Version updated as of 4 May 2026
ARTICLE 1 — PREAMBLE These general terms and conditions of use (hereinafter the “General Terms and Conditions”) govern the use of the marketplace assurdeal.fr, intended for professionals in the insurance, finance and wealth-management sectors. The Site is published by the company Kinkoza OÜ: Company governed by Estonian law — Commercial register: 17494294 — Registered office: Narva mnt 5, Tallinn, 10117, Estonia. ARTICLE 2 — DEFINITIONS In these General Terms and Conditions, the following terms have the meaning set out below: “Seller”: means an insurance professional registered with the single register of insurance, banking and finance intermediaries (ORIAS) under the status of Insurance Broker (COA), having the status of User, offering for sale an Insurance Portfolio through the Services. “Buyer”: means an insurance professional registered with the single register of insurance, banking and finance intermediaries (ORIAS) under the status of Insurance Broker (COA), having the status of User, acquiring an Insurance Portfolio following an introduction with the Seller through the site assurdeal.fr. “Prospective Buyer”: means an insurance professional registered with the single register of insurance, banking and finance intermediaries (ORIAS) under the status of Insurance Broker (COA), having the status of User, who wishes to acquire an Insurance Portfolio. “Dashboard”: means a User’s secure area allowing access to the Services offered by assurdeal.fr. “Fees”: means the amount due to Kinkoza OÜ in consideration for the Services that enabled the completion of a Sale between the Seller and the Buyer. “Purchase Offer”: means the offer to purchase an Insurance Portfolio made by a Prospective Buyer to the Seller via assurdeal.fr, from their Dashboard. If the Purchase Offer is accepted by the Seller, the Prospective Buyer must confirm, within forty-eight (48) hours, its decision to complete the transaction by depositing 2.5% of the Sale Price, as a non-refundable security in the event of subsequent withdrawal. “Secure Payment”: means the secure payment process via the Stripe and Trustap applications offered by Kinkoza OÜ in order to secure or complete a purchase. “Partner”: means the partner entities of Kinkoza OÜ with which the User may contract directly or via assurdeal.fr, should they wish to do so. “Insurance Portfolio”: means the list of insurance brokerage or co-brokerage contracts, of any nature, giving rise in particular to commission-payment commitments owed by one or more insurers or wholesale brokers to a given broker. The Sale is limited to the transfer of contracts and/or receivables, without any transfer of business goodwill (fonds de commerce). “Price”: means the total value of the consideration offered by the Buyer for the Purchase of the Insurance Portfolio, whatever its cause or the conditions to which the payment of such consideration is subject, without application of any discount. “Services”: means the services described in Article 4 of these General Terms and Conditions. “Site”: means the website https://www.assurdeal.fr providing access to the Services supplied by Kinkoza OÜ. “User”: means any authorised user of the Site, including Sellers, Prospective Buyers or Buyers. “Sale”: means the final sale of its Insurance Portfolio by a Seller to a Buyer, it being specified that the Sale of an Insurance Portfolio does not concern the transfer of business goodwill (fonds de commerce) or of clientele. ARTICLE 3 — OPERATION OF THE SITE The purpose of these General Terms and Conditions is to define the financial, legal and technical conditions applicable to the matchmaking Services provided by Kinkoza OÜ in connection with the Sale of Insurance Portfolios through the Site. 3.1 Account creation In order to access the Site, Prospective Buyers and Sellers must create an account and complete the fields indicated on the Site, including in particular the following information: • ORIAS number; • Mobile telephone number; • Email address; • Successful completion of the KYC/KYB process of our compliance partner. Failing the provision of all of these elements, registration on the Site cannot take place. Kinkoza OÜ systematically verifies the validity of the ORIAS number, the email address and the mobile telephone number provided, as well as the User’s identity. In the event of any inaccuracy, registration on the Site will not be validated. 3.2 Access to the Dashboard Users will have access to a secure area named the Dashboard in order to find the history of their use, update their information, run various simulations, find new partners, access the platform for the purchase/sale of Insurance Portfolios, and access various free or paid professional tools and services. The User undertakes to keep the information relating to their account up to date. 3.3 Suspension and closure of an account Kinkoza OÜ reserves the right to suspend and/or close a User’s assurdeal.fr account at its discretion if a User’s email address ceases to be valid, if a User fails to provide all required information or provides false or inaccurate information, or fails to comply with these General Terms and Conditions of Use, after a reminder from Kinkoza OÜ has remained without effect within the time period required by Kinkoza OÜ. 3.4 ORIAS de-registration Users de-registered from the single register of insurance, banking and finance intermediaries (ORIAS) under the status of Insurance Broker (COA) may access their account via the Site, for record-keeping or evidentiary purposes in particular, for a period of one (1) year following their de-registration, without however being able to benefit from the Services and, consequently, to access their Dashboard, except for the use of the Dashboard features allowing them to view their history and to access their invoices and contractual documentation, throughout the aforementioned one (1) year period. Upon expiry of this one-year period, the User’s account will be deleted and the User will no longer have access to the Services, including the Dashboard. The data relating to the User’s activity (history of transactions, simulations, invoices, etc.) will be retained and archived by Kinkoza OÜ in accordance with its Privacy Policy and applicable legal retention periods. The User may exercise all of their rights, including their right of access, with Kinkoza OÜ, under the conditions set out in Article 11 hereof. 3.5 Account security The User account on the Site is personal to each User, who undertakes to keep their login credentials strictly personal and to report to Kinkoza OÜ any fraudulent or prohibited use of their account. Kinkoza OÜ cannot be held liable for the use of an account by any third party holding a User’s credentials, nor for any data breach not attributable to it. ARTICLE 4 — DESCRIPTION OF THE SERVICES The Services offered via the site assurdeal.fr are provided by Kinkoza OÜ and are intended to facilitate the introduction between Sellers and Prospective Buyers of Insurance Portfolios. They comprise a set of tools, features and services intended to support the Parties throughout the transfer process. 4.1 Services offered to the Seller (intermediated sales) The following services are provided exclusively in connection with intermediated sales carried out via assurdeal.fr and do not apply to direct sales published in the form of classified listings. • Organisation of a telephone or videoconference interview in order to define the scope of the proposed transfer, via a third-party tool integrated into the Site. • Indicative valuation of the Insurance Portfolio based on the information provided by the Seller. The Seller remains free to accept or reject this valuation and sets the listing price alone. The valuation is made available on their Dashboard. • Preparation of an anonymous Sale File presenting the essential characteristics of the valued Portfolio. • Identification of Prospective Buyers through a “Match Making” process combining an algorithm developed by Kinkoza OÜ. 4.2 Services offered to the Prospective Buyer (intermediated sales) The following services are provided exclusively in connection with intermediated sales carried out via assurdeal.fr and do not apply to direct sales published in the form of classified listings. • Identification of Insurance Portfolios matching their objective criteria (commissions, geography, clientele, price). • Anonymous introduction to the relevant Sellers with a view to considering a Purchase Offer or concluding a Sale. 4.3 Services offered to all Users (excluding direct sales) The following services are available to all Users, with the exception of transactions carried out in connection with direct sales published in the form of classified listings, which are subject to specific terms. • Access to professional news and useful resources. • Access to Partners’ tools and services enabling, in particular, the valuation, compliance, financing or support of the project. • Access to simulation tools (“calculators”) providing indicative estimates (price, acquisition cost, probability of finding a Portfolio, etc.). • Provision of an optional Contractual Kit comprising: ◦ the contractual documentation needed to finalise the Sale, ◦ an electronic signature tool compliant with the eIDAS Regulation, ◦ a secure payment system via a third-party provider. The documents provided as part of the Contractual Kit are optional. The Seller and the Buyer remain solely responsible for the content, validity and legal compliance of the signed instruments, including any review by a legal professional. They waive any claim against assurdeal in this respect. Provision of a payment Securing service. Where the escrow option is used, the funds are deposited with the provider Trustap, which charges the Buyer directly fees corresponding to 2% excluding tax of the escrowed sums, these fees being automatically included in the call for funds issued by Trustap. 4.4 Sale classified-listings service Kinkoza OÜ makes available to Users a classified-listings service allowing the publication of listings for the sale or purchase of Insurance Portfolios. The publication of a listing is reserved to Users who have completed the entire Onboarding process and whose account has been validated. Sale listings are published free of charge for a maximum period of ninety (90) days, renewable once for an additional period of thirty (30) days. These listings are published directly by Sellers and are not subject to any prior verification by Kinkoza OÜ, in particular as regards the commission statements (bordereaux), the composition of the Portfolio or the declared information. No Sale File is prepared as part of this service. Users may communicate via their Dashboard by means of an anonymous and moderated messaging service (“Chat-Forum”). Prospective Buyers may make a Purchase Offer in response to a listing and, where applicable, take part in a bidding mechanism between Users. Kinkoza OÜ does not take part in the negotiation, the verification of the information published or the conclusion of transactions carried out as part of the classified listings, and cannot be held liable for the content of the listings, the exchanges between Users or the outcome of the transactions. 4.5 Purchase classified-listings service Users who have completed the entire Onboarding process may publish, from their Dashboard, a purchase listing intended to attract Sellers wishing to offer their Insurance Portfolio directly, without going through a conventional introduction process, while benefiting from the level of security offered by Kinkoza OÜ’s enhanced Onboarding. The publication of a purchase listing is subject to a charge for a period of ninety (90) days: • “Free” subscribers: €69 excluding tax; • “Growth” subscribers: €29 excluding tax. Purchase listings are visible from the homepage of the site assurdeal.fr, as well as from the Dashboard of all Users. Exchanges between Users take place via the anonymous and moderated messaging service (“Chat-Forum”). Interested Sellers may contact the Prospective Buyer, provide information and, where applicable, propose an Insurance Portfolio. Prospective Buyers may receive proposals, make a Purchase Offer and take part in a bidding mechanism between Users. Kinkoza OÜ does not take part in the verification of the information published, the negotiation or the conclusion of transactions arising from purchase listings, and cannot be held liable for the content of the listings, the exchanges between Users or the outcome of the transactions. 4.6 Standalone Contractual Kit In addition to the conventional introduction process, Kinkoza OÜ offers a standalone Contractual Kit enabling the completion of private (over-the-counter) transfers: • free access via the Dashboard for any broker registered with ORIAS under the status of Broker (COA); • entry of production codes and automatic generation of certificates; • integrated electronic signature (via DocuSign); • price: 6% excluding tax of the transaction amount; • secure payment via Stripe or Trustap. 4.7 Securing of payments — Trustap escrow account In intermediated sales, an escrow account is used to secure payment of the Price: • prior deposit of the funds by the Buyer; • release in two stages: ◦ 80% after receipt of the client file, ◦ 20% retained for 60 days for post-transfer verifications; • price: 2% excluding tax, borne by the Buyer and included in the Trustap call for funds; • technical reconciliation mechanism in the event of a dispute. 4.8 Terms of provision of the Services 4.8.1 Analysis of Offers A Seller wishing to offer a Portfolio for sale on assurdeal.fr must sign an exclusive mandate with Kinkoza OÜ. For the duration of the mandate, the Seller undertakes not to offer their Portfolio for sale by any other means. The Seller must provide all the necessary information (desired price, composition, commissions, geographic areas, providers, etc.). Kinkoza OÜ then carries out an indicative valuation enabling Prospective Buyers to position themselves. 4.8.2 Introduction of the Parties Based on the information provided by the Seller, Kinkoza OÜ contacts Prospective Buyers and presents the Offer to them on an anonymous basis. Prospective Buyers meeting the criteria and having signed the confidentiality agreement are presented to the Seller on an anonymous basis and may communicate via the anonymous and moderated messaging service (“Chat-Forum”). 4.8.3 Completion of the Sale Prospective Buyers may make a Purchase Offer from their Dashboard on assurdeal.fr. Once an agreement has been reached on the Price of the Portfolio, Kinkoza OÜ makes available the optional Contractual Kit for files arising from a direct listing, or triggers the automated process for intermediated files. After the funds have been deposited in the escrow account and the contractual documents signed, the Seller uploads the non-anonymised client file via the secure link. The transmission of the file triggers the release of 80% of the funds in the escrow account to the Seller. The remaining 20% is released with the Buyer’s agreement, as from the 45th day following the first release. ARTICLE 5 — FINANCIAL CONDITIONS 5.1 Payability of the Fees 5.1.1 Amount and calculation of the Fees In the event of a Sale of an Insurance Portfolio carried out between a Seller and a Buyer via assurdeal.fr, Fees are owed by the Buyer to Kinkoza OÜ, calculated on the basis of the Sale Price expressed in euros. 5.1.2 Subscription statuses Users may take out a subscription plan giving entitlement to a reduced fee schedule and to enhanced services: The amount of the Fees is calculated excluding tax and will be increased by any applicable VAT, at the rate in force at the time the invoice is issued. The Fees are owed to Kinkoza OÜ as soon as a Prospective Buyer introduced via assurdeal.fr to a Seller has signed the instrument(s) relating to the Sale of the relevant Seller’s Insurance Portfolio, even if the parties finalised the transaction by a means other than the Site. 5.2 Tail (follow-on) right and information obligation 5.2.1 Tail (follow-on) right The Fees are owed for any Sale between a Seller and a Buyer introduced via assurdeal.fr. This obligation applies even if the Buyer is not the one whose Purchase Offer was initially accepted by the Seller. 5.2.2 Information obligation and indemnity in the event of a Sale completed off-platform In connection with an intermediated Sale, the Seller and the Buyer undertake to inform Kinkoza OÜ of any significant progress in the negotiation and, in particular, of the date scheduled for the signing of a promise, a preliminary agreement (compromis) or any instrument relating to the finalisation of the Sale. This information must be provided by email at least eight (8) days before the date of signing, together with the relevant draft instruments. Once the instruments are signed, the Seller and the Buyer undertake to notify Kinkoza OÜ within ten (10) days, by email supplemented by a registered letter, and to provide a copy of the signed instruments. In the event of an intermediated Sale concluded off the assurdeal.fr platform, directly or indirectly, with a Prospective Buyer presented by Kinkoza OÜ or identified thanks to the intermediation Services, the Seller will owe Kinkoza OÜ a lump-sum indemnity equal to the Fees that would have been due had the Sale been finalised via the platform. This indemnity is payable upon signing of the transfer instrument, whatever the means by which the transaction is carried out. 5.3 Penalty in the event of failure to inform In the event of an intermediated Sale carried out without Kinkoza OÜ having been informed under the conditions set out in Article 5.2.2, the Seller and the Buyer will be jointly and severally liable, in addition to the Fees due or the indemnity provided for in the event of a Sale carried out off-platform, for a penalty equal to 100% of the Fees, without prejudice to any further damages. 5.4 Payability of the price — Payment terms The Fees and charges owed to Kinkoza OÜ become payable in accordance with the terms described below, depending on the process used by the Seller and the Buyer. 5.4.1 Intermediated process Upon validation of a Purchase Offer by the Seller, the selected Buyer must confirm, within forty-eight (48) hours, its intention to finalise the Sale on the agreed terms. This confirmation is made by paying a security deposit of 2.5% of the Sale Price, settled: • via Stripe for amounts below €999; • via Trustap by bank transfer for amounts equal to or above €999. Once the security deposit has been paid, a first call for funds corresponding to 80% of the Sale Price together with the pro-rata portion of the assurdeal Fees is issued and made available on the Buyer’s Dashboard, accompanied by a notification by email and SMS. Upon receipt and recording of the funds by Trustap, a second call for funds corresponding to the balance of the Sale Price is issued and notified under the same conditions. Once all the funds are recorded in the Trustap escrow account, the intermediated process continues until the signing of the transfer instrument. The 2.5% security deposit is deducted from the total amount to be paid into the escrow account. If the Buyer abandons the purchase process, this deposit is retained by Kinkoza OÜ as compensation. 5.4.2 Direct process (classified listings) Sale listings. When the Seller accepts a Purchase Offer, the Buyer must pay 2% of the amount of its Offer, capped at €750, via Stripe. Purchase listings. When the Buyer validates one or more Introductions, it must pay 2% of the amount of each Introduction accepted by the Seller, capped at €750 per Introduction, via Stripe. In both cases, the remainder of the process (Contractual Kit, escrow, signature, etc.) depends on the options chosen by the Users. 5.4.3 Invoicing and payment terms The invoices and calls for funds issued by Kinkoza OÜ or by its payment providers (Stripe or Trustap) are payable within seven (7) days of their date of issue. Any amount not paid when due gives rise, as from the following day, to: • the application of late-payment interest calculated at five (5) times the statutory interest rate; • the application of a lump-sum indemnity of €40 for recovery costs; • without prejudice to any further damages that Kinkoza OÜ may claim in the event of loss connected with the delay or default in payment. ARTICLE 6 — OPERATION OF THE PAYMENT PLATFORMS Payments, security deposits and escrow transactions carried out as part of the Services offered via assurdeal.fr are operated exclusively by third-party payment providers, independent of Kinkoza OÜ. The providers used are in particular: • Stripe, for card payments and security deposits below €999; • Trustap, for security deposits equal to or above €999, as well as for escrow operations and the release of funds. Trustap is PCI DSS Level 1 certified and compliant with the applicable KYC/AML/SCA regulations. The general terms and conditions of these providers are accessible at the following addresses: https://www.trustap.com/terms/ — https://stripe.com/fr Kinkoza OÜ does not hold, receive or handle any funds paid by Users. The operations of payment, custody, release or refund of funds fall exclusively under the responsibility of the relevant payment providers. Users acknowledge that any financial transaction carried out via Stripe or Trustap is subject to the contractual terms of those providers, which they undertake to accept and comply with. ARTICLE 7 — LIABILITY AND WARRANTIES 7.1 Role of Kinkoza OÜ The Site enables Sellers and Prospective Buyers to come together for the purpose of concluding the Sale of Insurance Portfolios. Kinkoza OÜ provides a Service without ever being a party to the relationships between the Seller and the Prospective Buyers or the Buyer. Kinkoza OÜ does not guarantee the outcome of the negotiations conducted with its support, nor the outcome of the Sales or Purchase Offers of Insurance Portfolios. The Seller and the Buyer are solely responsible for the terms of the Sale. assurdeal undertakes to use its best efforts to examine or supervise all Purchase Offers within a reasonable time. Kinkoza OÜ assumes no liability for the content displayed on the Site by Users, within the limits permitted by law. In particular, Kinkoza OÜ cannot guarantee the completeness or accuracy of the information entered by the professionals in connection with the Insurance Portfolios they offer or seek. Users of the Site are therefore solely responsible for the information they choose to enter and provide via or outside the Dashboard, and must hold Kinkoza OÜ harmless from any action or claim by third parties, including the Prospective Buyer, the Buyer or the Seller, in this respect. 7.2 Users’ warranties The Seller warrants to Kinkoza OÜ that it holds all the rights relating to the Insurance Portfolio it offers for Sale. The Prospective Buyer warrants to Kinkoza OÜ that it is duly authorised to conclude a Sale of an Insurance Portfolio. Kinkoza OÜ assumes no liability in this respect. The Seller represents and warrants that the natural person subscribing to the Services is fully authorised to act in the name and on behalf of the natural or legal person holding the Insurance Portfolio, where applicable, and to dispose of it. The Prospective Buyer represents and warrants that the natural person making a Purchase Offer is fully authorised to act in the name and on behalf of the relevant natural or legal person, where applicable. Both the Buyer and the Seller undertake to provide any proof and/or supporting document of their compliance with these representations and warranties, upon first request by Kinkoza OÜ. 7.3 Partners and tools The tools and services, as well as the listings of Partners, are provided to Users for information and guidance purposes only. Users are free to contract with the Partners according to those Partners’ own general terms and conditions, without Kinkoza OÜ ever being a party to their contract and without Kinkoza OÜ’s liability being incurred on any ground whatsoever. 7.4 Limitation of liability Kinkoza OÜ is in no event liable to make good any direct or indirect damage suffered in connection with the use of the Site, the dissemination of information relating to insurance brokers or to Insurance Portfolios on the Site, including loss of operations and commercial losses, and more generally any damage that is not due solely and directly to a failing of Kinkoza OÜ. Kinkoza OÜ does not guarantee that the signing of the exclusive sale mandate or the Services will enable a Sale to be finalised. The publication of a Purchase Offer or of an introduction request is made under the sole responsibility of the Users. Kinkoza OÜ does not guarantee that the operation of the Site will be uninterrupted and makes no commitment in this respect. The obligations borne by Kinkoza OÜ are best-efforts obligations (obligations de moyens). In all cases, Users expressly acknowledge that Kinkoza OÜ’s liability, in the event of proven fault, will be strictly limited to direct damage in an amount that may not exceed the total amount of the Fees actually paid as at the date of the triggering event. ARTICLE 8 — AUDIT Kinkoza OÜ will have the right, at any time, for a period of five (5) years from a Seller’s subscription to the Services, at its own expense, to verify or have verified by any third party, at the premises of the Seller and/or any Buyer, the elements relating to any Sale and to the Price. If an audit determines that Kinkoza OÜ has not received all or part of the Fees owed to it, the Seller and the Buyer will be jointly and severally liable to pay, without delay and upon first request by Kinkoza OÜ, the amount provided for in Article 5.3 plus the costs relating to the audit. ARTICLE 9 — CONFIDENTIALITY Each User undertakes to strictly preserve the confidentiality of any information of a commercial, financial, technical, legal nature or relating to Insurance Portfolios, communicated by another Party, whatever the medium (“Confidential Information”). The following do not constitute Confidential Information: • (i) information that is public without any breach hereof; • (ii) information that was lawfully known to the receiving Party; • (iii) information lawfully obtained from a third party; or • (iv) information that must be disclosed pursuant to a legal obligation or a decision of a competent authority. Each Party undertakes to: • (a) protect the Confidential Information with the same degree of care as its own sensitive information; • (b) disclose it only to duly authorised persons with a need to know, subject to an equivalent confidentiality obligation; • (c) use it only for the purposes of performing the Services or the Sale. The Parties may communicate Confidential Information to their advisers bound by professional secrecy. ARTICLE 10 — INTELLECTUAL PROPERTY The assurdeal trademark is a registered trademark, the rights to which belong to its owner. Kinkoza OÜ, a company governed by Estonian law, is its operator under a trademark licence. Any reproduction, use or exploitation of the assurdeal trademark, in any form whatsoever, is strictly prohibited without the prior authorisation of the rights owner. Kinkoza OÜ grants Users, who accept it, a mere non-exclusive, personal and non-transferable right to use the Site, that is, the right to operate the Site, to download and/or install it in order to enable its consultation and use in accordance with its intended purpose throughout the period authorised by these General Terms and Conditions. In this respect, Users expressly acknowledge that they may not: • extract, by means of a permanent or temporary transfer, all or part of the content of the Site, onto any medium, by any means and in any form whatsoever; • re-use, by making it available to the public, all or part of the content of the Site, in any form whatsoever; • extract or re-use, in a repeated and systematic manner, any part of the content of the Site, where such operations manifestly exceed the conditions of its reasonable use; • reproduce or display all or part of the Site beyond what is provided for in these General Terms and Conditions. Any unauthorised reproduction, representation, adaptation, modification, translation, extraction or re-use of the Site or of any of its elements may constitute an act of infringement engaging the civil and criminal liability of its author. ARTICLE 11 — PROCESSING OF PERSONAL DATA (GDPR) The personal data collected through the Site is processed under the responsibility of Kinkoza OÜ, as data controller. This processing is implemented in order to provide Users with all the assurdeal Services accessible via the Site. The data provided by Sellers may be communicated to Prospective Buyers to enable them to make a Purchase Offer, and the data entered by Prospective Buyers may be transmitted to the Seller to enable them to consider a Purchase Offer or to formalise a Sale. All information relating to the processing of personal data and to Users’ rights is set out in the Privacy Policy accessible on the Site. Each Party undertakes to comply with the applicable data-protection provisions, in particular: • Regulation (EU) 2016/679 of 27 April 2016 (GDPR); • the Estonian Personal Data Protection Act (Isikuandmete kaitse seadus — IKS). The data relating to the clients making up the transferred Portfolio constitutes personal data protected under the aforementioned provisions. Each Party is solely responsible for complying with its legal obligations and bears the consequences of any breach. The Seller undertakes to inform the Buyer of any security flaw or incident likely to affect the transferred Portfolio, the relevant clients or the transfer. The Parties take all appropriate measures to preserve the security of the personal data and to prevent any unauthorised access. In accordance with the GDPR, data subjects have a right of access, rectification, erasure, restriction, objection and portability, as well as the right to define instructions concerning the fate of their data after their death. These rights may be exercised by post or by email with Kinkoza OÜ, accompanied by proof of identity. ARTICLE 12 — HEADINGS AND SEVERABILITY OF CLAUSES If one or more clauses of these General Terms and Conditions were to be declared null, illegal or unenforceable by a court decision, the other provisions would not be affected and would remain valid and applicable as if such a provision had never existed. The Parties undertake to negotiate in good faith a replacement provision, except where it concerns a clause essential to the transfer and identified as such. The headings and sub-headings in these General Terms and Conditions are included for convenience only. They may in no event be used to interpret any provision whatsoever hereof. ARTICLE 13 — ELECTRONIC SIGNATURE Kinkoza OÜ makes available to Users an electronic signature process compliant with Regulation (EU) No 910/2014 (“eIDAS”), including authentication of the signatory, implemented by DocuSign. Electronically signed documents are drawn up as an original digital counterpart, a copy of which is provided to each Party. The Parties undertake to take all necessary measures to ensure that the electronic signature affixed can only be affixed by their legal representative or by any duly authorised person. The Parties acknowledge using the electronic signature with full knowledge of the technology implemented and waive any right to contest the reliability of the solution used or the validity of their consent. Matters not governed by the eIDAS Regulation are subject to Estonian law, the State in which Kinkoza OÜ is established. ARTICLE 14 — MISCELLANEOUS 14.1 Severability If one of the provisions of these General Terms and Conditions were held to be invalid, illegal or unenforceable, the other provisions would not be affected and would remain valid and applicable. The Parties agree to replace the invalid provision with a valid provision coming as close as possible to the original intention. 14.2 Force majeure Neither Party is liable to the other for any failure to perform any of its obligations (with the exception of payment obligations) due to circumstances beyond its reasonable control, provided that it informs the other Party as soon as possible. 14.3 Evidence agreement Users agree that all data, information, files and any other digital element exchanged between them and with Kinkoza OÜ constitute admissible, valid and enforceable evidence having the probative force of a private deed (acte sous seing privé). They undertake not to contest the admissibility, validity, enforceability or probative force of the aforementioned electronic elements on the sole ground of their electronic nature. Unless proven otherwise, these elements will be valid and enforceable between the Parties in the same way as any document drawn up, received or kept in writing. The provisions of this paragraph do not apply to notifications by registered letter with acknowledgement of receipt expressly provided for in these General Terms and Conditions. 14.4 Changes to the General Terms and Conditions Kinkoza OÜ may amend these General Terms and Conditions. Only the version in force at the time of acceptance by the User is applicable to the contractual relationship between the User and Kinkoza OÜ. ARTICLE 15 — GOVERNING LAW AND COMPETENT JURISDICTION These General Terms and Conditions are interpreted in accordance with the law of the European Union. In the absence of applicable European provisions or where the texts are silent, Estonian law applies on a supplementary basis, Kinkoza OÜ being the operator of the assurdeal.fr service. Any dispute relating to the validity, interpretation, performance or termination of these General Terms and Conditions will be submitted to the exclusive jurisdiction of the Estonian courts, notwithstanding any plurality of defendants or third-party proceedings.