Vendor Agreement

FARENIO Ecosystem — Terms, Policies & Agreements

FARENIO ECOSYSTEM

VENDOR AGREEMENT

Last updated: 19 September 2026

ARTICLE 1 – PURPOSE AND CONTRACTUAL HIERARCHY

These provisions establish the contractual framework governing professional supply-side participants in the FARENIO Marketplace and Ecosystem, including approved Vendors supplying operational and technical services.

Depending upon the participant's activity, the contractual hierarchy is:

  1. Service Provider Agreement — independent cleaners, cleaning companies and other independent professionals supplying services through the Marketplace;
  2. Vendor Agreement — laundry, linen, maintenance, inventory, inspection, locksmith, technology, IoT and other operational vendors;
  3. Partner & Affiliate Agreement — referral, affiliate, channel, technology, property-management and integration and strategic partners;
  4. The applicable Commercial Schedule;
  5. The applicable Operational or Technical Annex;
  6. The Data Processing Agreement, where applicable;
  7. FARENIO policies expressly incorporated into the relevant Agreement.

A specific negotiated schedule signed by both Parties prevails over conflicting standard provisions to the extent of the conflict.

Mandatory provisions of French and European Union law prevail over every contractual provision.

ARTICLE 2 – DEFINITIONS

"FARENIO" or "Operator" means GQ VENTURES SAS, operating the FARENIO Marketplace and Ecosystem.

"Platform" means FARENIO's websites, applications, portals, SaaS modules, APIs, dashboards, databases, integrations and associated digital infrastructure.

"Marketplace" means the online intermediation environment through which customers and professional providers may identify, book, manage and perform services.

"Vendor" means an independent business supplying operational, technical, maintenance, logistics, inventory, linen, technology or other approved services.

"Customer" means a natural or legal person purchasing, booking or subscribing to services through the FARENIO Ecosystem.

"Business User" means a professional using FARENIO's online intermediation services to offer goods or services to consumers.

"Service Order" means a booking or instruction accepted by a Provider or Vendor through the Platform.

"Confidential Information" means non-public commercial, financial, technical, operational, customer, security, pricing, software, database, business-strategy or proprietary information.

ARTICLE 3 – APPLICATION

This Vendor Agreement applies to approved professional businesses supplying operational or technical services within the FARENIO Ecosystem, including:

  • Laundry and linen
  • Inventory
  • Maintenance
  • Property inspection
  • Locksmith services
  • Plumbing
  • Electrical services
  • Gardening
  • Pest-control services
  • Photography
  • Smart-access services
  • IoT services
  • Technology and integration services
  • Other approved professional services

ARTICLE 4 – INDEPENDENT BUSINESS

The Vendor acts as an independent undertaking.

The Vendor has no authority to:

  • Bind FARENIO
  • Conclude agreements in FARENIO's name
  • Modify FARENIO's customer terms
  • Create warranties on behalf of FARENIO
  • Represent itself as an employee or legal representative of FARENIO

ARTICLE 5 – PROFESSIONAL QUALIFICATIONS

The Vendor shall maintain all registrations, licences, professional qualifications, certifications, insurance and authorisations required for the services it performs.

Regulated activities may be performed only by appropriately authorised persons.

ARTICLE 6 – SUBCONTRACTORS

The Vendor may use lawful subcontractors where consistent with the applicable Service Order.

The Vendor remains responsible for its subcontractors' performance and shall ensure equivalent contractual obligations concerning:

  • Confidentiality
  • Data protection
  • Safety
  • Security
  • Professional standards

Where personal data are processed on FARENIO's behalf, appointment of sub-processors remains subject to applicable GDPR requirements and the relevant DPA.

ARTICLE 7 – SERVICE LEVELS

Where a Service Level Schedule applies, the Vendor shall comply with the service categories and response periods stated in that Schedule.

Illustrative classifications may include:

  • Emergency — target response within 2 hours
  • Urgent — target response within 6 hours
  • Standard — target response within 24 hours
  • Scheduled — attendance within the agreed service window

A target response period does not guarantee completion within that period where circumstances reasonably prevent completion.

Any service credit, fee reduction or contractual penalty must be expressly specified, proportionate and linked to the relevant failure.

ARTICLE 8 – PRICING AND PAYMENT

Vendor pricing shall be governed by the applicable Service Order or Commercial Schedule.

FARENIO shall provide sufficient information to determine:

  • Price
  • Applicable commission or fee
  • Taxes
  • Authorised expenses
  • Payment timetable
  • Refund/credit adjustments

Invoices and payment deadlines shall comply with mandatory French law where applicable.

ARTICLE 9 – OPERATIONAL ANNEXES

The following Annexes apply only where relevant to the Vendor's contracted activity:

  • Annex A — Linen & Inventory Operations — Hygiene, segregation of clean/used linen, packaging, inventory identification, stock movement and reconciliation.
  • Annex B — Inspection Standards — Pre-arrival, post-service, safety, inventory and maintenance inspections; time/date, inspector, defect and evidence requirements.
  • Annex C — Smart Access — Installation standards, credential protection, testing, emergency access and incident reporting.
  • Annex D — Service Levels — Applicable response targets, attendance and escalation rules.
  • Annex E — Data Protection — Role allocation, permitted processing, security, confidentiality, retention, breach notification and sub-processing.
  • Annex F — Cross-Border Operations — Local registration, tax, labour, licensing, insurance and mandatory-language requirements.
  • Annex G — Environmental Standards — Waste minimisation, responsible chemical use, energy/water efficiency and environmentally preferable materials where commercially reasonable.
  • Annex H — Ethical Conduct — Anti-bribery, anti-corruption, anti-discrimination, prohibition of forced labour and child labour, and compliance with applicable employment standards.
  • Annex I — Business Continuity — Reasonable continuity arrangements proportionate to the criticality of the Vendor's services.
  • Annex J — Performance — Service quality, punctuality, complaints, safety, response and compliance metrics.
  • Annex K — Technical Integration — Authentication, encryption, API security, interoperability, credential management, supported versions and incident management.
  • Annex L — Health, Safety & Chemicals — Applicable REACH/CLP requirements, Safety Data Sheets, training, PPE, storage and disposal.
  • Annex M — Insurance — Insurance categories and minimum coverage stated in the relevant Vendor Schedule according to activity and risk.
  • Annex N — Commercial Schedule — Pricing, fees, commission, currency, VAT, settlement, refunds and chargebacks.
  • Annex O — Audit & Corrective Action — Risk-based compliance audits and proportionate Corrective Action Plans.

ARTICLE 10 – INTELLECTUAL PROPERTY

FARENIO and its licensors retain all rights in their respective:

  • Trademarks
  • Logos
  • Software
  • APIs
  • Documentation
  • Interfaces
  • Databases protected by applicable rights
  • Proprietary workflows
  • Technology
  • Confidential know-how

No ownership transfers merely through participation in the Ecosystem.

Each Provider, Vendor or Partner retains ownership of its pre-existing intellectual property.

ARTICLE 11 – BRAND LICENCE

Where necessary for an authorised Vendor activity, FARENIO grants a limited, non-exclusive, revocable licence to use approved FARENIO brand materials solely for the authorised purpose.

No participant may:

  • Register FARENIO or confusingly similar marks
  • Register misleading domain names or social handles
  • Alter protected brand assets contrary to brand guidelines
  • Imply ownership of FARENIO
  • Sublicense the brand without written authority

The licence ends when the relevant authorisation ends.

ARTICLE 12 – CONFIDENTIALITY

Each Party shall protect Confidential Information using reasonable safeguards and shall use it solely for purposes connected with the contractual relationship.

Disclosure is permitted where:

  • Legally required
  • Authorised by the disclosing Party
  • Made to professional advisers bound by confidentiality
  • The information became lawfully public without breach

General confidentiality obligations survive for five years following termination.

Trade secrets remain protected for as long as they legally retain that status.

ARTICLE 13 – GDPR ROLE ALLOCATION

The Parties shall determine their GDPR roles according to the actual processing activity rather than by contractual label alone.

Where each Party independently determines the purposes and means of processing, each acts as an independent controller.

Where a Vendor or Partner processes personal data solely on documented instructions from FARENIO, it acts as processor and the Parties shall enter into an Article 28 GDPR Data Processing Agreement.

Where the Parties jointly determine purposes and essential means, they shall implement an Article 26 GDPR arrangement where legally required.

ARTICLE 14 – DATA SECURITY AND BREACHES

Each participant shall implement technical and organisational measures proportionate to its risk, including where appropriate:

  • Access control
  • Strong authentication
  • Encryption
  • Least-privilege access
  • Secure credential management
  • Patching
  • Malware protection
  • Backups
  • Incident response

A processor shall notify FARENIO of a personal-data breach without undue delay after becoming aware of it.

Where contractually required for operational escalation, the processor shall endeavour to provide initial notification within 24 hours, but this operational target does not replace the GDPR standard.

ARTICLE 15 – DATA ACCESS

The applicable Marketplace terms or technical schedule shall explain, where required:

  • Data accessible to FARENIO
  • Data accessible to the Business User
  • Categories of customer and transactional data
  • Access to aggregated information
  • Sharing with third parties
  • Applicable purposes
  • Access available after termination

Access to personal data remains subject to GDPR and other applicable law.

ARTICLE 16 – API AND INTEGRATIONS

Authorised API or integration users shall:

  • Use credentials only for approved purposes
  • Maintain credential confidentiality
  • Follow published security requirements
  • Respect reasonable rate limits
  • Avoid interference with Platform availability
  • Promptly report compromised credentials
  • Process data only for authorised purposes

FARENIO may restrict API access where objectively necessary for security, integrity, legal compliance or material contractual breach.

ARTICLE 17 – ARTIFICIAL INTELLIGENCE

Where FARENIO provides AI-enabled functionality, users shall use it in accordance with applicable law and applicable Platform documentation.

AI output may require human review and shall not be represented as guaranteed professional, legal, tax or financial advice.

Neither Party shall use FARENIO AI functionality for unlawful, discriminatory, fraudulent or deceptive purposes.

Nothing in this Agreement alters obligations imposed directly upon a Party by applicable EU AI legislation.

ARTICLE 18 – CHANGES TO MARKETPLACE TERMS

Where Regulation (EU) 2019/1150 applies, proposed changes to terms governing Business Users shall be notified on a durable medium.

Except where a lawful exception applies, changes shall not take effect before expiry of a reasonable and proportionate notice period of at least 15 days.

A longer period shall be provided where reasonably necessary for Business Users to make significant technical or commercial adaptations.

No prohibited retroactive modification shall be imposed.

ARTICLE 19 – DIFFERENTIATED TREATMENT

Where FARENIO or a controlled business offers services through the Marketplace in competition with Business Users, FARENIO shall provide the transparency concerning differentiated treatment required by applicable law.

This may concern differences in:

  • Ranking
  • Data access
  • Remuneration
  • Technical functionality
  • Marketplace access

ARTICLE 20 – INTERNAL COMPLAINT PROCESS

Where legally applicable, FARENIO shall provide Business Users with an accessible internal complaint mechanism concerning:

  • Alleged non-compliance with applicable platform obligations
  • Technological issues affecting the Business User
  • Restriction, suspension or termination
  • Ranking or attribution issues
  • Other measures directly relating to the online intermediation service

Complaints shall be considered objectively and proportionately and the outcome communicated in clear terms.

Where a statutory exemption for small enterprises applies to FARENIO, FARENIO may nevertheless maintain such a procedure voluntarily.

ARTICLE 21 – MEDIATION

Where Regulation (EU) 2019/1150 requires FARENIO to designate mediators, the current Marketplace terms shall identify at least two qualifying mediators with whom FARENIO is willing to engage in good faith.

Where FARENIO benefits from the applicable small-enterprise exemption, the Parties may nevertheless agree voluntarily to mediation.

This B2B mediation mechanism is separate from statutory consumer mediation applicable to disputes between FARENIO and consumers.

ARTICLE 22 – LEGAL COMPLIANCE

Each Party shall comply with laws applicable to its own activities, including where relevant:

  • French commercial law
  • GDPR and French data-protection law
  • DSA requirements
  • Regulation (EU) 2019/1150
  • Consumer-protection law
  • Competition law
  • Tax and DAC7 requirements
  • Anti-corruption rules
  • Applicable sanctions
  • Labour and social-security law
  • Professional licensing
  • Health and safety
  • Environmental and chemical regulations

ARTICLE 23 – AUDIT

FARENIO may conduct proportionate, risk-based audits concerning matters reasonably connected with the Agreement, including:

  • Trader verification
  • Regulatory compliance
  • Information security
  • Data protection
  • Service quality
  • Insurance
  • Commission/referral records

Audit requests shall not be unnecessarily disruptive or require disclosure unrelated to the contractual or legal purpose.

Identified deficiencies may be addressed through a proportionate Corrective Action Plan.

ARTICLE 24 – RECORDS

Each Party shall retain records for the period required by applicable law.

Where a specific seven-year retention period is commercially required, it shall apply only to the relevant contractual, accounting, referral or compliance records and shall not require personal data to be retained longer than permitted under applicable data-protection principles.

ARTICLE 25 – RESPONSIBILITY FOR OWN ACTS

Each Party remains responsible for its own contractual breaches, negligence, unlawful acts and omissions.

Providers and Vendors remain responsible for damage directly caused by their performance of services, subject to applicable law.

FARENIO remains responsible for its own obligations as Platform operator and for services directly supplied by FARENIO.

ARTICLE 26 – LIMITATION OF LIABILITY

Subject to mandatory law, neither Party shall be liable for indirect loss that was not a reasonably foreseeable direct consequence of its breach.

Any contractual liability cap shall not apply where limitation is prohibited by law, including as applicable in cases of:

  • Fraud
  • Wilful misconduct
  • Gross negligence where limitation is legally ineffective
  • Death or personal injury where liability cannot be excluded
  • Liabilities that mandatory law does not permit to be limited

For ordinary contractual claims, the applicable Commercial Schedule may establish a reasonable liability cap proportionate to the relevant relationship, fees, remuneration and risk.

No limitation shall deprive an essential contractual obligation of its substance.

ARTICLE 27 – INDEMNIFICATION

A Party responsible for a breach shall indemnify the other Party against substantiated third-party claims, losses, penalties or reasonable costs to the extent directly caused by:

  • That Party's unlawful conduct
  • Its contractual breach
  • Its negligence
  • Its infringement of third-party rights
  • Its data-protection or security breach
  • Its own tax or employment obligations

Indemnification shall remain subject to causation, applicable law, reasonable mitigation and the indemnified Party's cooperation in the defence of the claim.

ARTICLE 28 – TERM

The relevant Agreement begins when validly accepted and continues until terminated in accordance with its provisions.

Acceptance may occur by electronic signature or another legally valid electronic acceptance mechanism.

ARTICLE 29 – TERMINATION FOR CONVENIENCE

Unless a negotiated Schedule provides otherwise, either Party may terminate an ongoing Agreement on 30 days' written notice.

This provision is without prejudice to longer notice required by mandatory law or by the circumstances of an established commercial relationship.

ARTICLE 30 – IMMEDIATE OR ACCELERATED TERMINATION

Immediate or accelerated termination may occur where permitted by applicable law, including for:

  • Serious fraud
  • Unlawful activity
  • Serious safety threat
  • Material cybersecurity threat
  • Binding regulatory requirement
  • Material irremediable breach
  • Repeated material breaches
  • Serious infringement of intellectual property
  • Insolvency where termination is legally permitted

Any mandatory statement-of-reasons or procedural requirement remains applicable.

ARTICLE 31 – CONSEQUENCES OF TERMINATION

Upon termination:

  • Platform access may cease
  • Brand licences cease
  • Confidential information shall be returned, deleted or retained only where lawfully necessary
  • Undisputed accrued payment obligations remain payable
  • Properly earned commissions remain payable subject to lawful adjustments
  • Provisions intended by their nature to survive remain effective

Data access following termination shall be handled in accordance with the applicable Marketplace terms, GDPR and Regulation (EU) 2019/1150 where applicable.

ARTICLE 32 – FORCE MAJEURE

Neither Party shall be liable for failure caused by a force-majeure event satisfying the requirements of applicable French law.

The affected Party shall notify the other Party as reasonably practicable and take reasonable measures to limit the consequences.

ARTICLE 33 – NOTICES

Contractual notices may be delivered through:

  • The registered account
  • The designated contractual email
  • Registered post
  • Recognised electronic-signature or notification systems

Legally required notices shall be provided on a durable medium where required.

Each Party shall maintain current contact information.

ARTICLE 34 – ASSIGNMENT

A Provider, Vendor, Partner or Affiliate may not transfer the Agreement without FARENIO's prior written consent, which shall not be unreasonably withheld where the transfer does not materially increase legal, operational or security risk.

FARENIO may transfer the Agreement as part of a merger, restructuring, transfer of business or equivalent corporate transaction, subject to mandatory law and preservation of applicable contractual rights.

ARTICLE 35 – SEVERABILITY

If a provision is invalid or unenforceable, it shall be ineffective only to the extent necessary.

The remainder of the Agreement continues in effect.

Where appropriate, the Parties shall replace the affected provision with a lawful provision that most closely reflects its legitimate commercial purpose.

ARTICLE 36 – ENTIRE AGREEMENT

The applicable Agreement, its Commercial Schedule, applicable Annexes, DPA and expressly incorporated policies constitute the contractual framework between the Parties concerning their subject matter.

Individually negotiated terms signed by authorised representatives prevail over inconsistent standard terms.

ARTICLE 37 – GOVERNING LAW

The Agreements are governed by French law, without prejudice to mandatory provisions of EU law or other mandatory rules that cannot lawfully be displaced.

ARTICLE 38 – AMICABLE RESOLUTION

Before commencing ordinary litigation, the Parties shall endeavour in good faith to resolve disputes through written escalation.

Nothing prevents a Party from seeking urgent interim or conservatory relief where necessary.

Where an applicable statutory Marketplace complaint or mediation procedure exists, it remains available according to its governing rules.

ARTICLE 39 – JURISDICTION

For disputes between commercial parties, jurisdiction shall be determined in accordance with applicable French procedural and commercial law.

Where a valid jurisdiction clause may lawfully be agreed between parties having the required commercial status, the applicable individually accepted Commercial Schedule may designate the competent court.

Nothing in these Terms overrides:

  • Mandatory jurisdiction rules
  • Specialised jurisdiction applicable to restrictive commercial practices
  • Rights conferred by Regulation (EU) 2019/1150
  • Any other jurisdiction that cannot lawfully be excluded

ARTICLE 40 – ELECTRONIC CONTRACTING

The Agreements may be concluded through an electronic signature, click-through mechanism or other reliable electronic process satisfying applicable law.

FARENIO shall make the applicable contractual terms available to the participant before acceptance and retain appropriate evidence of the version accepted.

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