General Terms of Use of Ayming Applications

Ayming Drive is a real-time CIR management and tracking Solution. It allows for the monitoring of the evolution of eligible expenses and the preparation of scientific content.

Ayming Recover is a management solution for administrative acts relating to the absence of employees of a company.

Ayming Proximity is a collaborative solution for managing the cost of risks arising from occupational illnesses and workplace accidents.

Ayming Map is a collaborative solution for managing tax and regulatory obligations for a real-estate asset manager.

Ayming Map Admin is an administration solution for the Ayming Map Solution.

Ayming Share is a collaborative solution for the exchange of documents in the context of consulting engagements.

Ayming Share Admin is an administration solution for the Ayming Share Solution.

Ayming Advance is a solution for secure management of UK R&D tax credit filings, through real-time tracking, centralization of data, and automation of administrative tasks.

Ayming CheckUp is a solution for planning and monitoring occupational health medical visits for employees of a company.

All Solutions listed above are published by Ayming, a simplified joint stock company (SAS), registered with the RCS (trade and companies register) of Nanterre under no. 414 119 735, with a share capital of EUR 43,359,483.36, whose registered office is at 114 rue Chaptal, 92300 Levallois Perret (hereinafter, “the Solution”).

When accessing the Ayming Proximity Solution, the specific general terms of use applicable to this Solution will need to be accepted by the User.

Article 1: Purpose

The general terms of use are intended to define the conditions under which the Client/Prospect and the Users to whom access is granted may access and use the Solutions.

Article 2: Definitions

Within the general terms of use, terms beginning with a capital letter-whether used in the singular or plural-shall have the meaning given below.

Access: means for a User to access the Solution by connecting using their Login Information.

Client/Prospect: means the legal entity that has entered into a Contract with Ayming relating to the Solution and that grants an Access, directly or indirectly, to the User.

Terms of Use: means this document. The applicable version is the version made available online on the date of Access to the Solution.

Contract: means the agreement entered into between Ayming and the Client, of which the Terms of Use form an integral part.

Data: means the information, documents, publications and, in general, the Client’s or Prospect’s data stored within the Solution by Users and that may be consulted only by those Users.

Personal Data: means Personal Data relating to an identified or identifiable natural person.

Login Information: means, for each User, their login identifier (“login”), and their login password (“password”).

Confidential Information: means all data, documents, information, data, analyses, files, reports, studies, procedures, communications provided by a Party in the course of performing the Contract and, in particular, for the purposes of the Engagement, on any medium whatsoever, and that are of a confidential nature and relate to accounting, tax, commercial, technological, strategic, or know-how matters, it being specified that the confidential nature may be expressly indicated in writing by the disclosing Party or identified reasonably by the receiving Party in light of the nature of the elements disclosed.

Engagement: means any service that has been subject to a Contract or commercial proposal within the scope of an access type demo between the Client and Ayming.

Party(es): means (i) individually Ayming or the Client and (ii) collectively Ayming and the Client.

Personal Data Regulations: means all regulations applicable to the processing of Personal Data: (i) Law No. 78-17 of January 6, 1978, as amended, relating to information technology, data files and civil liberties; (ii) any French legislation adopted during the term of this agreement that modifies, replaces, or supplements the aforementioned Law No. 78-17; and (iii) Regulation (EU) No. 2016/679, known as the “General Data Protection Regulation (GDPR)”, and any new regulation that may enter into force during performance of the Contract. In addition, each Party may, where applicable, be required to comply with codes of professional best practices as well as approved codes of conduct and certifications.

Solution: means the secure platform:

• Ayming Map Admin accessible remotely via the following Internet URL: https://map-admin.ayming.com, published and administered by Ayming.
• Ayming Drive accessible remotely via the following Internet URL: https://drive.ayming.com, published and hosted by Ayming
• Ayming Recover accessible remotely via the following Internet URL: https://myijss.ayming.com, published and administered by Ayming.
• Map accessible remotely via the following Internet URL: https://map.ayming.com, published by Ayming and hosted by SOGEFI INGENIERIE GEOMATIQUE (SOGEFI) SARL, 31 bis rue des Amidonniers, 31000 Toulouse, +33 (0)5 34 66 72 27.
• Ayming Share accessible remotely via the following Internet URL: https://share.ayming.com, published and administered by ARAWA, 2 route du curé, 92410 Ville d’Avray, +33 (0)6 76 77 31 36
• Ayming Advance accessible remotely via the following Internet URL: http://advance.ayming.co.uk
• Ayming CheckUp accessible remotely via the following Internet URL: http://vm.ayming.com

User: means the natural person specifically designated by the Client/Prospect, who has an email address in their name and including the Client/Prospect’s domain extension, placed under the responsibility of the Client/Prospect, and who is granted access to the Solution. It also refers, in certain cases, to Ayming’s IT department team (DSI) as well as Ayming’s operational teams that must intervene in the performance of an Engagement entrusted to Ayming.

Article 3: Acceptance and amendment of the Terms of Use

The Terms of Use apply to any Access, regardless of the way the Solution is used by a User.

Acceptance of the Terms of Use by any User is an indispensable and mandatory prerequisite. Such acceptance by the User results from the User’s digital validation (by checking the relevant box). The User is responsible for compliance with the Terms of Use. In the event of disagreement with the Terms of Use, the User is instructed not to continue browsing and/or not to log in to the Solution.

Ayming reserves the right to make changes to the Terms of Use. Any amendment shall take effect as of its online publication date and, where applicable, as of the date on which it is accepted by the User. Any User shall be deemed to have accepted the new version of the Terms of Use by the mere fact of continuing to use the Solution.

Article 4: Term

The Terms of Use apply to any visit to the Solution by a User (identified or not identified) for the entire duration of the Client/Prospect’s subscription to the Solution; it being understood that, at the end of the Contract and/or the Engagement, all Users’ Accesses for the Client/Prospect shall be disabled under the terms provided for in the Contract.

Article 5: User obligations

5.1. Ayming obligations

5.1.1. Ayming ensures that the security measures and confidentiality obligations applicable to the Confidential Information used within the Solution are the same as those provided for in the Contract.

User Data constitute Confidential Information for which Ayming ensures security and confidentiality under the same terms as those provided for in the Contract.

5.1.2. Ayming is subject to an obligation of means and undertakes to do its best to maintain availability of the Solution, but provides no guarantee in this regard. Ayming reserves the right to temporarily suspend access to the Solutions, in particular in the event of:

• A serious dispute, challenge, or legal action brought by a competent and authorized entity, based on the allegedly immoral or public order nature of all or part of the Client/Prospect Data,
• Non-payment by the Client of invoices,
• Maintenance services carried out under the terms of the Contract.

Such suspension shall in no event give rise to Ayming’s liability and shall not entitle the User or the Client/Prospect to any compensation.

5.1.3. Ayming shall not be responsible for any temporary unavailability of the Solution.

Ayming reserves the right to modify, interrupt, or remove any element of the Solution at any time, which may result in certain functionalities or content being unavailable. Likewise, Ayming reserves the right to refuse or block a User’s access to the Solution for any reason that it deems necessary.

5.1.4. Ayming grants no guarantee as to the Solution’s ability to meet any particular expectations or requirements of any User. Similarly, Ayming is not able to guarantee that no errors or other malfunctions or operational/use disturbances will occur during use of the Solution.

5.1.5. Ayming is not responsible for the unavailability of networks (software or hardware) that are not fully under its direct control, nor for any modification, suspension, or interruption of the Solution’s distribution, as well as for their continuity, durability, conformity, compatibility, performance, or the absence of bugs.

5.2. User obligations

5.2.1. As Ayming has developed specific IT tools as well as know-how that is its own, the User undertakes not to disclose Ayming’s Confidential Information to any third party and, in particular, not to disclose all or part of the elements constituting such know-how, and not to grant access to the Solution to any unauthorized third party.

5.2.2. Each User undertakes not to modify, attempt to modify, or interfere with the Solution in any way and not to use any software or any form of computer program intended to access or make available protected content or content not freely available.

5.2.3. The User undertakes to inform Ayming without delay, by any means, of any error, fault, or irregularity that it may notice in the use of the Solution, as soon as it becomes aware.

5.2.4. The User is solely responsible for the use it makes of the Solution, and the Client/Prospect guarantees that the Users comply with the Terms of Use. Accordingly, Ayming disclaims any liability regarding use of the Solution that is not compliant with the Terms of Use by any User. The User undertakes not to upload into the Solution any Data that would infringe the rights of third parties or could be considered unlawful.

The User is solely responsible for the quality, lawfulness, relevance, and accuracy of the Data and content it transmits and/or uploads into the Solution. Accordingly, Ayming disclaims all liability in the event that the Data and/or content are not compliant with laws and regulations, with public order, or with the Client/Prospect’s needs. The Client/Prospect remains the sole owner of the Data and content they provide for the purpose of using the Solution.

5.3. The User is solely responsible for any fraudulent use of its login credentials by a third party.

The User uses the Solution under its sole responsibility. The User acknowledges that its liability may be engaged, in particular in the event of identity theft.

Article 6: Intellectual Property

6.1. General

Ayming declares (i) that the Solution it has developed is original within the meaning of the French Intellectual Property Code, (ii) that it holds all intellectual property rights relating to the Solution and/or (iii) that it is duly entitled to the rights to use and/or exploit any third-party software required for its operation. No intellectual property rights in the Solution are granted to the Client/Prospect or the User under the Terms of Use or the Contract.

The User undertakes not to infringe, directly or indirectly, Ayming’s intellectual property rights and to take all necessary measures to ensure compliance with those rights. The User further undertakes not to interfere with proprietary notices appearing on the Solution and its documentation.

6.2. Usage license for the Solution

Under the responsibility of the Client/Prospect, the User has the right to use the Solution under the conditions and within the limits granted to the Client under the Contract and in compliance with the Terms of Use, where applicable, for the exclusive purpose of transferring data in relation to an Engagement entrusted by the Client/Prospect to Ayming under the Contract; any other use is expressly and strictly prohibited.

In particular, it is recalled that the User shall under no circumstances make the Solution available to any external third party (only Users have access to the Solution), and expressly prohibits any other use and, in particular, any adaptation, modification, translation, arrangement, distribution, decompilation of the constituent elements of the Solution, it being specified that this list is not exhaustive.

6.3. Trademark

Ayming is and will remain the owner of its distinctive signs, namely trademarks, company names and other trade names, trade signs (signage) and domain names.

Reproduction, imitation, or affixing, whether in whole or in part, of trademarks, designs and models owned by Ayming is strictly prohibited without its prior written consent.

Article 7: Personal Data

User Data and the data shown within the Solution are processed by Ayming SAS, with a share capital of EUR 43,359,483.36, registered with the RCS of Nanterre under number 414 119 735, whose registered office is at 114 rue Chaptal, 92300 Levallois Perret.

The Solutions are hosted in France.

The data controller is the Client/Prospect. Ayming is the Client/Prospect’s processor (sub-processor) within the meaning of the European Regulation on the protection of Personal Data.

For any information regarding the purpose and duration of processing, the processed data, the User is invited to refer to the data controller who granted the rights to use.

Ayming processes User Data only for the purposes of accessing and managing the Solution. The Data are not transferred or assigned to any third party.

In accordance with the regulations applicable within the European Union, the User has a right of access, restriction, and rectification with respect to information concerning them, as well as a right to object to the processing of such information. This right may be exercised with the data controller.

For any further purposes, Ayming has appointed a DPO, who may be contacted at the following address: dpo@ayming.com

The User may also file a complaint with Ayming’s DPO or with a supervisory authority (the CNIL in France), if the User considers that the processing carried out with respect to their Data is not performed in compliance with applicable law.

Article 8: Cookies

The Solution does not use any cookies other than the cookies necessary for connection and use, which are placed on the User’s device equipment during their connection and remain active for the duration of their session. If the User chooses to save its Login Information in the browser to enable automatic reconnection during a short period, then cookies may remain active beyond the session duration.

Article 9: Access and availability

9.1. Contractual prerequisite

The User’s access to the Solution is conditional upon the existence of a Contract in force between the Client/Prospect and Ayming, and upon compliance by the Client/Prospect with all its contractual obligations. The Client/Prospect is responsible for designating its Users.

9.2. Technical prerequisite

In order to operate under optimal usage conditions, the Client/Prospect must, as a minimum, equip each workstation connecting to the Solution as follows:

• Permanent Internet connection (ideally ≥ 2Mb/s bandwidth).
• Minimum version of Web Browser supporting html5 and javascript
• Software that may be useful depending on the usage: Adobe Acrobat Reader or other for “PDF” reading, Microsoft Excel
• Interface screen mode: minimum 1280*720

The Client/Prospect and/or the User are fully responsible for its/their Internet and/or mobile connection and for the choice of its/their service provider. In addition, as Ayming cannot be held liable for network interruptions, it draws particular attention to the Client/Prospect and/or the User regarding the importance of choosing its/their Internet provider and services.

Each User acknowledges that it knows and understands the Internet and its limitations, and in particular its functional characteristics and technical performance, risks of interruption, response times to consult, query or transfer information, and all risks inherent in any data transfer, in particular over open networks.

9.3. User access

The Client/Prospect is responsible for determining the Users and requesting that an Access to the Solution be created.

User identification when accessing the Solution is performed using a unique identifier corresponding to the professional email address provided by the Client/Prospect. Any personal address is prohibited.

Login credentials are intended to control access to the Solution (the subject of the Contract) for Users of the Client/Prospect, to protect the integrity and availability of the Solution, and to preserve the confidentiality of all Client/Prospect Data.

9.4. Solution access policy

• Confidentiality of Login Information

Login information is personal and confidential. It enables access to the Solution. Each User undertakes to implement all necessary measures to keep its Login Information secret and not to disclose it to any third party, in any form whatsoever.

Each User is fully responsible for the use and safeguarding of its Login Information. As such, the User is responsible for any fraudulent, unlawful, or illegal use of its Login Information and for all harmful consequences arising therefrom, for which the Client guarantees. In general, the Client/Prospect assumes responsibility for the security of individual access workstations to the Solution.

• Authentication with an Ayming account

A user has an Ayming account when Ayming manages the technical solution enabling the user to authenticate using its/their Login Information.

In such case, Ayming is responsible for the security and operation of this technical solution.

As of the effective date of these Terms, all users have an Ayming account.

• Authentication with a non-Ayming account

A user has a non-Ayming account when an organization other than Ayming manages the technical solution enabling the user to authenticate using its/their Login Information.

• Configuring an Ayming account

An email is automatically sent to the professional email address of the User designated by the Client/Prospect, containing a link inviting the User to define and confirm its confidential password. The password must comply with the security rules indicated. Once the password is set, Access is validated and the User may connect to the Solution using its credentials.

• Loss of password with an Ayming account

In the event of a lost password, the User may request a new one by clicking the “forgot password” link at the bottom of the login panel. In both cases, the User will receive a reset link by email to the address associated with its account. The validity period of said link is specified in the email.

• Two-factor authentication with an Ayming account

To prevent access to the Solution by a third party or by malicious software that has obtained the User’s Login Information fraudulently, Ayming may enable a two-factor authentication protocol. The second factor is a time-based one-time password generated according to the algorithm defined in IETF RFC 6238.

Article 10: Contact

For any question or complaint relating to use of the Solution, the User may send an email to the following address:

• Ayming Drive: fr.app.drive.support@ayming.com
• Ayming Map and Ayming Map Admin: fr.app.map.support@ayming.com
• Ayming Share: ww.app.share.support@ayming.com
• Ayming Recover: fr.app.recover.support@ayming.com
• Ayming Proximity: fr.app.proximity.support@ayming.com
• Ayming Advance: uk.app.adavance.support@ayming.com
• Ayming ChekUp: fr.app.chekup.support@ayming.com

Article 11: Applicable law – Jurisdiction clause

The Terms of Use are governed by French law.

Any dispute relating to the performance or interpretation of the Terms of Use shall be resolved under the conditions and within the limits defined in the Contract with the Client/Prospect.