GENERAL TERMS AND CONDITIONS - PRACTITIONERS

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The present Terms and Conditions of Use and Sale (the "Terms and Conditions") are entered into between:

The company ENSOPCO, a simplified joint stock company with a capital of €12.980,09, registered in the Pontoise Trade and Companies Register under number 894 917 459, located at 9 bis rue de la Briqueterie - ZAE des Fauvettes, 95330 Domont, and represented by Mr. Geoffroy Verzat in his capacity as Chief Executive Officer;

Hereinafter referred to as "TEALE";
On the one hand;

And:

Mental health professional(s) offering Therapy Sessions on the TEALE digital platform, accessible via the digital application and the website https://teale.io/ ;

Hereinafter referred to individually as “Practitioner” and collectively as "Practitioners";
On the other hand;

Together referred to as the "Parties" and individually as a "Party";

Whereas:

A. TEALE offers a digital platform accessible via a digital application and website, intended to be offered by companies that have concluded a license agreement with TEALE (the "Companies") to their employees (the "Users") in order to provide the latter psychological support and improve their daily lives (the "Platform");

B. Via the Platform, Users benefit from several features focused on their mental health, including both (i) tools to assess and improve their emotional well-being ("Digital Therapy") and (ii) access to personalized one-on-one sessions with Practitioners ("Therapy Sessions");

C. TEALE hereby wishes to entrust Practitioner, by virtue of his or her skills and experience in the field of mental health, with the task of independently carrying out one or more Therapy Sessions, in return for a fee (the "Consultation Service");

The Parties hereby agree as follows:

ARTICLE 1 - Definitions

"Company” / “Companies"
Refers to companies that have concluded a license agreement with TEALE as defined in this Recital;

"Consultation Service"
Refers to independently conducting one or more Therapy Sessions, in return for a fee, as defined in this Recital;

"Digital Therapy"
Refers to tools to assess and improve Users’ emotional well-being, as defined in this Recital;

"GDPR"
Refers to the General Data Protection Regulation of 27 April 2016 (EU 2016/679);

"License Agreement"
Refers to the agreement by which TEALE has granted the Company a non-exclusive license to offer its employees the possibility to use the Platform;

"Personal Data" or "Data"
Refers to, within the meaning of the GDPR, any information relating to an identified or identifiable natural person (an identifiable person being one who can be identified, directly or indirectly, in particular by reference to a name, an identification number, an online identifier or a specific feature of his or her physical or mental identity);

"Personal Space"
Refers to the space created by a Practitioner once he/she has an account in his/her name on the Platform, allowing Practitioner to communicate with Users and, where applicable, to send invoices to TEALE for Therapy Sessions;

"Platform Services"
Refers to services of messaging and spaces made available on Platform, as defined in article 2;

"Platform"
Refers to a digital platform accessible via a digital application and website, offered by companies that have concluded a license agreement with TEALE to company employees in order to provide the latter psychological support and improve their daily lives, as defined in this Recital;

"Practitioners"
Refers to the mental health professionals accessible via the Platform who conduct Therapy Sessions;

"Request"
Refers to a booking request for a session sent by User to the Practitioner indicating several preferred slots, as defined in article 5;

"Subscription"
Refers to the subscription purchased by the Company for Users, via the conclusion of a License Agreement between TEALE and the Company;

"Therapy Session"
Refers to a personalized one-on-one therapy session with Practitioners, as defined in this Recital;

"User"
Refers to employees of companies that have concluded a license agreement with TEALE;

"Website"
Refers to the www.teale.io website;

ARTICLE 2 - Services offered by the Platform

TEALE provides Practitioners with the following services (the "Platform Services"):

A messaging service intended to connect Practitioners and Users in order to reserve Therapy Sessions;
A space dedicated to the transmission by Users to Practitioners of information useful for the preparation of Therapy Sessions and their individualized follow-up; and
A space dedicated to the transmission by Practitioners to TEALE of invoices corresponding to those Therapy Sessions conducted within the scope of the Subscription.

ARTICLE 3 - Availability of Website and Platform Services

The Platform is accessible via the www.teale.io website and the TEALE digital application (the “Website and Application” or the “Website”) using available technologies, in particular a computer or mobile terminal.

The Website and the Platform Services are accessible 24 hours a day, 7 days a week, save in the event of force majeure or an event beyond TEALE's control or intent, and subject to any interruptions due to maintenance and updating operations necessary for the proper functioning of the Website and the provision of the Platform Services.

The Practitioner hereby acknowledges that the Website and the Platform Services may be suspended at any time, absent notice or any compensation being due to the Practitioner, in order to carry out said maintenance and updating operations.

TEALE shall not be liable in any way for the non-performance of a Therapy Session in the event of the unavailability of the Website or a part thereof, including where such unavailability results from TEALE's actions on the Website.

In the event that a malfunction or technical glitch hinders the proper functioning of the Website or the provision of the Platform Services, TEALE undertakes to carry out the necessary repairs to restore the Website and/or the Platform Services as soon as possible.

ARTICLE 4 – Terms and conditions of access to the Platform Services

Any access to and/or use of the Website by any Practitioner implies his or her unreserved acceptance of and undertaking to comply with all of the present General Terms and Conditions. To this end, the Practitioner acknowledges having read the present General Terms and Conditions.

To register on the Platform and access its Services, the Practitioner must meet the following cumulative conditions:

Have obtained approval of his/her application by TEALE pursuant to the terms and conditions set forth in article 5 herein;
Be registered under Practitioner’s true identity;
Be in possession of a professional liability insurance policy;
Entered true, accurate, complete and current information in Practitioner’s personal space; and
Have accepted the present General Terms and Conditions.

Even following registration on the Platform, the Practitioner undertakes to provide, upon first request, all the supporting documents required by TEALE.

TEALE reserves the right to accept or refuse, without justification and at its sole discretion, any registration on the Website and to suspend and/or delete the Personal Space of the Practitioner who fails to comply with the present Terms and Conditions.

In the event that a Practitioner communicates false information, TEALE may immediately, without notice or compensation, suspend and/or terminate his or her Personal Space.

ARTICLE 5 - Operation of the Platform and its Services

5.1 Creating a Personal Space

In order to access the Platform's features, TEALE performs several checks to evaluate the Practitioner's profile and to verify his or her professional qualifications.

Following said checks, TEALE may confirm the application. It then sends him/her, to an e-mail address communicated by the Practitioner, the information allowing him/her to register and to access Practitioner’s account on the Platform. The Practitioner creates a Personal Space and determines a connection identifier and an associated password (the "Identification Codes"). The Identification Codes are personal, confidential and non-transferable.

The Practitioner is fully responsible for the use of his or her Identification Codes, including in the event of loss, third party access or disclosure, until the Practitioner has actually notified TEALE of the loss, third party access or disclosure of his or her Identification Codes.

5.2 Practitioner Identification

The Practitioner determines the information that allows Users to identify, select and contact him/her for a Session (the "Profile"). TEALE has the right to inspect the information contained in the Profile.

The Profile includes, but is not limited to, the following information:
Photograph of the Practitioner;
Profession of the Practitioner;
Practitioner's specialties;
Languages in which the Practitioner carries out the Therapy Sessions;
Short description of the Practitioner's areas of therapeutic expertise;
Practitioner's contact information (phone number, mailing address, e-mail address);
Practitioner’s chosen means of carrying out Therapy Sessions: by telephone, videoconference or office visit.

Where applicable, the Practitioner's Profile may also include a link referring the User to the Digital Therapy content accessible on the Platform that Practitioner has created for TEALE.

5.3 Practitioner Availability

Practitioner may indicate his or her availability on the Profile, including his or her days off.

If Practitioner chooses to take leave for a week or more, he or she shall provide TEALE at least 48 hours’ written notice.

5.4 Connecting with a User

The User has access to all Practitioner Profiles available on the Platform.

The User carries out a search by entering the criteria of the desired Therapy Session.

Based on the information provided, a list of Practitioners whose Profiles match the User's search criteria is displayed.
The User selects the Practitioner with whom they wish to hold a Therapy Session from the Profiles proposed and contacts him or her directly via the Platform's messaging system.

5.5 Making an appointment for a Therapy Session

To book a Therapy Session, the User sends a booking request to the Practitioner (the "Request").

Within 48 hours of receiving the Request, the Practitioner shall:
Propose to the User two slots (date and time) for a Therapy Session within 2 weeks of the date of the Request. To be booked, the Therapy Session must be confirmed without change to the date and time by the User;
Refuse the Request. In this case, he/she must provide a reason to TEALE by e-mail within 48 hours of the refusal.

The Practitioner has 48 hours to respond. Failure to respond is considered a refusal.

If the Practitioner is on leave of absence as defined in Article 5.3 hereof, the 48-hour period shall run from the time of his or her return.

5.6 Organization of Therapy Sessions

Each consultation lasts 30 minutes for short consultations ('Orientation Calls') and 45 minutes for 'Standard Session”

Regardless of Practitioner's specialty, the Therapy Session is conducted independently of France’s coordinated healthcare pathway system set forth in its Law of 13 August 2004 and as such is not covered by the French social security system.

Depending on the choice made by the User, the Practitioner may receive, for the purpose of preparing for the Therapy Session, all information concerning the User and accessible from his or her own account on the Platform, and in particular User’s results in the self-assessment tests of his or her mental state.

The Therapy Session shall be conducted from the Platform or according to the Practitioners' own means, including in-office Therapy Sessions.

The Practitioner undertakes to offer Users of the Platform Therapy Sessions that fall within their area of therapeutic competence in accordance with the description provided on their Profile. Therapy Sessions are conducted in compliance with the ethical rules applicable to Practitioner’s specialty.

The Parties undertake to inform each other by any written means of any event that may affect the time required to complete all or part of the Therapy Session.

5.7 Cancellation of Therapy Sessions

The User may cancel a Therapy Session. Any Therapy Session canceled by the User less than 24 hours before the scheduled time slot for a Standard Session, and less than 4 hours for an Orientation Call, will be considered as completed, and may be invoiced by the Practitioner under the conditions set out in Article 6 and 7 hereof.

Once the Request has been validated, the Practitioner undertakes to refrain from cancelling the Therapy Session, unless he/she provides TEALE with a valid reason and offers the User at least three new dates and times for the Consultation within 2 weeks of the date of cancellation.

Cancellation of a Therapy Session without cause may result in the termination of this General Terms and Conditions by TEALE pursuant to Section 20.3.

ARTICLE 6 - Payment of Practitioner

In consideration of each Therapy Session, the Practitioner shall receive the lump sum (the "Practitioner's Payment") of fifty euros (€50.00) exclusive of tax for Orientation Calls and seventy euros (€70.00) exclusive of tax for Standard Session

In case of cancellation of the Therapy Session by the User with less than 24 hours' notice before the scheduled time slot, the Practitioner's Payment will be (€35.00) euros exclusive of tax for Standard Session.

ARTICLE 7 - Invoicing and payment of Therapy Sessions

The Practitioner may opt to bill his or her services at the end of each month, by means of a single invoice for all Therapy Sessions conducted during the period.Invoices shall be sent to TEALE via email at: support.partners@teale.io or submitted via the Practitioner's Personal Account. The invoice is payable by TEALE within 30 days of receipt thereof via bank transfer.

Unless a payment date extension is granted by the Practitioner, any delay in payment of all or part of any amount due shall bear contractually agreed interest payable to Practitioner at the legal interest rate.

In addition, the Practitioner may invoke the provisions of Article 20 "Termination for failure of a Party to fulfil its obligations".

TEALE remains a third party to the Therapy Session between the User and the Practitioner.

ARTICLE 8 - Autonomy and independence
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The Parties shall conduct their business in complete autonomy and independence, each bearing the risks of its own acts.

As a non-salaried independent partner, the Practitioner is free to choose days of work and rest, make their schedule and select therapeutic methods in accordance with the rules applicable to Practitioner’s specialty and ethical obligations, as well as their preferred means to conduct the Therapy Sessions.

Neither the Practitioner nor TEALE are subject to any mutual obligation of exclusivity.

Each of the Parties is free to enter into contract(s) similar or equivalent to this General Terms and Conditions with any natural or legal person, whether or not competing with the other Party, but also to provide their services to their own clients.

ARTICLE 9 - Practitioner's representations and obligations

9.1 Practitioner's representations

The Practitioner hereby represents:

That he/she is not incapacitated in any way;
That he/she has complied with and undertakes to comply with all legal, regulatory, contractual and ethical provisions applicable to his/her status in order to provide the Therapy Sessions;
That he/she has the necessary know-how and skills to be able to carry out the Therapy Sessions; and
That all information provided to TEALE attesting to his or her training and skills is accurate.

9.2 Practitioner’s obligations

The Practitioner undertakes to:

Use its best efforts and exercise all due diligence in order to carry out the Therapy Sessions;
Inform TEALE as soon as possible if a dispute arises with a User in relation to the Therapy Sessions;
Provide TEALE, at its request, and prior to the signing of those General Terms and Conditions, with his/her insurance certificate and proof of identity, training and skills in relation to the Therapy Sessions;
Alert TEALE to any event of which he/she may be aware and which may affect the schedule or objectives pursued;
Notify TEALE of any failure to put in place the organization required for the proper performance of the Therapy Sessions; and
Engage all appropriate means for carrying out the Therapy Sessions, Practitioner alone having defined and chosen said means.

ARTICLE 10 - TEALE's obligations
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In consideration of the performance of the Therapy Sessions, TEALE undertakes to pay the Practitioner the amounts set out in Article 7 "Invoicing and payment of Therapy Sessions ". TEALE undertakes to provide Practitioner with all the documents, information and explanations necessary for the latter to carry out the Therapy Sessions under the best possible conditions.

In the event of difficulties in the performance of a Therapy Session, TEALE undertakes to take all necessary steps to resolve any difficulties notified to it by the Practitioner.

In any event, TEALE is a third party to the agreement formed between the Practitioner and the User with a view to conducting a Therapy Session and can only be held liable for the Platform Services it offers.

ARTICLE 11 - Prohibition of subcontracting

The Practitioner is expressly prohibited from subcontracting or any other system or practice that has the effect of delegating the performance of a Therapy Session to a third party.

Any breach of this obligation shall result in the immediate termination, absent notice or compensation, of the present General Terms and Conditions .

ARTICLE 12 - Intellectual property

TEALE holds all property rights relating to the editorial, graphic, audio, video, software and other content of the Website, including the TEALE trademark, with the exception of information provided by Users and Practitioners.

Practitioners agree to refrain from any infringement of TEALE's intellectual property rights.

No functionality of the Website may be used by the Practitioner the purpose or effect of which infringes the intellectual property rights attached to the Website and the content thereof.

The Practitioner expressly undertakes:

To use the Website for the sole purpose of benefiting from the Platform Services and performing the Consultation Service;
To refrain from infringing the intellectual property rights held by TEALE in respect of its Website, content and trademarks, or those held by third parties in respect of the items they post on the Website via the Platform Services;
To refrain from creating, attempting to create or assisting a third party to create, from the Website or any of its content, a website or a service aimed at offering directly or indirectly, free of charge or against payment, a service identical or comparable, in whole or in part, to the Platform Services; and
To preserve the confidentiality of his or her Identification Codes and take all measures to ensure that no third party, in any capacity whatsoever, has access to said Identification Codes or can improperly access all or part of the Platform Services.

ARTICLE 13 - Liability
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In accordance with article 2 hereof, TEALE provides the Practitioner solely with a service of connecting Practitioner with Users for the performance of Therapy Sessions. TEALE shall not be liable for any event that may occur during a Therapy Session. In particular, the documents and recommendations made available by TEALE to Practitioners on the organization and follow-up of Therapy Sessions, in any, are not binding and are not included in the Platform Services. Practitioners are solely responsible for any direct damage they may cause as a result of inaccurate, incomplete and/or misleading information they provide at the time of their registration or in the event such information has not been updated.

Practitioners expressly agree to refrain from publishing any content that is abusive, defamatory, disparaging, slanderous, racist, xenophobic, contrary to morality and good manners, infringing, prejudicial to public order or to the rights of third parties, likely to infringe the rights, reputation and image of TEALE and, more generally, whose content may infringe the law and/or regulations.

The Website and the Platform Services are provided as is. TEALE shall not be held liable for any malfunction of the Website or Platform Services, such as, in particular, a lack of availability.

TEALE shall use its best efforts in providing the Platform Services and, more generally, for the performance of the present Terms and Conditions.

The Practitioner hereby accepts the characteristics and limitations of an online service and, in particular, acknowledges that:

He/she is aware of the hazards of providing online services, particularly with regard to response time;
It is his/her duty to undertake all necessary measures to ensure that the technical characteristics of his/her computer and/or computer network allow Practitioner to access the Website and use the Platform Services;
He/she acknowledges that he/she is solely responsible for his/her access to the Internet; and
It is his/her duty to undertake all appropriate measures to protect his own data and/or software from contamination by any viruses circulating on the Internet or contracted by any other electronic means.

The Practitioner alone is considered the author of the content of his or her Profile and this content remains under his or her sole and entire liability. In the event that the Practitioner provides false, inaccurate, inappropriate or illicit information, TEALE shall not be held liable in any way.

TEALE shall not be held liable for barring access to content published by a Practitioner that is of an unlawful nature.

ARTICLE 14 - Personal data

14.1 Practitioner Personal Data

TEALE, as data controller under the GDPR, collects the Practitioner's Personal Data such as their name, address, professional qualifications, telephone number, email address and bank details.

The Practitioner is hereby informed that this Data is subject to automated processing by TEALE in order to allow Practitioner to access and navigate the Website, to use the Platform Services, and to make his/her Profile accessible to the Users of the Platform for the purpose of carrying out Therapy Sessions.

TEALE undertakes to take all necessary steps to ensure the security and confidentiality of such Data.

The Practitioner's Personal Data is kept for the time strictly necessary for his/her use of the Platform Services in the context of the Consultation Service.

The Practitioner has the right to access, rectify, oppose and withdraw his or her personal data collected by TEALE by sending a request to the following e-mail address: support.partners@teal.io.

In addition, the Practitioner has the right to the portability of such Data, the right to obtain from TEALE the deletion and limitation of personal data, as well as the right to lodge a complaint with the French supervisory authority (the CNIL) via the address https://www.cnil.fr/fr/plaintes.

This data may be communicated to him within the scope of transparency rules (KYC) designed to combat tax fraud, money laundering and the financing of terrorism.

14.2 Users' personal data

The Practitioners undertake to comply with the legal, regulatory and ethical obligations applying to them when they obtain in the course of using the Platform Services the transmission of the Personal Data of the Users of the Platform.

In performing the Therapy Sessions, TEALE acts as a subcontractor to the Practitioner within the meaning of the GDPR.

14.2.1 Purpose of the Subcontract
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The processing that is the subject of the subcontracting consists essentially of accessing, consulting and using the User Data communicated by the latter to TEALE, with a view to carrying out Therapy Sessions via the Platform.

The Personal Data that may be subcontracted out to TEALE include the following:

Name and surname of the User;
User's e-mail address;
Information provided by the User on the Platform, including:
Via Digital Therapy questionnaires and content; and
By making an appointment with the Practitioner for Therapy Sessions.
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14.2.2 TEALE’s obligations

When acting as a subcontractor, TEALE undertakes to:

Process data only for the purpose of carrying out Therapy Sessions;
Process data in accordance with the Practitioner's instructions. If TEALE considers that an instruction constitutes a breach of the GDPR, it shall so inform the Practitioner immediately. In addition, if TEALE is required to transfer data to a third country outside the European Union or to an international organization, either under E.U. law or the law of the Member State to which it is subject, it shall inform the Practitioner of this legal obligation prior to processing, unless the relevant law prohibits such information on important grounds of public interest;
Guarantee the confidentiality of personal data processed under those General Terms and Conditions ;
Ensure that persons authorized to process Data hereunder undertake to maintain the confidentiality of such Data and are adequately trained in the protection of personal data;
Incorporate the principles of data protection by design and data protection by default in providing the Services via the Platform;
Provide Users with information about the processing of their data at the time of collection, in accordance with the terms of its privacy policy, available on the Website at https://teale.io/fr/politique-de-confidentialite (the "Privacy Policy").

14.2.3. Sub-subcrontracting

TEALE may use another subcontractor to carry out specific processing activities.

In this case, it shall inform the Practitioner in advance and in writing of any changes planned concerning the addition or replacement of other subcontractors. This information must clearly indicate the processing activities subcontracted, the identity and contact details of the subcontractor and the dates of the subcontract. The Practitioner has a minimum of 7 days from the date of receipt of this information to raise objections.

Said sub-subcontracting may only be carried out if the Practitioner has failed to raise any objections within the stated period.

14.2.4 Exercise of Users' Rights

To the extent possible, TEALE undertakes to assist the Practitioner when it is required to comply with requests to exercise Users' rights: the right of access, rectification, deletion and opposition, the right to limitation of processing, the right to portability of Data, and the right not to be subject to an automated individual decision.

Where Users make requests to TEALE to exercise their rights, TEALE shall forward such requests immediately upon receipt by e-mail to the relevant Practitioner.

14.2.5 Notification of Personal Data Breaches:

TEALE shall notify the Practitioner of any breach of a User's Personal Data as soon as possible after becoming aware of the breach. Such notification shall be accompanied by all relevant documentation to enable the Practitioner, if necessary, to notify the relevant supervisory authority of the breach.

14.2.6 Safety measures:

TEALE undertakes to take appropriate technical and organizational measures to ensure the security of Data processing and in particular to develop:
Pseudonymization and encryption of Personal Data;
Means of ensuring the continued confidentiality, integrity, availability and resilience of processing systems and services;
Means to restore the availability of and access to Personal Data in a timely manner in the event of a physical or technical incident;
Procedure to regularly test, analyze and evaluate the effectiveness of technical and organizational measures to ensure the security of the processing.

14.2.7 Final destination of Data:

TEALE undertakes to delete or anonymize Users' personal data in accordance with the conditions set out in its Privacy Policy.
At the option of the Practitioner, TEALE may delete or return to the Practitioner the Personal Data of Users for which it acts as a subcontractor.

14.2.8 Record of categories of processing activities:

TEALE hereby represents that it maintains a written record of all categories of treatment activities performed on behalf of the Practitioner, including:
The name and contact details of the Practitioner on whose behalf it is acting;
Categories of treatments performed on behalf of the Practitioner;
To the extent possible, a general description of the technical and organizational security measures taken in processing such Data.

14.2.9 Documents:

TEALE shall make available to the Practitioner upon request the documents necessary to demonstrate compliance with all of its obligations and to enable and assist in audits, including inspections.

14.2.10 Practitioner’s obligation

As the data controller, the Practitioner undertakes to comply with the requirements of the GDPR.

ARTICLE 15 - Term

The present General Terms and Conditions take effect on the day of their acceptance by the Parties.

Said General Terms and Conditions are deemed to be concluded for a fixed period of twelve (12) months from the date of acceptance hereof.

The Parties agree that the present General Terms and Conditions will be automatically renewed thereafter, under the same terms and conditions, for an identical period.

This automatic renewal shall take place unless one of the Parties provides notice of termination to the other by any means, at least one (1) month prior to the expiration of the current contractual period.

ARTICLE 16 - Confidentiality

The Parties undertake, throughout the term of those General Terms and Conditions and for a period of five (5) years following its termination, for whatever reason, to maintain complete confidentiality, by refraining from disclosing, directly or indirectly, any information, knowledge or know-how whatsoever concerning another Party and their operating procedures to which they may have had access in the performance of those General Terms and Conditions (the "Confidential Information"), unless the said information, knowledge or know-how has fallen into the public domain or its disclosure is rendered necessary by a specific regulation or an administrative or judicial injunction.

ARTICLE 17 - Hardship

Each of the Parties represents that it expressly waives the right to avail itself of the provisions of Article 1195 of the Civil Code and the unforeseeable circumstances provided for therein, undertaking to assume its obligations even if the contractual balance is upset by circumstances that were unforeseeable at the time of the conclusion of the present General Terms and Conditions and even if their performance proves excessively onerous, and to bear all the economic and financial consequences thereof.

ARTICLE 18 - Force Majeure

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as set forth herein, results from an event of force majeure, as defined in Article 1218 of the Civil Code.

The Party experiencing the event shall immediately inform the other Party of its inability to perform its obligations and justify this to the latter. The suspension of obligations shall in no event trigger liability for non-performance of the obligation in question, nor shall it lead to the payment of damages, liquidated or otherwise.

The performance of the obligation shall be suspended for the duration of the force majeure if it is temporary and does not exceed fifteen (15) days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to immediately resume normal performance of their contractual obligations.

To this end, the Party whose performance was prevented shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any document delivered without call for service of process. If the event preventing performance is definitive or exceeds a period of fifteen (15) days, the present General Terms and Conditions shall be unreservedly and unconditionally terminated in accordance with the terms and conditions set forth in Article 20 herein.

ARTICLE 19 - Exception of non-performance

Pursuant to Article 1219 of the Civil Code, a Party may refuse to perform its obligation, even though it is due, if the other Party fails to perform its own and if such non-performance is sufficiently serious, i.e., likely to jeopardize the continuation of the General Terms and Conditions or to fundamentally upset its economic balance.

The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notification of default sent to it for this purpose by the Party suffering the default, indicating the intention to apply the exception of non-performance for as long as the defaulting Party has not remedied the default noted, served by e-mail with acknowledgement of receipt or registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of sending.

This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date and that the consequences of this non-performance are sufficiently serious for the Party experiencing the default.

This option is used at the risk of the Party taking the initiative.

ARTICLE 20 - Termination

20.1 Termination by the Parties

The Consultation Service may be terminated freely and without cause by the Parties before the end of the agreed term.

The Parties shall provide one (1) month's notice, sent by any means to the other Party.

20.2 Termination for force majeure or hardship

Termination by operation of law for force majeure or hardship, notwithstanding the Termination for failure of a party to fulfil its obligations set out below, may only take place fifteen (15) days after a formal notice has been sent, stating the intent to invoke this provision and notified by e-mail with acknowledgement of receipt or registered letter with acknowledgement of receipt or any document delivered without call for service of process.

20.3 Termination for failure of a Party to fulfil its obligations

In the event of non-compliance by either of the Parties with any of the obligations referred to in the present General Terms and Conditions, this may be resolved at the discretion of the injured Party.

Subject to the provisions of Article 11 hereof, it is expressly understood that such termination for failure by a Party to fulfil its obligations shall take place by operation of law fifteen (15) days after a formal notice to perform has been sent and has remained, in whole or in part, without effect.

The formal notice may be notified by e-mail with acknowledgement of receipt or by registered letter with acknowledgement of receipt or any document delivered without call for service of process.

Said notice shall state the intention to apply this provision.

20.4 Consequences of Termination

Termination of those General Terms and Conditions shall result in the immediate deletion by TEALE of the Practitioner's Personal Space.

If a Therapy Session had been booked with the Practitioner for a slot following termination, the Practitioner shall free to choose whether or not to perform the Therapy Session. If so, the Practitioner's Space shall be maintained until said Therapy Session.

As an exception, if the termination is related to a breach of duty by the Practitioner, TEALE may decide to cancel the Therapy Session and inform the User accordingly.
During this period, the Practitioner's Profile shall no longer appear in the search criteria of Users and no Therapy Session Request can be made.

Following termination, the Practitioner shall remain bound by the duty of confidentiality set forth in Article 16 hereof.

ARTICLE 21 - Amendment

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TEALE reserves the right, in its sole discretion, at any time and without notice, to modify the Website or to amend the present General Terms and Conditions.
If the present General Terms and Conditions are amended, a notice of amendment shall be made available to Practitioners at least 48 hours prior to taking effect.
The Practitioners then have a period of 48 hours to agree to the new General Terms and Conditions. Silence on the part of the Practitioners shall be deemed acceptance.

ARTICLE 22 - Assignment

The Consultation Service is performed intuitu personae, so that each Party has agreed to the present undertaking solely in view of the qualities of the other Party.

Therefore, those General Terms and Conditions shall not be transferred or assigned.

ARTICLE 23 - Applicable Law - Language of the Contract

By express agreement between the Parties, these General Terms and Conditions are governed by and subject to French law.

The original version of the present document is in French. In the event that it is translated into one or more languages, solely the French version shall govern and control in the event of a dispute.

ARTICLE 24 - Invalidity and independence of provisions

The possible invalidity of one or more provisions of the present General Terms and Conditions by a court decision, arbitration award or mutual agreement between the Parties shall not affect the other provisions, which shall continue to have full and complete effect insofar as the general structure of the General Terms and Conditions can be safeguarded.

In the event that the execution of one or more of the provisions of those General Terms and Conditions is rendered impossible due to its invalidity, the Parties shall attempt to jointly draft a new provision whose intent and form shall be as close as possible to the previous provision, the other provisions of the General Terms and Conditions remaining in force.

Failing such, or in the event that the general economy of the General Terms and Conditions is fundamentally disrupted, the Parties may, by mutual agreement formalized in writing, declare the present General Terms and Conditions cancelled in its entirety.

ARTICLE 25 – Entire agreement

The present General Terms and Conditions constitute the entire agreement of the Parties concerning their performance hereunder, superseding any document, letter, offer or other previous written or oral agreement having the same purpose.

ARTICLE 26 - Disputes

26.1 Settlement

With a view to jointly finding a solution to any dispute that may arise in the performance of those General Terms and Conditions , the Parties agree to meet within fourteen (14) days of receipt of a registered letter with acknowledgement of receipt, notified by one of the two Parties.

This settlement procedure is a prerequisite to the institution of legal proceedings between the Parties. Any legal action brought in violation of this clause shall be dismissed.

However, if following a period of one (1) month the Parties are unable to agree on a compromise or solution, the dispute shall be submitted to the jurisdiction designated herein.

26.2 Conciliation

In the event of failure of the above settlement procedure, and in accordance with Article 1530 of the Code of Civil Procedure, in the event of difficulties arising from the performance, interpretation or termination of their contract, the Parties undertake, prior to any litigious action, to submit their dispute to a competent conciliation center in accordance with the provisions set out in the rules of said center.

Pursuant to the provisions of Article 122 of the Code of Civil Procedure, pending said procedure, the Parties shall refrain from taking any legal action against each other, failing which said action shall be liable to dismissal.

During the conciliation process, the limitation period is suspended. Following a period of thirty (30) days, the conciliation attempt shall be deemed completed.

Pursuant to Article 1531 of the Code of Civil Procedure, the conciliator is bound by a duty of confidentiality.

26.3 Jurisdiction

In the event of failure of the two procedures attempting settlement and conciliation referenced herein, all disputes arising out of the present General Terms and Conditions concerning its validity, interpretation, performance, termination, consequences and aftermath, shall be submitted to the competent courts of the city of Paris, France.

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