Terms and Conditions of Use Workline UK

PREAMBLE

These Terms and Conditions of Use apply to the commercial dealings between the company BJT PARTNERS, joint stock company to 100 euros of capital, registered with the RCS PARIS under No. 480 234 210 whose registered office is 26 rue Friant, 75014 Paris, France) (hereafter "BJT PARTNERS" or "Provider") and its customers (hereafter "Subscriber" or "Client") using this service for any professionnal activity. These Terms and Conditions of Use set out the rights and obligations of the Parties under the provision and use of telephonic services. The Client may save, print and retain these Terms and Conditions of Use as well as all other provisions contained in any other document, unless otherwise specified by prior written consent. In the case of a particular clause of these Terms and Conditions of Use becoming unenforceable for any reason whatsoever, this clause would be modified to become applicable. The Client is reminded that BJT PARTNERS can be contacted through the online forms provided on the site www.worklineapp.com or at the following mailing address: BJT Partners, Workline, 26 rue de Friant, 75014 Paris, FRANCE. It is agreed that the governing language herein is English. Any subscription to the service signifies acceptance of the Terms and Conditions of Use.

DEFINITIONS

The “Workline Application” is a smartphone application by BJT Partners that allows the addition of a professional phone line to any personal smartphone. “Service” designates all services provided by BJT Partners following a download of the Workline application. The “Client” or “Subscriber” is any person downloading the Workline application and subscribing to the Service offered by BJT Partners. “Registration” is the process by which the Subscriber take steps to access and benefit from the Service. The “Personal Number” is the Client’s mobile telephone number provided upon registration. The “Workline Number” is the mobile telephone number that BJT Partners transmits to the Subscriber upon Registration.

1. Description of service

Workline is a smartphone application (iOS and Android only) developed by BJT Partners that allows a professional phone line to be added to a personal smartphone. The Workline application includes various features such as personalized voicemail, scheduled opening hours (so as not to receive calls in the middle of the night or on the weekend), and the option to send or receive text messages via the Workline number. It is also possible to make calls from the Workline Number in place of the Personal Number.

2. Prerequisites and registration

The Workline application can only be used by professional Clients located in United Kingdom (U.K.). The Client must own an Android or iOS smartphone with internet access and a service subscription with an mobile operator within U.K. to be able to use Workline. Anyone wishing to benefit from the Service must download the Workline Application and register with an email address and personal mobile phone number, which must be a O2, EE, Orange, T-Mobile, Three or Vodafone mobile number. The Workline Application cannot be used if the Client’s mobile plan is with a provider other than those listed above. BJT Partners will communicate to the Subscriber a new phone number (the Workline Number). All calls to the Workline number will be transferred to the Client’s Personal Number. Calls originating from the Workline application use the default plan of the Client’s mobile operator. The Workline application dials the phone number of the BJT Partners server, which connects to the number that the client wishes to call through the Workline Number. However, call reception does not use the default plan of the Client’s mobile operator (except when roaming). Similarly, text messages sent and received via the Workline Number do not use the SMS package of the Client’s mobile operator. The Workline Application requires an internet connection (wifi or mobile) to assure its correct function. A description of the Service offered by BJT Partners is available on the website www.www.worklineapp.com. It must be remembered, however, that the Service can only be used directly from the Workline Application.

3. Acceptance and modification of Workline

Persuant to article 1369-4 of the Civil Code, as pertains to electronic services, BJT PARTNERS provides its customers with contractual conditions applicable to the Service and the various steps required to enter into this contract.on its website, www.worklineapp.com. Prior to the conclusion of the contract, BJT PARTNERS will implement the technical means for the user to identify and correct errors in data entry. To subscribe to the Service, the Subscriber must complete all required fields on the online registration form and confirm registration. By checking the box "I have read and agree to the T&Cs of Use," the Subscriber acknowledges all provisions of these Terms and Conditions of Use and agrees to submit to them without reservation. The Subscriber acknowledges full legal capacity or has permission of an authorized person to engage under these Terms and Conditions of Use, understanding that the service is only available to non-minors. Downloading and use of the Workline application implies full acceptance of these Terms and Conditions of Use by the Subscriber. At any time, the Subscriber may change the information and the parameters of his or her online account. Any costs (subscriptions to the internet, etc.) incurred through Subscription to and use of the Service are the sole responsibility of the Subscriber. The Subscriber guarantees that the information communicated is accurate and truthful. The Subscriber will also update BJT Partners without delay in case of any change of data communicated during registration and, where appropriate, proceed themselves with said modifcations. All information concerning use of the Service is provided on the site www.worklineapp.com. For further site information, subscribers can contact customer service using the online contact form. Because customer service only works in French or English, a response to messages written in other languages cannot be guaranteed. BJT PARTNERS reserves the right to change the method of service use as well as the Terms and Conditions of Use at any time. Clients are informed of each of these changes by email (sent to the email address provided upon registration) as well as on the site www.worklineapp.com. Any and all changes to the Terms and Conditions of Use shall apply to all Clients, including those registered prior to the change. Any business relationships with BJT PARTNERS will automatically cease if the Client informs BJT PARTNERS of his or her refusal to abide by the modified Terms and Conditions of Use, which will, by default, with a delay of more than 8 days counting the day of the revision to the Terms and Conditions of Use, represent the Client’s acceptance of the modified Terms and Conditions of Use.

4. Packages

Upon registration, the Subscriber chooses one of the two following options: Package 1 (rate of 9,99 £ before V.A.T. per month): this option includes 300 minutes of call time to the Workline Number or outgoing calls to U.K. numbers (excluding Premium Rate Numbers, directory enquiries services, non-geographic numbers (starting 08, 05), 01 and 07 numbers allocated to network operators in Jersey, Guernsey and the Isle of Man) and 50 text messages to U.K. mobile numbers (excluding Premium Rate SMS, directory enquiries message services, Premium Rate shortcodes and subscription services). Package 2 (rate of 19,99 £ before V.A.T. per month): this option includes unlimited incoming calls to the Workline Number, unlimited outgoing calls to U.K. numbers (excluding Premium Rate Numbers, directory enquiries services, non-geographic numbers (starting 08, 05), 01 and 07 numbers allocated to network operators in Jersey, Guernsey and the Isle of Man), and 200 text messages to UK mobile numbers (excluding Premium Rate SMS, directory enquiries message services, Premium Rate shortcodes and subscription services). These packages are subject to restrictions of use under Article 9 of these Terms.

5. Rates

Applicable rates are those in effect at the time of subscription and correspond to the prices listed on the site www.worklineapp.com.

6. Modification of rates

BJT Partners reserves the right to change its rates at any time. Any lowering in rates can be brought about by BJT Partners without specific deadlines. In the case of a rate increase, the Client will be notifed at least thirty (30) days before its enforcement by a message sent to the contact e-mail address. In this case, the client will not be able to claim any financial compensation. Continued use of the Service or non-termination of the Service after a period of 30 days will signify the Client’s acceptance of the new rates.

7. Taxes

All rates listed in these Terms or on www.worklineapp.com are denominated in British Pound excluding tax. VAT applicable in United Kingdom is 20%.

8. Billing and mode of payment

The payment of the service can be made via AppStore and Google Play by the Client through their smartphone, with it being specified that the Service works only with prepayment. The monthly payment is therefore subject to a debit on the anniversary of the subscription. It is also possible to make in-app purchases which enable the Customer to obtain additional credits (airtime and SMS) for exceeding the limits of the subscription. Payments are made via AppStore or Google Play, with invoices issued directly by AppStore or Google Play. No invoice will be provided by BJT Partners. BJT Partners reserves the right to allow the future payment for its services by debit card. In the case of payment by bank card, invoices will be sent by BJT Partners.

9. Restrictions of use

Personal use - the Service does not accommodate personal use in a professional setting. The use of the Service is thus limited to one person and should not be used for customer service, call control, etc. Accessibility - the Service is only available to subscribers in United Kingdom and only telephone lines in United Kingdom. Receiving and sending texts - sending text messages through the Workline application is only possible for UK mobile numbers. It is also not possible to send or receive MMS messages with the Workline Number. If exceeding Package 1 or 2, the Service will be charged at 0.10 £ excl. VAT per extra SMS. The receiving and sending text messages is for interpersonal use only. In case of an imbalance between the number of SMS sent and the number of SMS received, BJT Partners reserves the right to restrict access to the service. Receiving and sending calls - calls to the Client’s Workline number can only be redirected to a U.K mobile phones, which must be a O2, EE, Orange, T-Mobile, Three or Vodafone mobile number. *Package 1 includes 300 minutes of incoming calls on the Workline Number or outgoing calls to landlines and mobile numbers in UK. Beyond these limits, the Service will be charged on the basis of 0.05 £ € excl. VAT per additional minute of received or outbound calls. *Package 2 includes received calls on the Workline Number and outgoing calls to landlines and mobile numbers in UK, to or from a maximum of 150 different telephone numbers per month. Each call cannot exceed 3 hours. Beyond these limits, BJT Partners reserves the right to restrict access to the Service. Transferability- Use of the Service is personal, and any transfer of the service, free or paid, is prohibited.

10. Quality of service

BJT Partners commits to put forth its best efforts in order to satisfy the needs of its clients, but does not guarantee a flawless delivery of the Service. BJT Partners cannot be held responsible for difficulties with execution of the Service or their eventual consequences. Incidents regarding the provision of service by BJT Partners may be addressed to BJT Partners, 24/7, at the following email address: support@worklineapp.com. BJT Partners will strive to respond to the Clients in under 72 working hours.

11. Appeal

BJT Partners keeps elements regarding billing at the disposal of the Client. Billing of the Client is based BJT Partners’ computer system’s recorded data, which is stored for 12 months. This data serves as proof of the use of the Service by the Client. In case of dispute with respect to the amounts invoiced by BJT Partners for use of the Service, the Customer must submit notification by letter with an acknowledgment of receipt or by email at support@worklineapp.com within thirty (30) days of the date of issue of the invoice, stating the invoice number of issue. The Client is liable for payment pending the outcome of the dispute.

12. Termination

At the initiative of the Client - The Client may terminate the contract at any time without penalty, as long as termination happens specifically through the Workline application. It is expressly agreed that in the event of termination, fees for the Service corresponding to the current month are not refundable. Furthermore, credits purchased but not used are not reimbursable in the case of termination. At the initiative of BJT Partners - BJT Partners reserves the right to immediately terminate the contract if the Client does not honor the monthly payments required by the contract. BJT Partners also reserves the right to terminate the contract if the Client does not comply with these Terms and Conditions of Use. BJT Partners may terminate the monthly subscription from one month to another on the anniversary date of the subscription with a notice of thirty (30) days without cause. In this case, BJT Partners will refund the Client the subscription fee in proportion to the remaining term. In all cases, BJT Partners will inform the Client by phone or email. The Subscriber shall not claim compensation from the Workline tesm, whatever the cause of termination of the contract or the temporary or permanent deactivation of Service.

13. Property

The Client does not own the Workline Number provided by BJT Partners. BJT Partners is the exclusive owner of this number. In case of breach or termination of contract, whatever the reason, this number may be assigned to another client after a period of 6 months. BJT Partners will never be liable for any damages resulting from such reassignment.

14. Responsibility

BJT Partners cannot be held responsible for content transferred through the Service. As such, the Client holds sole reponsibility for the content of transmissions. The Client agrees to use the Service in accordance with the regulations in force and not to distribute illicit content. It is thus prohibited to use the Service to make shocking, indecent, threatening, anonymous or fraudulent calls, or calls in connection with illegal activities. The Client must take all precautions to ensure that such a situation does not arise. BJT Partners is committed to providing the care necessary for the implementation of the services offered through its Workline Application. However, BJT Partners cannot be held responsible for consequences and possible damages resulting from occasional disturbances. In particular, BJT Partners cannot be held liable for message deletion or failure to store messages or communication details received through the Service. In any event, the responsibility of BJT Partners can only be held within a limit of damages which may not exceed, per incident and service concerned, the amount invoiced for the month preceding the occurrence of the damaging event.

15. Compensation

In the case that the responsibility of BJT Partners is sought due to failure by the Client to fulfill their obligations under the law or these Terms, the latter undertakes to guarantee BJT Partners against any imposed sentence, with this warranty covering all legal costs, indemnities and attorney fees that would be incurred.

16. Force Majeure

Those usually retained by the French courts are considered force majeure. In case of force majeure, the responsibility of any of the parties to perform or delay performance of one or more obligations contained in this Agreement will not be engaged.

17. Technology, freedom and privacy

BJT Partners meets the standards of protection of privacy and has been declared in accordance with the "IT and Freedom" law by the Commission Nationale Informatique et Libertés (CNIL) in France. The information provided by the Client on the website www.workline.com enables BJT Partners to identify the client and facilitate the use of the Service, with BJT Partners as sole possessor of information about the Subscriber. All information taken on our databases is archived in a secure environment. Only certain employees of ours have access to this information, which they will only use as necessary. Under the Data Protection Act No. 7817 of 6 January 1978 the Client has the right to access and rectify data concerning him or her as well as the right of opposition. BJT Partners, however, reserves the right to include the name of the Client’s company on its website www.worklineapp.com and any other commercial support, barring prohibition by the Client. The Client can edit contact information at any time directly on www.worklineapp.com or at the following address: BJT Partners, Workline, 26 rue Friant, 75014 Paris, FRANCE. The Subscriber accepts that BJT Partners can send them information relative to the functionality and developments of the Service. The Subscriber agrees that BJT Partners can transmit promotional information in an accurate and timely manner. The Subscriber may request to stop receiving promotional information from BJT Partners at any time. Such a request can be made by email or by simply clicking the unsubscribe link. With credit card payments, the Client’s banking information (i.e. credit card number, expiration date) will be encrypted by an SSL banking partner. It will be in accessible to third parties.

18. Archiving and data storage in the Workline Application

BJT Partners archives electronic media and/or digital documents, information and data relevant to the use of the Service by the Client. The Client can access items and archived on their account via the site www.worklineapp.com. It is understood that the information, data and documents stored have evidential value for both parties. Furthermore, to allow the Client to recover data for reinstallation of the Workline Application, BJT Partners stores on its servers (i) the Client's messages for a period of one (1) month and (ii) the call logs for a period of one (1) month. SMS messages and Client settings are deleted upon termination of the Subscription. However, call logs, voicemail messages and SMS messages deleted by the Client are immediately deleted from BJT Partners’ servers. Lastly, in the event of cancellation by the Client or BJT Partners, messages, call logs, SMS messages and Client settings will be deleted and inaccessible for reinstallation of the application.

19. Governing Law and jurisdiction

Commercial relations between the parties are governed by French law and in particular by the provisions of the Civil Code. By their acceptance hereof, the Client irrevocably gives exclusive jurisdiction to the Paris Commercial Court for any dispute relating to these, including, but not limited to, validity, interpretation, execution and/or termination and suits, even in cases of multiple defendants, introduction of third parties or emergency.

20. Partial invalidity

If one or more provisions of these Terms and Conditions of Use are held to be invalid or declared as such under any law, regulation or following a final decision of a competent jurisdiction, the remaining provisions will remain in full force and effect.