY may be held responsible in the event of a proven breach of its obligations under the
obligations incumbent upon it in application of the present General Conditions of Use.
In the event of a pecuniary sentence pronounced against FRETLY, the total amount of damages that the latter could be
the total amount of damages that FRETLY may be required to pay to the Customer, for any reason
all causes, is limited to the amount of the invoiced period during which the incident or difficulty
which led to its liability.
Indirect damage suffered by the Customer is excluded from any claim for compensation.
Indirect damage includes, but is not limited to, any loss of profit, loss, inaccuracy or corruption of files or data,
loss, inaccuracy or corruption of files or Documents, commercial loss, loss of turnover or
loss of sales or profits, loss of customers, loss of opportunity, cost of obtaining a product, service or technology from the
service or substitute technology, in connection with or arising from the non-performance or faulty performance of
or faulty performance of the services
FRETLY cannot be held responsible in the event of use of the Service that does not comply with
the provisions of these General Terms of Use by the Customer or in the event of errors,
errors, failures or delays originating from a fault or failure of the Client.

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FRETLY cannot be held responsible for the accidental destruction of the Documents
by the Client or a third party having accessed the Services by means of the Identifiers given to the Client.
FRETLY cannot in any case be held responsible for any damage in case of prejudice
caused by an interruption or a drop in service from the telecommunications operator, the electricity
electricity supplier.
FRETLY offers the service associated with the present general terms of use free of charge.
FRETLY cannot be claimed any penalty or indemnity for its responsibility in favour of the Customer or any
the Customer or any third party claiming to be bound by these general terms of use.
9.2 Responsibility of the Customer
The Customer uses the Service under his entire and exclusive responsibility. He is responsible for
the use of the Service by its Users.
The Customer is solely responsible for :
o Controlling the technical configuration required to connect to and use the Service;
o The confidentiality of any information that may come to his knowledge in the context of the
o The confidentiality of the information that may be known in the context of the operation of the Service as well as respecting and ensuring the respect of the intellectual property rights of FRETLY
intellectual property rights of FRETLY;
o The use of the Service, which must comply with fair trade practices, current legislation and
legislation in force and good morals. The Customer is responsible for the standard or abusive use of
identification elements or electronic certificates for the purposes of the Service and its dedicated
as well as of his dedicated Space;
o The data necessary for the composition of the Documents and the operations of verification and
o The data required for the composition of the Documents and the operations of verification and acceptance of the latter.
10. Force majeure
A Party shall not be held liable for any delay in the performance of its obligations or for any
performance of its obligations under this Agreement where the circumstances giving rise to it are
circumstances give rise to force majeure within the meaning of Article 1148 of the Civil Code.
In addition to the following, the following are expressly considered as cases of force majeure or fortuitous events
the jurisprudence of the French courts and tribunals, total or partial strikes, lock-outs
riot, civil unrest, insurrection, war, bad weather, epidemic, blockage of means of transport or supply for
means of transport or supply for any reason whatsoever, earthquake, fire, storm
earthquake, fire, storm, flood, water damage, governmental or legal restrictions,
legal or regulatory changes to forms of marketing, computer failure,
blockage of communications, including wired or wireless telecommunications networks,
any challenge to the mathematical foundations governing the theory of cryptographic algorithms
algorithms used for public key infrastructures and any other event beyond the control of the
the will of the parties preventing the normal performance of the contract.
The Party wishing to invoke a case of force majeure must notify the other Party by any means as soon as possible
means as soon as it is aware of such an event, and confirm it in writing within a maximum
in writing within a maximum period of seven (7) days from the occurrence of the said event, by registered letter
by registered letter with acknowledgement of receipt.

In the first instance, cases of force majeure will suspend the performance of the contract. As soon as
the event of force majeure has disappeared, the Party affected will inform the other Party without delay and
Party and shall immediately resume performance of its obligation.

11. Privacy

The Parties undertake to preserve the confidentiality of the information exchanged under the present
including all technical knowledge, source codes, modules, documentation and know-how exchanged
Documentation, and know-how exchanged as well as the contract and mail exchanges (the "Confidential
Confidential Information").
The Parties shall not disclose to any third party, company or unidentified entity
any Confidential Information without the express prior written consent of the other Party
and shall use any Confidential Information solely for the purposes of performing the Service, unless
legislative or regulatory obligations to the contrary.
FRETLY undertakes not to communicate information concerning a transport company to another transport company, whether
another transport company, whether via the platform or any other means of communication.
communication.
The Parties are responsible for the respect of this obligation by their employees and agents.
The provisions of this article shall remain in force and apply to each piece of Confidential Information
information for a period of five (5) years from the termination of the use of the Service for any
Service for any reason whatsoever.

12. Subcontracting

FRETLY may have all or part of the Services covered by the present contract performed by any other
company of its choice as a subcontractor and must inform the Client.
All subcontractors and service providers in a contractual relationship with FRETLY are bound by the obligation of
confidentiality as set out in article 11 hereof, including its employees or agents.

13. Updating of the general conditions of use

The present General Conditions may be updated by FRETLY, in particular according to
the evolution of the modules, the applicable legal framework and the needs of its Clients. FRETLY has the full
to revise and update the General Conditions.
Unless the Client expressly denounces the new General Conditions of Use, notified to
FRETLY within thirty (30) calendar days from the notification, the new terms and conditions will be applicable to them.
Terms and Conditions of Use will apply to them from the thirty-first (31st) day, i.e. the day after the
day, i.e. the day following the expiry of the period of denunciation. Once this period has expired, the
new version of the General Terms and Conditions of Use shall cancel and replace the previous one.
The Customer expressly agrees that the applicable General Terms and Conditions of Use are those
in force on the day on which the act or legal fact considered, invoked or claimed was carried out or should have been carried out, regardless of
or should have been carried out, regardless of the initial date of signature of the previous General Conditions of
Terms and Conditions of Use.

14. Duration and termination

Acceptance of these general terms and conditions by the Customer gives the right to use the Service
without any condition of duration. However, FRETLY reserves the right to modify the present general conditions
terms and conditions in accordance with the terms and conditions defined in article 13 hereof.
FRETLY reserves the right to terminate the Service associated with the present general conditions of use
conditions of use, by informing the Client by registered letter with acknowledgement of receipt respecting a
three (3) calendar months notice, without the Customer or any third party claiming to be bound by these
conditions of use may not demand the slightest financial compensation for any prejudice they may suffer.
compensation for any prejudice they may suffer.
the Customer may terminate the use of the Service with FRETLY by registered letter with
registered letter with acknowledgement of receipt, giving thirty (30) days' notice.
In the event of a serious breach by one of the Parties of one of its obligations, the other Party may
terminate the Contract by operation of law, thirty (30) days after formal notice, by registered letter with
with acknowledgement of receipt that has remained without effect.
At the end of the contract or upon its termination, for whatever reason, FRETLY undertakes to
return the Documents in their original format and destroy all copies. The Client
undertakes not to use the modules provided by FRETLY, nor the backup copies thereof,
except for the exclusive purpose of consulting the history.
In case of termination of the Contract, the Customer agrees to stop using all access codes to the Service and
more generally to destroy any element made available to the Customer by FRETLY for its
use.

15. Insurance

Each Party certifies that it has taken out professional indemnity insurance covering
all the risks that it is likely to run or to cause to be run by the other Party because of the activity in which it specialises.
the activity in which it is specialised. Each Party undertakes to provide the Party which expressly requests it with a copy of the
a copy of the insurance certificate.
Each Party undertakes to insure and maintain in force its insurance contract with a
insurance company established in France, for all the financial consequences of its civil liability.
consequences of its professional civil liability with regard to bodily injury, material and consequential
caused to the other Party and to any third party within the framework of the present
general conditions of use.

16. Amicable settlement

In the event of difficulty in the application of this contract, the Parties agree to submit this difficulty to an amicable
difficulty to an amicable procedure, prior to any proceedings before a court. In this respect
any Party wishing to bring the said procedure into play must give notice by registered letter with acknowledgement of
notice of receipt, of such a wish, leaving a period of fifteen (15) days for the other Party.
The Parties shall then appoint an amicable expert by mutual agreement within the said fifteen (15)
days.
In the absence of an agreement, jurisdiction is expressly attributed to the President of the Commercial Court of LYON
of LYON to make such an appointment.
The amicable expert must attempt to reconcile the Parties within a period of two (2) months from the date of his
referral. He shall propose a report with a view to reconciling each of the Parties. This report shall be
This report is confidential and can only be used in the context of the amicable expertise procedure.

In the event of conciliation, the Parties undertake to sign a confidential transactional agreement which
which will definitively close the dispute between them. This settlement agreement must expressly
specify whether the present agreement shall continue to apply.
The fees due to the expert shall be divided equally between the Parties, each retaining the costs it has incurred.
each party shall bear the costs it has incurred.
In the absence of a written agreement by the Parties, the conciliator shall draw up a Procès-Verbal de non conciliation dated
and signed in three (3) copies: two are intended for each Party to the contract and the conciliator
the conciliator retains one for evidentiary purposes.
The Parties agree that no contentious action may be validly brought before

one (1) clear day has elapsed from the date of the Minutes of Non-Conciliation.
conciliation.

17. Waiver

The fact that one of the parties does not avail itself of a breach by the other party of any of the obligations referred to herein, shall not be interpreted for the future as a
of any of the obligations referred to herein, shall not be construed as a waiver of the obligation in question for the future.
a waiver of the obligation in question.

18. Partial invalidity

If any of the provisions of this contract, or any part of it, is null and void under any applicable law or
law, it shall be deemed to be unwritten, but this shall not render the contract or the part of the
the contract or the clause partially concerned.

19. Competent court

The Parties undertake to try to resolve amicably any dispute that may arise in connection with
the execution or interpretation of these general conditions of use. Failing an
amicable solution, the dispute shall be submitted to the competent court within the jurisdiction of the Commercial Court of
of LYON.
20. Applicable law
In the event of a dispute relating to the interpretation, formation, validity or execution of these
terms and conditions of use, the Parties expressly and exclusively submit to French law.
to French law.

Has read and accepts the present general terms and conditions of use of the service.