General Terms and Conditions of Use and Sale for Nezzar Consulting Programs and Services

ARTICLE 1. PURPOSE AND ACCEPTANCE OF GENERAL TERMS

1.1. These general terms and conditions of sale and use (“General Terms” or “Agreement”) apply between:

On the one hand, Nezzar Consulting LTD, Unit 3D North Point House, North Point Business Park, New Mallow Road, Cork, T23 AT2P, Ireland (“NEZZAR CONSULTING LTD”), publisher of the NEZZAR CONSULTING platform accessible at the URL Nezzar Consulting – Online Customer Acquisition Experts or any other URL that may replace it (hereinafter the “Platform” or “Site”)

And on the other hand, any natural person acting for their private and non-professional needs (hereinafter the “Member(s)” or “Client”) wishing to access the online training programs (hereinafter “Program(s)”) designed and produced by NEZZAR CONSULTING and/or any other service or content available on the Platform (hereinafter the “Service(s)” or “Content(s)”).

The Client expressly acknowledges that no personalized advice will be provided through the Content offered on the Site. The Parties are hereinafter individually referred to as “Party” and collectively as “Parties”. The Member declares to be an adult natural person (or emancipated minor) with the legal capacity to contract allowing them to subscribe to the Programs online or distributed by NEZZAR CONSULTING (hereinafter the “Order”).

The Platform is a website offering content and/or training programs on the topic of financial education. To this end, NEZZAR CONSULTING offers its Members an online Program giving access to:

• Online courses (in video, audio, written form) available for the duration of the Program;
• A private space allowing the community of Members (hereinafter the “Community”) to exchange and encourage each other to achieve their goals (the community space is subject to a usage charter that the Member agrees to respect), it being specified that no personalized advice is provided there.

NEZZAR CONSULTING is a fully digitized training Platform accessible to any Member, provided that they meet the conditions set out herein. NEZZAR CONSULTING also offers the download of digital tools (financial dashboard document, etc.) allowing the Client to initiate or implement the method proposed by NEZZAR CONSULTING.

The Parties agree that their relationship is governed exclusively by these General Terms, which are expressly accepted by the Member. The use of NEZZAR CONSULTING Services is subject to these General Terms. These terms may be subject to modifications, therefore, it is understood that the applicable terms for the Services come into effect upon notification or online publication of the updated version (subject to any mandatory legal provision), including for any ongoing Program followed by a Member.

1.2. The following terms and expressions have, unless otherwise specified, the meaning given to them below if they appear with their first letter capitalized, whether singular or plural in this Agreement:

“Order”: refers to the online subscription of an online Program giving access to the Services for a defined period and/or the online purchase of digital tools available on the Site (e-book, financial dashboard, etc.).

“Community”: has the definition given to it in Article 1 of these General Terms.

“Content(s)” or “Service(s)”: has the definition given to it in the Preamble of these terms, the Contents are available in video, audio and written form and available for the duration of the Program.

“Personal Data”: has the definition provided by the Regulations relating to the protection of personal data.

“Force Majeure”: has the meaning given to it by the provisions of Article 1218 of the Civil Code.

“Member” or “Client”: refers to any person referred to in Article 1 of these General Terms and meeting the conditions set out herein.

“Platform” or “Site”: has the definition given to it in Article 1 of these General Terms.

“Program(s)”: has the definition given to it in Article 1 of these General Terms. Services or Contents are included in the Programs.

“Regulations relating to the protection of personal data”: refers to the provisions of the French Data Protection Act of January 6, 1978 as amended as well as those of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 known as “GDPR” and any legislative and/or regulatory provision replacing it.

“Service(s)” or “Content(s)”: has the definition given to it in Article 1 of these terms as well as any other service or content available (including for sale) through the Platform.

ARTICLE 2. CONDITIONS OF ACCESS TO NEZZAR CONSULTING ONLINE PROGRAMS

NEZZAR CONSULTING Programs are reserved for Members meeting the following cumulative conditions:

• Being a natural person acting for their private needs or a legal entity acting for its professional needs;
• Being at least 18 years old at the date of the Order (except emancipated minors) and having the legal capacity to contract;
• Complying at all times with these General Terms and any other contractual condition applicable to the Services provided (in particular any charters or rules for Community Members, especially those governing access to and use of the private group).
• Being up to date with the payment of the cost of access to the Program (in case of payment in several installments) and any current installment.

Failure by the Member to comply with all or part of these Terms results, without delay and under the conditions provided herein, in the temporary suspension of access to the Program or the termination of the Contract at the exclusive fault of the Member. In such situations, the Member concerned may not claim a refund or reduction in the price of the Program for the months where they could not access the Programs.

2.2. In order to access the Content of the subscribed Program and proceed with the online Order, the Member is invited to provide their personal data. The Member agrees to provide accurately all the required mandatory fields allowing access to the subscribed Program.

Duration of validity of prices / special offers

The Programs, Services or Contents as well as any special discounts are valid as long as they are available for booking on the Site (except for special operations whose validity period is specified and which may be limited in available quantity when specified).

Verification

The Member has the possibility to modify, cancel, totally or partially the subscription to a Program, Content or Service as long as they have not validated the Order and proceeded with payment. The Member is invited to confirm then validate the subscription to the Service before definitively validating the Order thus resulting in a firm and definitive access to the subscribed Service or Content:

1. Confirmation of the Order

The Member is invited to define their payment method among those proposed. Moreover, the Member can consult the content and the amount including VAT of their basket before confirming their Order.

2. Validation of the Order

Finally, the Member is invited to validate their Order. By validating it, they confirm: – the acceptance of these General Terms of Sale and Use, – the definitive subscription to the ordered Content or Service. The Member proceeds with online payment.

Secure online payment: The Member must provide their bank details at the time of payment. The SSL protocol is a system for encrypting the entry and transmission of bank data. During payment, the Member is automatically redirected to the site of our partner providing the payment solution. Bank data never transit through the Platform. At no time does NEZZAR CONSULTING have access to the bank details of Members. The Member’s bank card is debited at the time of subscription to the Program.

3. Delivery

Delivery is made to the email address you provided during your order (therefore, be particularly careful with the spelling of the address you enter)

Payment terms

The Member is reminded that all prices indicated on the Site are expressed in euros, including VAT. The price is payable in full, on the day of Order validation, by secure payment method and according to the following method: bank card. Access to the Services is conditioned on the full payment by the Member of the Order price or any due invoice, under the conditions provided herein.

Final confirmation of the Order by NEZZAR CONSULTING

When the Order is validated and paid, it becomes firm and definitive. The Member then receives an email summarizing the information relating to their Order including in particular: identification of the Program/Content or Service subscribed to by the Member, the date of Order validation, the total amount including VAT of the Order, the billing address, all data relating to NEZZAR CONSULTING as well as any other mention made mandatory by a legal or regulatory provision.

Cancellation

NEZZAR CONSULTING reserves the right not to accept a Client’s Order for a legitimate reason (such as (non-exhaustive list): abusive and/or illegal use of the Site by a Member, unavailability of the Service in case of occurrence of an event qualified as Force Majeure, non-compliance with all or part of the General Terms of Use, recurrent non-payment, etc.) In such case, NEZZAR CONSULTING informs the Member by email of the cancellation of their Order, no amount being charged in this case to the Member’s account.

ARTICLE 4. DESCRIPTION OF SERVICES AND CONDITIONS OF USE

4.1. Details and content of Services or Programs

When a Service or Content is no longer available on the NEZZAR CONSULTING website, the Member can no longer subscribe to it. When a Member subscribes to an online Program, they may have access to the following Services among others (these Services may be different depending on the subscribed Program, the following list being non-exhaustive and evolving):

• resources and content designed and produced by or for NEZZAR CONSULTING to be followed independently, it being specified that the duration and number of modules differ depending on the Program subscribed to by the Member;

When a Member subscribes to a Program, the Services remain available for up to 12 months after subscribing to the Program (except in cases of Force Majeure).

o Unlimited access to the Content library (audio, video, written content) included in the subscribed Program: It is specified that NEZZAR CONSULTING reserves the right, at any time, to suspend or delete any Content for any reason deemed legitimate by NEZZAR CONSULTING or motivated by the evolution of a regulation that has come into force or in application of an enforceable court decision. Insofar as the Programs are consumed “over time”, the Member acknowledges that the Content may be accessible in full on the Platform from the subscription to the Program or successively throughout the duration of the Program. Subject to any contrary mention present on the Site, the Member is authorized to access the Content library for up to 12 months after subscribing to the Program. Beyond that, access will be permanently deleted.

4.2. Conditions allowing optimal use of Content

In order to be able to access the Services of the Platform, the Member is informed that they must have a terminal (computer, phone, tablet, etc.) with a sufficient internet connection allowing the use of sound and video. Faulty or absent equipment resulting in a degradation of the quality of the Content cannot engage the responsibility of NEZZAR CONSULTING.

ARTICLE 5. EXERCISE OF THE RIGHT OF WITHDRAWAL

Deadlines In accordance with the provisions of Article L. 221-18 of the Consumer Code, the Client has a withdrawal period of fourteen days to exercise their right of withdrawal from a distance contract, without having to justify their decision or bear costs other than those provided for in Articles L. 221-23 to L. 221-25 of the Consumer Code.

The period mentioned above runs from the day of the conclusion of the online Contract for service contracts. If this period expires on a Saturday, Sunday or public holiday or non-working day, it is extended until the next working day.

Conditions for exercising the right of withdrawal

The Member exercises their right of withdrawal by informing NEZZAR CONSULTING of their decision to withdraw. To exercise their right of withdrawal, the Member must inform NEZZAR CONSULTING of their decision to withdraw before the expiration of the legal deadline recalled above by sending an email to contact@nezzarconsulting.com. The Member can send to Nezzar Consulting any unambiguous email or letter notifying their wish to withdraw and this, within the legal deadlines.

4 Exceptions to the right of withdrawal

In accordance with current regulations (Article L.221-28 of the Consumer Code), the Member is reminded that the right of withdrawal cannot be exercised for contracts:

• For the supply of services fully executed before the end of the withdrawal period and whose execution has begun after express prior agreement of the consumer and express waiver of their right of withdrawal;
• For the supply of digital content not supplied on a tangible medium whose execution has begun after express prior agreement of the consumer and express waiver of their right of withdrawal.

Consequently, if the Member decides to have express access to all or part of the subscribed Content, they expressly waive their right of withdrawal.

Terms of refund in case of exercise of the right of withdrawal:

In case of exercise of the right of withdrawal by the Member and subject to the aforementioned legal conditions being respected, the refund will be made by crediting the same payment method as that used by the Client for the initial transaction.

ARTICLE 6. FINANCIAL AND PAYMENT CONDITIONS

6.1. Cost and payment terms

The current rate of Programs or Services is displayed on the Site, it being specified that it is subject to change at any time. The payment terms are also specified on the NEZZAR CONSULTING Site. Unless otherwise specified on the Platform, the cost of the Program or Content is paid in full at subscription OR is subject to a first payment on the date of the Order then each month on the dates agreed between the Parties and this, until full payment of the cost of the Program. Consequently, the Member authorizes NEZZAR CONSULTING to debit their bank account on the debit dates agreed upon when subscribing to the Program. Payment of installments on the agreed dates conditions the quality of Member as well as access to and maintenance of the Services included in the subscribed Program. The accepted payment methods are currently as follows: bank card.

6.2. Billing

The Service is billed and collected in advance for the current month. No refund is possible if the Member does not use the Services or wishes to terminate the Contract before the end of the Program. Invoices are available upon request.

6.3. Unpaid amounts

Any unpaid, rejected, late payment even partial of a single invoice or installment automatically and without delay entails:

• The temporary suspension of the Member account and consequently the impossibility of access to the Program Services;
• If applicable, the closure of the Member account and the termination of the Contract, under the conditions provided herein;
• The full reimbursement by the Member of all bank charges incurred by Nezzar Consulting in the case of a refusal or rejection of direct debit (these charges are then re-invoiced to the Client and are due upon sending the invoice to the defaulting Member);
• The application of late payment penalties at the initiative of Nezzar Consulting equal to three (3) times the legal interest rate in force and calculated on the amount invoiced excluding taxes.
• The application of a flat-rate compensation for recovery costs of an amount of forty (40) euros per unpaid invoice in application of Article D441-5 of the Commercial Code, serving to cover the costs of recovery of the invoice and this, without prejudice to any other right or recourse available to NEZZAR CONSULTING.

The enforceability of future installments for the remaining months due;

• The opening of legal proceedings will be carried out against the defaulting Member.

ARTICLE 7. DURATION AND TERMINATION

7.1. Contract Duration

These Contractual Conditions come into effect upon their acceptance by the Member and remain in force for the duration specified herein. Any subscription to a Program or any type of Content is final and cannot give rise to the termination of the Contract. No refund requests (or contract cancellations) will be processed by NEZZAR CONSULTING. The Content or Service is accessible to the Member once the Order is validated by NEZZAR CONSULTING and confirmed by email.

Subject to the provisions herein, when the Program is discontinued by NEZZAR CONSULTING or in case of breach of these terms attributable to the Member, the latter no longer has access to the Content. When the Program term expires, the Contract automatically ends and the Client no longer has access to the Program. It is specified that when the Content remains accessible for a longer period than the initial Program term, these Conditions remain in force and binding on the Member.

7.2. Contract Termination

7.2.1 Termination at the Member’s Initiative

At any time, the Member can terminate the Contract by sending an email to contact@nezzarconsulting.com, however, no refund of the Content or Service is possible. In such a situation, the Member remains liable for future payments which must be settled at the latest on the date of Contract termination.

7.2.2 Termination at NEZZAR CONSULTING’s Initiative

7.2.2.1. In case of an event meeting the criteria of Force Majeure resulting in the cessation of providing all or part of the Service, NEZZAR CONSULTING may terminate these terms at any time, subject to respecting a notice period of fifteen (15) working days notified to the Member by email. In such a case, payments due after the termination date are not owed and the Contract ends at the end of the aforementioned notice period. Termination based on such grounds does not entitle the Member to any compensation, who thus cannot request the payment of an indemnity due to the premature end of the Service.

7.2.2.2. At any time and in case of serious breach of the Contract attributable to the Member, NEZZAR CONSULTING is authorized to terminate the Contract. Is notably considered as a serious breach that can lead to immediate termination without notice of the Contract:

• Non-compliance by the Member with all or part of the conditions provided herein
• Lack of payment or rejection of payment of one of the monthly installments;
• Repeated unpaid amounts by a Member;
• Any other reason deemed legitimate by NEZZAR CONSULTING. Termination being effective in these cases from the Member’s receipt of a simple termination notification by email. Termination for serious breach does not entitle the Member to any compensation, who thus cannot request a refund of the Program for unconsumed months. When the Contract termination is due to a serious breach attributable to the Member, future Program payments become due on the Contract termination date.

7.2.3 Consequences Related to Contract Termination

When this Contract is terminated for any reason or when the Program ends, the Member no longer has access to the Services. Except for Members whose Contract was unilaterally terminated by NEZZAR CONSULTING and, subject to any contrary mention specified on the Platform, the Member is authorized to access the Content library for up to 24 months after Program subscription. Beyond that, access is permanently deleted. The provisions of these General Terms and Conditions of Sale and Use therefore remain binding on the Member until termination of these terms (however, certain stipulations marked as such remain in force after Contract termination).

ARTICLE 8. MEMBER WARRANTIES AND LIABILITY

8.1. The Member’s identifiers and password are strictly personal and confidential. Each Member therefore undertakes to keep them secret and not to disclose them in any form whatsoever. A Member cannot under any circumstances transfer or grant their identifiers to a third party, whether free of charge or for a fee. Consequently, any use of the Member’s identifiers is made under their full responsibility. Any use not in compliance with these terms will result in immediate termination of access to the Programs under the conditions provided herein, without prejudice to any actions that NEZZAR CONSULTING may take against the Member. In case of loss, theft or misuse of one or more elements composing their identifiers, each Member undertakes to inform NEZZAR CONSULTING as soon as possible. As a security measure, NEZZAR CONSULTING will communicate new identifiers to the Member. In the absence of information received by NEZZAR CONSULTING and unless proven otherwise, any connection or data transmission made using the Member’s identifiers will be deemed to come from the latter and under their exclusive responsibility.

8.2. Each Member undertakes to use and exploit the content of the Services made available by NEZZAR CONSULTING within the framework of the normal use provided for herein. Thus, any attempt at fraud, breach of these terms or malice towards NEZZAR CONSULTING and/or a Member of the Community will be sanctioned by the permanent closure of the defaulting Member’s account. In such a situation and subject to compliance with the provisions herein, NEZZAR CONSULTING reserves the right to suspend and/or permanently close a Member account, particularly in the event of the following events attributable to the Member (non-exhaustive list):

• Non-compliance with all or part of these General Conditions;
• Creation of a Member account with a malicious objective or contrary to the interests of Community Members and/or NEZZAR CONSULTING;
• Provision to NEZZAR CONSULTING by the Member of false, erroneous, inaccurate or incomplete data, particularly with a malicious objective;
• Any attempt at intrusion, fraud or misappropriation of data including Personal Data of a Community Member or NEZZAR CONSULTING teams, or any violation of the Regulation relating to the protection of Personal Data;
• Exploitation, dissemination, reproduction and/or reuse of all or part of the Content or Services, without the express and prior agreement of NEZZAR CONSULTING.

In general, the use of the Service is carried out under the sole and exclusive responsibility of the Member, who undertakes to execute these General Conditions in good faith. In the event of abnormal use or illegal exploitation of the Service, the Member is solely responsible for the damage caused to NEZZAR CONSULTING, to third parties and for any resulting claims or actions. NEZZAR CONSULTING reserves the right to engage the liability of any defaulting Member and to request any compensation for damage suffered. Each Member undertakes, in general, to respect all regulations in force applicable to these terms.

The Member acknowledges and accepts that the Content or Services available on the Platform do not provide any personalized advice to the Member. THE CLIENT ACKNOWLEDGES AND ACCEPTS THAT THE GENERAL GUIDANCE PROVIDED BY NEZZAR CONSULTING MAY NOT BE ADAPTED TO THEIR PARTICULAR SITUATION.

ARTICLE 9. NEZZAR CONSULTING’S RESPONSIBILITY

9.1. Availability and maintenance of the Site The Site is available wherever the minimum technical conditions are met, particularly in terms of access to the mobile phone network, internet network and technical compatibility of the terminal used. NEZZAR CONSULTING makes its best efforts to ensure the proper functioning of the Site and Services, within the limits provided herein. NEZZAR CONSULTING, like its service providers and subcontractors contributing to the provision and availability of the Service, may be led to interrupt the Service in whole or in part for maintenance reasons necessary for the proper functioning of the Service. The Member will be notified as far as possible, and subject to the urgent nature of the operation, by personal information or, at least, by information mentioned on the Site. These maintenance interruptions will not give rise to any compensation and the Service will be accessible as soon as the maintenance operation is completed. Maintenance operations will be carried out as far as possible outside working days and hours.

NEZZAR CONSULTING’s responsibility cannot be engaged in the following cases, without this list being considered exhaustive:

• In case of interruption of the Site for technical maintenance operations or updating of published information;
• In case of temporary impossibility of access to the Site due to technical problems and this whatever their origin and provenance;
• In case of contamination of the Site by possible computer viruses circulating on the network;
• Subject to mandatory legal provisions, in case of direct or indirect damage caused to the Member, whatever its nature, resulting from access to or use of the Site Services (and/or Services or other related websites or applications);
• Subject to mandatory legal provisions, in case of abnormal use or illegal exploitation by a third party of the Site, its Services or Programs, thus causing damage to the Member;
• Subject to mandatory legal provisions, in the event of any failure attributable to third-party service providers (particularly payment);
• In case of loss by any Member of their identifier and/or password, in case of identity theft and use of their data (including their Personal Data) by an unauthorized third party and the consequences that would result (subject to mandatory legislative and regulatory provisions);
• In case of non-achievement of objectives set by the Member (e.g., absence of sales or improvement in their financial situation or deteriorating situation);
• Upon the occurrence of events qualified as Force Majeure within the meaning of the legal provisions of Article 1218 of the Civil Code and, subject to the mandatory legal provisions of the Consumer Code applicable to these terms.

9.2. Limitations of liability regarding Services and Content provided

9.2.1. Content and objectives of the Programs The Member is informed that the Programs have the following objectives in particular:

• Conduct an audit for professional clients wishing to sell their own online program and service
• Build a client acquisition plan to provide the means to achieve their objectives;

Furthermore, the Member expressly declares and acknowledges that NEZZAR CONSULTING is not intended AND is not authorized to carry out any of the following actions (non-exhaustive list):

• An analysis of a Member’s financial situation to then implement personalized recommendations relating, among other things, to financial investment advice, subscription to insurance products or credit operations or other banking operations;
• The recommendation to subscribe in general to banking operations, insurance products or financial securities or contracts;
• The delivery of any regulated advice or service;
• The provision of any other Service not provided for herein.

9.2.2. Exclusions of liability

NEZZAR CONSULTING is only bound to the Member by an obligation of means and provides no guarantee, express or implied, including any guarantee of quality and suitability of the Service to the personal needs of the Member. Similarly, NEZZAR CONSULTING does not commit in any way and cannot guarantee to the Member that the Content or Services of the Platform will allow the Member to achieve or accomplish (through the Programs or Services) the Member’s life objectives, such as generating monthly savings, resolving a financial situation, etc. In general, the Member acknowledges and accepts that the advice presented as part of NEZZAR CONSULTING’s Programs and Services are of a general scope and do not in any way resemble personalized consultations relating, among other things, to financial investment advice, advice on the subscription of insurance products or intermediation in banking operations, payment services and several operations relating to credit contracts.

Thus, the Services and Content have the exclusive vocation of learning how to acquire clients online.

Consequently, the Member acknowledges and releases NEZZAR CONSULTING from all liability in the event that despite subscription to the Programs, no improvement in their financial situation is observed. Indeed, NEZZAR CONSULTING does not guarantee in any way that the application of the advice and content integrated into the Programs will lead to an improvement in the Member’s financial situation and the achievement of their life objectives. Consequently, NEZZAR CONSULTING cannot be held responsible for any damage, direct or indirect, caused to the Member and/or any third party as a result of the use of content on the Platform.

THE CONTENT AVAILABLE ON THE PLATFORM IS WRITTEN IN GENERAL TERMS AND NEVER TAKES INTO ACCOUNT THE PERSONAL SITUATION OF EACH MEMBER.

CONSEQUENTLY, ANY ACTION CARRIED OUT BY A MEMBER, FOLLOWING THE CONSUMPTION OF CONTENT OR THE SERVICE OF NEZZAR CONSULTING AGENCY, IS DONE AT THEIR OWN RISK AND CANNOT ENGAGE THE RESPONSIBILITY OF NEZZAR CONSULTING BEFORE ANY ACTION.

Article 10: Protection of personal data In accordance with the Data Protection Act of January 6, 1978, you have the right to access and rectify personal data concerning you. We declare all our files to the National Commission for Information Technology and Liberties. By adhering to these general conditions of sale, you acknowledge having read our personal data protection policy and consent to us collecting and using this data. By entering your email address on one of the sites in our network, you will receive emails containing information and/or promotional offers concerning products published by Nezzar Consulting LTD or by other partners. You can unsubscribe at any time. To do this, simply click on the link at the end of our emails. This link is preceded by the mention “To unsubscribe or change subscriber options visit:”.

Article 11: Applicable law: All clauses appearing in these general conditions of sale, as well as all purchase and sale operations referred to therein, will be subject to French law.

Article 12: Information about Nezzar Consulting LTD Nezzar Consulting LTD is an American law company whose address is:

Nezzar Consulting LTD Unit 3D North Point House, North Point Business Park, New Mallow Road, Cork, T23 AT2P, Ireland

Email: Contact@nezzarconsulting.com

Site hosting: In France with OVH – 2 rue Kellermann – 59100 Roubaix – France

Design and realization: YUSANET DIGITAL LTD Company