Master Partner & Affiliate Terms & Conditions

ARTICLE 3 – ELIGIBILITY AND ENROLMENT

3.1 Eligibility

To participate in the FARENIO Partner or Affiliate Programme, an applicant must satisfy all eligibility requirements established by FARENIO.

Applicants must:

1. Be at least eighteen (18) years of age or the legal age of majority in their jurisdiction;
2. Possess full legal capacity to enter into binding contracts;
3. Provide accurate, complete, and verifiable registration information;
4. Maintain a valid email address and payment account;
5. Comply with all applicable laws, regulations, licensing requirements, tax obligations, and professional standards;
6. Successfully complete any identity verification, Know Your Customer (KYC), Anti-Money Laundering (AML), sanctions screening, or business verification procedures required by FARENIO;
7. Not be subject to sanctions, trade restrictions, insolvency proceedings, criminal prohibitions, or regulatory disqualification that would materially affect participation in the Programme.

FARENIO reserves the right to reject any application at its sole discretion where approval would expose the Platform, its users, or its commercial partners to legal, regulatory, financial, cybersecurity, reputational, or operational risk.

3.2 Business Verification

Where the applicant is a company or other legal entity, FARENIO may require:

• Certificate of Incorporation;
• Business Registration Number;
• VAT Registration Number (where applicable);
• Tax Identification Number;
• Registered Office Address;
• Proof of Identity of Directors;
• Ultimate Beneficial Owner (UBO) information;
• Professional licences or certifications where legally required;
• Proof of insurance;
• Bank account verification;
• Compliance declarations.

Failure to provide requested documentation may delay or prevent approval.

3.3 Due Diligence

FARENIO may conduct reasonable due diligence before approval, including

verification of:

• corporate records;
• regulatory compliance;
• litigation history;
• insolvency records;
• sanctions lists;
• anti-fraud databases;
• cybersecurity posture;
• online reputation;
• previous marketplace conduct.

Approval into the Programme does not constitute certification or endorsement by FARENIO.

3.4 Acceptance

Participation becomes effective only after:

• approval by FARENIO;
• acceptance of these Terms;
• completion of onboarding;
• acceptance of applicable Schedules;
• successful verification.

ARTICLE 4 – PARTNER CATEGORIES

FARENIO operates a multi-tier commercial ecosystem.

Each approved organisation shall be assigned one or more Partner classifications.

Assignment of a category does not create exclusivity.

4.1 Referral Partner

A Referral Partner introduces potential customers to FARENIO but does not negotiate contracts or provide implementation services.

Referral Partners may receive referral commissions in accordance with Schedule T.

4.2 Affiliate Partner

An Affiliate promotes FARENIO using approved digital marketing channels, referral links, QR codes, banners, campaigns, promotional materials, or social media.

Affiliates have no authority to negotiate contracts on behalf of FARENIO.

4.3 Channel Partner

A Channel Partner actively markets and sells FARENIO services within an approved territory.

Channel Partners may:

• identify customers;
• assist onboarding;
• coordinate implementation;
• provide first-line support where authorised.

4.4 Technology Partner

Technology Partners integrate software solutions with the FARENIO Ecosystem.

Examples include:

• PMS providers;
• IoT providers;
• Smart lock companies;
• Accounting software;
• AI providers;
• CRM systems;
• Payment gateways;
• API providers;
• Calendar platforms.

Technology Partners must comply with:

• API Terms;
• Security Standards;
• Technical Integration Schedule;
• AI Governance Framework;
• Information Security Policy.

4.5 Property Management Partner

Property Management Partners utilise the Platform for managing:

• holiday homes;
• serviced apartments;
• short-term rentals;
• commercial buildings;
• residential portfolios;
• hospitality operations.

These Partners may receive dedicated SaaS pricing under Schedule C.

4.6 Marketplace Vendor Partner

Marketplace Vendors provide services through the Platform including:

• cleaning;
• laundry;
• inspections;
• maintenance;
• locksmith services;
• pest control;
• plumbing;
• electrical works;
• gardening;
• photography;
• inventory management;
• concierge services.

Additional operational requirements are contained in the Vendor Agreement.

4.7 Strategic Partner

Strategic Partners collaborate with FARENIO on:

• international expansion;
• technology innovation;
• enterprise sales;
• commercial alliances;
• governmental projects;
• institutional partnerships.

Commercial terms are governed by separate strategic agreements.

4.8 Franchise Partner

Where FARENIO operates under a franchise model, Franchise Partners shall execute separate Franchise Agreements.

Nothing in these Terms grants franchise rights.

ARTICLE 5 – APPOINTMENT

Subject to compliance with this Agreement, FARENIO grants the Partner a limited, revocable, non-exclusive, non-transferable licence to promote, market, refer, distribute, integrate, or utilise FARENIO Services in accordance with the Partner category assigned.

This appointment:

• is non-exclusive;
• creates no territorial monopoly;
• may be suspended;
• may be terminated;
• may be modified by written notice.

Nothing in this Agreement obliges FARENIO to appoint additional Partners or maintain any minimum business volume.

ARTICLE 6 – RELATIONSHIP OF THE PARTIES

The Parties acknowledge that:

• neither Party is the employee of the other;
• no agency relationship exists;
• no partnership exists;
• no joint venture exists;
• no fiduciary relationship exists.

Neither Party shall represent otherwise.

The Partner shall have no authority to:

• bind FARENIO;
• sign contracts for FARENIO;
• alter pricing;
• modify policies;
• provide legal commitments;
• create warranties;
• settle disputes;
• incur liabilities on behalf of FARENIO.

ARTICLE 7 – TERRITORY

Partners may operate only within territories approved by FARENIO.

Territories may include:

• worldwide;
• continental;
• regional;
• national;
• state;
• city;
• exclusive project territories.

FARENIO reserves the unrestricted right to appoint additional Partners within any territory unless a separate written exclusivity agreement expressly provides otherwise.

ARTICLE 8 – PARTNER RESPONSIBILITIES

Each Partner shall:

• act honestly and professionally;
• protect the reputation of FARENIO;
• comply with all applicable laws;
• maintain accurate records;
• use approved marketing materials only;
• protect confidential information;
• safeguard customer data;
• report suspected fraud immediately;
• maintain adequate cybersecurity measures;
• cooperate with compliance investigations;
• avoid misleading advertising;
• refrain from making false claims regarding FARENIO services;
• avoid unfair competition;
• comply with consumer protection laws;
• comply with GDPR and applicable privacy legislation;
• observe anti-bribery and anti-corruption laws;
• maintain appropriate insurance where required;
• ensure employees, contractors, and representatives comply with this Agreement.

Partners remain fully responsible for the acts and omissions of their employees, subcontractors, consultants, agents, and representatives.

ARTICLE 9 – PROHIBITED ACTIVITIES

Partners and Affiliates shall not:

• impersonate FARENIO or any FARENIO employee;
• create fake customer accounts;
• generate fraudulent referrals;
• manipulate cookies or referral tracking;
• engage in click fraud;
• bid on restricted trademarks without written consent;
• spam or send unsolicited commercial communications;
• use malware, spyware, bots, or automated referral systems;
• submit self-referrals unless expressly authorised;
• use deceptive advertising;
• misrepresent service capabilities;
• interfere with the Platform;
• reverse engineer proprietary software;
• infringe intellectual property rights;
• violate sanctions or export control laws;
• facilitate money laundering or terrorist financing;
• engage in discriminatory or unlawful conduct;
• use AI-generated content in a misleading manner;
• damage the reputation or goodwill of FARENIO.

Violation of this Article constitutes a material breach and may result in immediate suspension or termination, forfeiture of unpaid commissions, legal action, and claims for damages.

PART III – COMMERCIAL TERMS

ARTICLE 10 – COMMISSION PROGRAMME

10.1 General Principles

FARENIO operates a performance-based Partner and Affiliate compensation programme. Commissions are payable only for Eligible Transactions that satisfy the requirements of this Agreement and the applicable Commission Schedule.

No commission is guaranteed unless expressly approved in writing by FARENIO.

The Partner acknowledges that participation in the Programme does not create any entitlement to minimum revenue, minimum customer referrals, minimum sales volume, or minimum commission.

10.2 Commission Categories

Depending on the Partner classification, commissions may be payable in respect of:

1. SaaS subscription sales;
2. Marketplace service bookings;
3. Property Management subscriptions;
4. Vendor onboarding;
5. Professional Services;
6. Enterprise contracts;
7. Technology integrations;
8. API implementation projects;
9. AI Services;
10. Premium marketplace memberships;
11. Training programmes;
12. White-label solutions;
13. Franchise development;
14. Strategic partnerships;
15. Other products designated by FARENIO.

10.3 Commission Schedule

Applicable commission rates shall be published within Schedule T.

FARENIO reserves the right to:

• introduce new commission categories;
• withdraw commission categories;
• amend commission percentages;
• introduce promotional incentives;
• establish country-specific commission plans.

Changes shall not affect commissions already earned prior to the effective date of the amendment.

10.4 Eligibility for Commission

Commission becomes payable only where:

• the customer is approved by FARENIO;
• the customer completes registration;
• the customer successfully passes verification procedures;
• payment has been received in cleared funds;
• no fraud has been detected;
• no refund has occurred;
• the transaction complies with these Terms.

ARTICLE 11 – QUALIFIED REFERRALS

11.1 Qualified Referral

A Qualified Referral is a customer who:

1. has never previously been registered within the FARENIO Ecosystem;
2. is not already associated with another Partner unless reassigned by FARENIO;
3. registers through an approved referral mechanism;
4. successfully purchases an eligible service;
5. remains in good standing;
6. is verified by FARENIO.

11.2 Excluded Referrals

The following shall not constitute Qualified Referrals:

• duplicate accounts;
• self-referrals;
• fraudulent registrations;
• fictitious businesses;
• temporary email registrations;
• inactive users;
• cancelled subscriptions;
• refunded purchases;
• disputed payments;
• internal FARENIO accounts;
• test accounts;
• employees of FARENIO (unless expressly authorised);
• referrals generated through prohibited marketing methods.

11.3 Referral Attribution

Where multiple Partners claim the same customer, FARENIO shall determine

attribution based on objective evidence, including:

• verified referral link activation;
• CRM records;
• timestamp of lead registration;
• Partner relationship history;
• customer declaration;
• sales records;
• contractual documentation.

The decision of FARENIO shall be final unless manifest error is demonstrated.

ARTICLE 12 – CUSTOMER OWNERSHIP

Customers introduced to the Platform become customers of FARENIO.

The Partner acquires no ownership rights over customer accounts, customer data, software licences, or Marketplace profiles unless otherwise agreed in writing.

Nothing in this Agreement prevents FARENIO from:

• communicating directly with customers;
• providing customer support;
• marketing additional products;
• renewing subscriptions;
• offering upgrades;
• migrating customers between products.

12.2 Customer Relationship

Partners shall not:

• interfere with customer relationships;
• discourage customers from communicating directly with FARENIO;
• create parallel contracts that conflict with FARENIO Terms;
• misrepresent pricing;
• alter service conditions without approval.

ARTICLE 13 – REVENUE SHARE

Where a Revenue Share Programme applies, commissions shall be calculated strictly in accordance with Schedule T.

Unless otherwise agreed:

Revenue Share shall be calculated only on Net Revenue actually received by FARENIO.

Net Revenue means:

Gross Revenue

less:

• VAT;
• GST;
• sales tax;
• refunds;
• chargebacks;
• payment gateway fees where specified;
• promotional credits;
• bad debt write-offs;
• government levies;
• mandatory withholding taxes.

Revenue shall never include amounts that FARENIO has not actually received.

13.2 Lifetime Revenue Share

Lifetime commissions shall apply only where expressly stated within the applicable

Commission Schedule.

Unless expressly agreed:

no lifetime commission exists.

13.3 Recurring Revenue

Recurring commission applies only while:

• the customer remains active;
• subscriptions remain paid;
• the Partner remains eligible;
• the Programme remains operational.

ARTICLE 14 – PAYMENT OF COMMISSIONS

14.1 Payment Cycle

Commissions shall normally be processed:

• monthly;
• quarterly;
• annually;

depending upon the applicable Programme.

14.2 Minimum Payment Threshold

FARENIO may establish a minimum payout threshold before commissions become payable.

Amounts below the threshold shall roll forward to the next payment period.

14.3 Payment Methods

Payments may be made through:

• bank transfer;
• Stripe Connect;
• Wise;
• PayPal (where supported);
• SEPA;
• ACH;
• other approved payment systems.

14.4 Currency

Unless otherwise specified:

all commissions shall be calculated in Euro (EUR).

Payments may be converted into local currency using FARENIO's prevailing exchange methodology.

FARENIO shall not be responsible for:

• exchange rate fluctuations;
• intermediary banking charges;
• recipient bank fees.

ARTICLE 15 – TAXES

Partners and Affiliates are solely responsible for:

• income tax;
• corporation tax;
• VAT;
• GST;
• withholding tax;
• social security;
• pension obligations;
• business licences;
• local registrations.

FARENIO shall not be responsible for tax advice.

Where legally required, FARENIO may:

• withhold taxes;
• collect tax information;
• issue tax reports;
• comply with DAC7;
• comply with international reporting obligations.

ARTICLE 16 – REFUNDS AND CHARGEBACKS

Where a customer receives:

• a refund;
• a partial refund;
• a chargeback;
• a payment reversal;
• a disputed transaction;
• a fraudulent payment;

the associated commission shall be reversed.

If commission has already been paid:

FARENIO may:

• deduct future commissions;
• request repayment;
• offset amounts against future earnings.

ARTICLE 17 – FRAUD PREVENTION

Partners shall not engage in any conduct intended to manipulate the commission system.

Fraud includes, but is not limited to:

• fake purchases;
• fake referrals;
• artificial traffic;
• bot registrations;
• click farms;
• cookie stuffing;
• identity manipulation;
• duplicate companies;
• payment fraud;
• AI-generated fake customers;
• false invoices;
• account farming.

FARENIO may suspend commissions immediately while investigating suspected fraud.

ARTICLE 18 – AUDIT RIGHTS

FARENIO may audit Partner records relating to:

• referrals;
• marketing activities;
• commission claims;
• customer records;
• invoices;
• tax compliance;
• regulatory compliance.

Partners shall maintain accurate records for not less than seven (7) years, or such longer period as required by applicable law.

Failure to cooperate with an audit constitutes a material breach of this Agreement.

ARTICLE 19 – PERFORMANCE STANDARDS

Partners are expected to maintain high standards of professionalism and performance.

FARENIO may establish Key Performance Indicators (KPIs), including:

• number of qualified referrals;
• customer conversion rates;
• customer retention rates;
• customer satisfaction scores;
• compliance ratings;
• training completion;
• response times;
• implementation quality;
• support performance;
• regulatory compliance.

Failure to meet established performance standards may result in coaching, suspension, modification of partner status, or termination.

ARTICLE 20 – SPECIAL INCENTIVE PROGRAMMES

FARENIO may, at its sole discretion, introduce temporary or permanent incentive

programmes, including:

• performance bonuses;
• launch campaigns;
• regional promotions;
• seasonal incentives;
• strategic growth bonuses;
• enterprise acquisition rewards;
• innovation awards;
• customer retention bonuses.

Participation in any incentive programme is subject to the specific terms published by FARENIO and may be amended or withdrawn at any time without affecting incentives already earned in accordance with the applicable programme rules.

PART IV – INTELLECTUAL PROPERTY, BRAND, DATA PROTECTION & TECHNOLOGY

ARTICLE 21 – INTELLECTUAL PROPERTY RIGHTS

21.1 Ownership

All intellectual property rights in and relating to the FARENIO Ecosystem are and shall remain the exclusive property of FARENIO and/or its licensors.

Such intellectual property includes, without limitation:

1. trademarks, service marks, trade names, business names, logos and brand assets;
2. software applications, SaaS modules, source code, object code, APIs, SDKs and technical documentation;
3. databases, database structures, datasets and proprietary information;
4. artificial intelligence models, machine learning models, algorithms, workflows, automation systems, prompts, training methodologies and optimisation techniques;
5. website content, mobile applications, user interfaces, dashboards, designs, layouts, graphics, icons, templates, multimedia content and documentation;
6. inventions, patents, patent applications, utility models, trade secrets, know-how and confidential business methods;
7. reports, analytics, operational methodologies, pricing engines, business processes and proprietary operational frameworks;
8. all improvements, modifications, updates, derivative works and enhancements to any of the foregoing.

Nothing in this Agreement transfers ownership of any intellectual property to a Partner or Affiliate except for the limited licence expressly granted herein.

21.2 Reservation of Rights

All rights not expressly granted under this Agreement are reserved by FARENIO.

Partners acquire no ownership interest in:

• the Platform;
• software;
• databases;
• AI models;
• APIs;
• documentation;
• source code;
• trademarks;
• customer databases;
• operational methodologies;
• pricing engines;
• automation workflows.

21.3 Feedback

Where a Partner provides suggestions, recommendations, feature requests, bug reports, operational improvements or other feedback relating to the FARENIO Ecosystem, the Partner grants FARENIO a perpetual, worldwide, irrevocable, royalty-free, transferable and sublicensable right to use, modify, commercialise and incorporate such feedback without compensation or attribution, unless otherwise agreed in writing.

ARTICLE 22 – LIMITED LICENCE

Subject to continued compliance with this Agreement, FARENIO grants the Partner a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use approved FARENIO branding, marketing materials and documentation solely for the purpose of promoting authorised FARENIO Services.

This licence does not permit the Partner to:

• alter logos or brand assets;
• register confusingly similar domain names;
• create derivative branding;
• use FARENIO trademarks in company names without prior written consent;
• imply ownership of the FARENIO brand.

The licence automatically terminates upon suspension or termination of this

Agreement.

ARTICLE 23 – TRADEMARKS AND BRAND GUIDELINES

Partners shall use FARENIO trademarks strictly in accordance with the Brand

Guidelines set out in Schedule D.

Without prior written approval, Partners shall not:

• modify logos, colour schemes or typography;
• translate or localise trademarks;
• remove copyright or trademark notices;
• use the FARENIO brand in a misleading manner;
• register domain names, social media handles or advertising keywords incorporating the FARENIO name or confusingly similar marks;
• present themselves as the owner or creator of the FARENIO Ecosystem.

FARENIO may require the immediate correction or removal of any unauthorised branding.

ARTICLE 24 – MARKETING AND ADVERTISING STANDARDS

Partners shall ensure that all marketing activities are lawful, accurate and consistent with the reputation of FARENIO.

Partners shall not:

• make false or misleading claims;
• guarantee results not supported by FARENIO;
• publish deceptive pricing;
• create fake testimonials or reviews;
• engage in misleading comparative advertising;
• use unsolicited communications in breach of applicable laws;
• misrepresent the capabilities of AI or automation features.

Marketing materials must be truthful, transparent and compliant with consumer protection legislation.

FARENIO reserves the right to review and require modification or withdrawal of marketing content that does not meet these standards.

ARTICLE 25 – CONFIDENTIALITY

Each Party shall treat as confidential all non-public information received from the other Party in connection with this Agreement.

Confidential Information includes, without limitation:

• business plans;
• commercial strategies;
• pricing structures;
• customer information;
• financial information;
• technical documentation;
• software architecture;
• source code;
• AI models;
• APIs;
• cybersecurity measures;
• operational procedures;
• product roadmaps;
• trade secrets.

Confidential Information shall not be disclosed except where:

1. required by law;
2. authorised in writing by the disclosing Party;
3. disclosed to professional advisers subject to equivalent confidentiality obligations;
4. already lawfully in the public domain without breach of this Agreement.

The confidentiality obligations survive termination of this Agreement for a period of five (5) years, except for trade secrets, which remain protected for so long as they retain their confidential nature.

ARTICLE 26 – DATA PROTECTION AND PRIVACY

Each Party shall comply with all applicable data protection and privacy laws,

including:

• the GDPR;
• the French Data Protection Act;
• the UK GDPR, where applicable;
• the EU ePrivacy framework;
• other applicable international privacy legislation.

Where a Partner processes personal data on behalf of FARENIO, the Parties shall enter into a separate Data Processing Agreement (DPA) forming Schedule F to this

Agreement.

Partners shall:

• process personal data only on documented instructions from FARENIO;
• implement appropriate technical and organisational measures;
• ensure confidentiality of personnel with access to personal data;
• assist FARENIO in responding to data subject requests;
• notify FARENIO without undue delay of any personal data breach;
• cooperate with audits and compliance reviews.

ARTICLE 27 – INFORMATION SECURITY

Partners shall implement and maintain information security controls appropriate to the nature of the services performed.

Such controls shall include, where appropriate:

• multi-factor authentication;
• encryption of data in transit and at rest;
• secure password management;
• endpoint protection;
• access control based on least privilege;
• regular security updates and patch management;
• vulnerability management;
• malware protection;
• backup and disaster recovery procedures;
• incident detection and response capabilities.

FARENIO may request evidence of compliance where security risks are identified.

ARTICLE 28 – CYBERSECURITY INCIDENTS

The Partner shall notify FARENIO promptly, and in any event without undue delay, after becoming aware of any actual or suspected cybersecurity incident that may affect the FARENIO Ecosystem, customer data or the security of connected systems.

Notification shall include, where available:

• the nature of the incident;
• affected systems;
• categories of data involved;
• estimated impact;
• mitigation measures undertaken;
• contact details for incident coordination.

Partners shall cooperate fully with FARENIO in investigating, containing and remediating any cybersecurity incident.

ARTICLE 29 – ARTIFICIAL INTELLIGENCE

Where the Partner uses AI-enabled services provided through the FARENIO

Ecosystem, the Partner acknowledges that:

1. AI outputs are generated through automated systems and may require human review;
2. AI-generated recommendations should not be relied upon as legal, financial or professional advice;
3. the Partner remains responsible for decisions made on the basis of AI-generated outputs;
4. FARENIO may update, improve, suspend or withdraw AI functionality to maintain accuracy, security or regulatory compliance.

Partners shall not use FARENIO AI services to generate or facilitate unlawful, discriminatory, deceptive or harmful content or activities.

ARTICLE 30 – API ACCESS AND SYSTEM INTEGRATION

Where FARENIO grants API access or authorises system integration, the Partner shall:

• use the API only for approved business purposes;
• comply with technical documentation and integration standards;
• maintain secure authentication credentials;
• implement reasonable measures to prevent unauthorised access;
• refrain from exceeding rate limits or attempting to impair system performance;
• notify FARENIO of any suspected compromise of API credentials.

FARENIO may suspend or revoke API access where continued access presents a material security, operational or legal risk.

ARTICLE 31 – ACCEPTABLE USE OF THE PLATFORM

Partners shall not:

• upload malicious code;
• interfere with platform operations;
• attempt unauthorised access to systems or accounts;
• reverse engineer or decompile software except where expressly permitted by law;
• circumvent security controls;
• scrape data without authorisation;
• misuse customer information;
• use the Platform for unlawful or fraudulent purposes;
• introduce viruses, ransomware or other harmful technologies.

Any breach of this Article may result in immediate suspension or termination.

ARTICLE 32 – RECORD RETENTION

Partners shall maintain complete and accurate records relating to activities performed under this Agreement, including marketing activities, customer interactions, referrals, invoices and compliance documentation, for at least seven (7) years or such longer period as required by applicable law.

FARENIO may request access to such records where reasonably necessary for compliance, audit or dispute resolution purposes.

ARTICLE 33 – COMPLIANCE WITH LAWS

Partners shall comply with all applicable laws and regulations, including those

relating to:

• consumer protection;
• competition and antitrust;
• anti-bribery and anti-corruption;
• anti-money laundering and counter-terrorist financing;
• sanctions and export controls;
• employment and labour standards;
• tax reporting obligations, including DAC7 where applicable;
• environmental, health and safety requirements relevant to their activities.

Failure to comply with applicable law may constitute a material breach of this

Agreement.

ARTICLE 34 – MONITORING AND AUDIT

FARENIO may monitor Partner compliance with this Agreement through reasonable audits, system reviews, security assessments or requests for supporting documentation.

Partners shall cooperate in good faith and promptly address any identified non- compliance within the timeframe specified by FARENIO.

ARTICLE 35 – SURVIVAL OF RIGHTS

The provisions relating to intellectual property, confidentiality, data protection, information security, audit rights, indemnities, limitation of liability, dispute resolution and any other provisions intended by their nature to survive shall remain in effect following the termination or expiration of this Agreement.

PART V – WARRANTIES, LIABILITY, TERMINATION AND DISPUTE RESOLUTION

ARTICLE 36 – REPRESENTATIONS AND WARRANTIES

36.1 Mutual Representations

Each Party represents and warrants that, on the Effective Date and throughout the

term of this Agreement, it:

1. has full legal capacity and authority to enter into and perform this Agreement;
2. has obtained all necessary corporate approvals and authorisations;
3. will comply with all applicable laws and regulations;
4. will perform its obligations in good faith and in a commercially reasonable manner;
5. will not knowingly infringe the intellectual property rights of any third party in performing this Agreement.

36.2 Partner Warranties

The Partner further represents and warrants that it:

1. is duly organised and validly existing under the laws of its jurisdiction, where applicable;
2. holds all licences, permits, registrations and certifications required for its activities;
3. will provide accurate and complete information during onboarding and throughout the relationship;
4. will maintain appropriate insurance where required by law or by this Agreement;
5. will ensure that its employees, subcontractors and representatives are competent and appropriately trained;
6. will not make unauthorised representations or commitments on behalf of FARENIO.

36.3 Disclaimer of Warranties

Except as expressly provided in this Agreement or required by mandatory law, the FARENIO Ecosystem, Platform, Marketplace, SaaS Services, AI Services, APIs and related technology are provided on an "as available" and "as is" basis.

To the fullest extent permitted by law, FARENIO disclaims all implied warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

Nothing in this Article limits any statutory rights that cannot lawfully be excluded.

ARTICLE 37 – LIMITATION OF LIABILITY

37.1 Exclusion of Indirect Losses

To the fullest extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of anticipated savings or loss of data, arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise.

37.2 Liability Cap

Except in cases of fraud, wilful misconduct, gross negligence or liability that cannot be excluded by law, the aggregate liability of FARENIO arising out of or in connection with this Agreement shall not exceed the total commissions or fees actually paid by FARENIO to the Partner under this Agreement during the three (3) months immediately preceding the event giving rise to the claim.

Where the Partner has not yet received any commissions or fees, FARENIO's aggregate liability shall not exceed the greater of EUR 500.

37.3 Exclusions

The liability cap shall not apply to:

1. death or personal injury caused by negligence where liability cannot be excluded;
2. fraud or fraudulent misrepresentation;
3. wilful misconduct;
4. infringement of intellectual property rights by the Partner;
5. breaches of confidentiality or data protection obligations by the Partner;
6. liabilities that applicable law prohibits from being limited or excluded.

ARTICLE 38 – INDEMNIFICATION

The Partner shall defend, indemnify and hold harmless FARENIO, its directors, officers, employees, shareholders, affiliates and authorised representatives from and against all losses, damages, liabilities, claims, penalties, fines, costs and expenses

(including reasonable legal fees) arising from or relating to:

1. the Partner's breach of this Agreement;
2. unlawful or negligent acts or omissions of the Partner;
3. infringement of third-party intellectual property rights by the Partner;
4. violations of applicable laws or regulations by the Partner;
5. unauthorised marketing or misleading representations;
6. data protection or cybersecurity breaches attributable to the Partner;
7. tax liabilities arising from the Partner's own obligations.

The indemnified Party shall promptly notify the indemnifying Party of any claim and shall reasonably cooperate in its defence.

ARTICLE 39 – INSURANCE

Partners shall maintain, at their own expense, insurance appropriate to the nature of their activities.

Where applicable, such insurance may include:

• public liability insurance;
• professional indemnity insurance;
• employer's liability insurance;
• cyber liability insurance;
• product liability insurance;
• commercial property insurance.

Upon reasonable request, the Partner shall provide evidence of such insurance.

ARTICLE 40 – SUSPENSION

FARENIO may suspend all or part of a Partner's participation in the Programme

immediately where it reasonably believes that:

1. the Partner has materially breached this Agreement;
2. fraudulent or deceptive activity has occurred;
3. continued participation presents a security, legal or reputational risk;
4. the Partner fails to comply with applicable laws;
5. payment fraud, sanctions or money laundering concerns arise;
6. suspension is required to protect customers, the Platform or other Partners.

During suspension, FARENIO may withhold commission payments pending investigation.

ARTICLE 41 – TERMINATION

41.1 Termination for Convenience

Either Party may terminate this Agreement without cause by providing not less than thirty (30) days' prior written notice, unless a different notice period is specified in a separate written agreement.

41.2 Immediate Termination

FARENIO may terminate this Agreement with immediate effect where the Partner:

1. commits a material breach that is incapable of remedy;
2. fails to remedy a remediable material breach within the specified cure period;
3. becomes insolvent, enters liquidation, administration or similar proceedings;
4. engages in fraud, corruption, bribery or other criminal conduct;
5. infringes FARENIO's intellectual property rights;
6. repeatedly violates Platform policies or security requirements;
7. provides false or misleading information during onboarding or participation.

ARTICLE 42 – EFFECT OF TERMINATION

Upon termination:

1. all licences granted under this Agreement shall immediately cease;
2. the Partner shall discontinue use of FARENIO branding and marketing materials;
3. confidential information shall be returned or securely destroyed, subject to legal retention obligations;
4. outstanding verified commissions accrued prior to termination shall be paid in accordance with this Agreement, subject to any lawful set-off or withholding;
5. access to Partner portals, APIs and related systems may be withdrawn.

Termination does not affect rights or obligations that accrued before the termination date.

ARTICLE 43 – FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform obligations under this

Agreement where such delay or failure results from events beyond its reasonable

control, including:

• natural disasters;
• pandemics;
• war;
• terrorism;
• civil unrest;
• governmental actions;
• widespread internet outages;
• major cyber incidents affecting critical infrastructure;
• strikes not limited to the affected Party's workforce;
• failures of utilities or telecommunications infrastructure.

The affected Party shall notify the other Party as soon as reasonably practicable and use reasonable efforts to mitigate the impact.

ARTICLE 44 – GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the French Republic, without regard to conflict of law principles.

Where mandatory laws of another jurisdiction apply, those mandatory provisions shall prevail to the extent required.

ARTICLE 45 – DISPUTE RESOLUTION

The Parties shall seek to resolve any dispute arising out of or in connection with this

Agreement through good-faith negotiations.

If the dispute is not resolved within thirty (30) days of written notice of the dispute, the Parties shall attempt mediation administered by a mutually agreed mediation institution.

• If mediation is unsuccessful, the dispute shall be finally resolved by arbitration under the Rules of the International Chamber of Commerce (ICC).

Nothing in this Article prevents either Party from seeking urgent interim or conservatory relief from a court of competent jurisdiction.

ARTICLE 46 – NOTICES

All notices under this Agreement shall be in writing and delivered by:

• email to the designated contractual email address;
• recognised courier service;
• registered post; or
• any secure electronic notice mechanism designated by FARENIO.

A notice is deemed received:

• on the date of confirmed electronic transmission where no delivery failure is reported;
• on the date of recorded delivery for courier or registered post; or
• on the date acknowledged through the designated platform.

Partners are responsible for keeping their contact details current.

ARTICLE 47 – ASSIGNMENT

The Partner may not assign, transfer, delegate or otherwise dispose of its rights or obligations under this Agreement without the prior written consent of FARENIO.

FARENIO may assign or transfer this Agreement to:

• an affiliate;
• a successor entity;
• a purchaser of all or substantially all of its business or assets; or
• another entity as part of a corporate reorganisation, provided that the assignee assumes the relevant obligations under this Agreement.

ARTICLE 48 – ENTIRE AGREEMENT

This Agreement, together with all incorporated Schedules, policies and documents expressly referenced herein, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior discussions, proposals, representations and agreements relating to that subject matter.

ARTICLE 49 – SEVERABILITY

If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

The Parties shall cooperate in good faith to replace any invalid provision with a valid provision that most closely reflects the original commercial intent.

ARTICLE 50 – ELECTRONIC EXECUTION

This Agreement may be accepted electronically, including through a click-through acceptance, digital signature platform or other electronic authentication method approved by FARENIO.

Electronic acceptance shall have the same legal force and effect as a handwritten signature, to the fullest extent permitted by applicable law.