Terms of sale for organisers

General terms and conditions of sale

Article 1. Purpose and scope

These general terms and conditions of sale (the "Terms") govern the services sold by Finishers, a French simplified joint-stock company (société par actions simplifiée) with a share capital of 32,624.90 euros, registered with the Lyon Trade and Companies Register under number 891 456 758, whose registered office is at 20 rue Lortet, 69007 Lyon, France ("Finishers"), to business customers, in particular sports event organisers (the "Customer").

They apply to all Finishers services, in particular ticketing, under full management, shared sales or affiliation (Schedule 1), the purchase of bibs for resale (Schedule 2), the resale of bibs between participants (Schedule 3), the Finishers Memories photo platform (Schedule 4), event websites and their maintenance (Schedule 5), visibility on finishers.com and Finishers' media (Schedule 6) and company mini-sites (Schedule 8). Schedule 7 governs the processing of personal data carried out on behalf of the Customer.

Communication and advertising services on the media marathons.com, mytrails.com, triathlons.com, stadion.com and 220bpm.com are sold by Finish Line Media, a subsidiary of Finishers, and governed by its own general terms and conditions of sale, published on legal.finishers.com. Finishers may however sell these services itself, in particular together with its own Services. They are then governed by these Terms and, as regards their performance, by the schedules of Finish Line Media's general terms and conditions of sale relating to the service concerned, which form an integral part of the Contract.

The Terms prevail over the Customer's general terms of purchase, unless Finishers agrees otherwise in writing and in advance.

Article 2. Definitions

• Quote: document issued by Finishers describing the Services ordered, their price, their duration and their specific terms, whatever its name (quote, proposal, purchase order).
• Event: the sports competition or event organised by the Customer and referred to in the Quote, whatever the edition concerned.
• Participant: any person who registers for, or buys or resells a bib for, the Event, or whose image is captured at the Event.
• Platform: the finishers.com website, its applications, its registration, resale and management tools, the Finishers Memories platform and, more generally, any tool made available by Finishers.
• Providers: the providers chosen by Finishers to perform all or part of the Services, in particular ticketing, payment, hosting and messaging providers, as well as photographers and videographers.
• Services: all the services described in the Quote and in the applicable schedules.
• Customer Materials: texts, visuals, photographs, videos, logos, trademarks, information and data supplied by the Customer, directly or through its providers, including information about the Event.
• Collected Sums: the sums paid by Participants via the Platform or the ticketing solution set up by Finishers, in particular for registrations, options, resales and photos, including all taxes.

Article 3. Formation of the contract

Quotes are valid for three months from the date they are sent. After this period without acceptance, they lapse. The Quote accepted by the Customer, by signature, including electronic signature, or in writing, including by e-mail, forms an indivisible contract with the Terms (the "Contract"). Acceptance of the Quote constitutes acceptance of the Terms and the applicable schedules. In the event of any conflict, the documents prevail in the following order: the Quote, the applicable schedule, then the Terms.

The Contract is entered into subject to the condition subsequent that the Services can be implemented. If their implementation proves impossible for a reason beyond Finishers' control, in particular a refusal to authorise the Event, a technical impossibility attributable to a third party or a failure by a payment Provider to validate the Customer's account, the Contract is automatically terminated for the Event concerned, without compensation on either side.

Finishers may refuse an order, or suspend a Service, where the Event, the Customer or its participation conditions present a legal, financial or reputational risk, in particular in the event of serious doubt as to whether the Event will take place or as to the Customer's solvency.

Article 4. Customer's obligations and warranties

4.1 Organisation of the Event. The Customer is the sole organiser of the Event. It bears sole responsibility for it, in particular for obtaining administrative and federation authorisations, safety, civil liability insurance, compliance with the sporting and medical rules applicable to Participants, the drafting and application of the Event rules, and its relations with Participants.

4.2 Information. The Customer provides Finishers with accurate, complete and up-to-date information about the Event (dates, times, distances, prices, quotas, participation requirements, rules) and reports any change in writing as soon as it becomes aware of it. Finishers is not liable for the consequences of inaccurate, incomplete or late information, or for not updating information where the change has not been reported to it.

4.3 Rights in Customer Materials. The Customer warrants that it holds, or has obtained from the holders, all the rights and authorisations necessary for Finishers to use the Customer Materials, in particular the copyright of photographers, videographers, graphic designers and writers, trademark and logo rights and the image rights of identifiable persons. For photographs and videos, it warrants in particular that the contracts entered into with their authors cover the uses by Finishers provided for in this article and in the applicable schedules, in particular their distribution, their sale and their use to promote the Event.

The transmission of any Customer Material to Finishers, by any means whatsoever and including by a provider of the Customer, constitutes authorisation to use it to perform the Services and to promote the Event on the Platform and all Finishers' media, for as long as the content concerned remains online, including in archives. Finishers uses these materials as they are sent to it. It is not required to check the existence or scope of the corresponding rights.

The Customer provides Finishers, with each material, with the credits and notices required by its authors. Finishers reproduces the credits provided to it. It is not liable for a missing or inaccurate credit that was not provided to it, or was provided to it incorrectly.

4.4 Sales made by Finishers. Where Finishers sells registrations or bibs for the Event alongside the Customer's other sales channels, the Customer warrants that no commitment binding it to a third party, in particular an exclusivity clause granted to a ticketing provider, partner or sponsor, prevents these sales. It is responsible for obtaining any necessary authorisation from such third parties.

4.5 Indemnity. The Customer indemnifies Finishers against any claim, action or judgment by a Participant, an author, a rights holder or any other third party based on the organisation, cancellation, modification or running of the Event, on the information it has supplied, on the use of the Customer Materials or on a breach of Article 4.4. From the first claim, it takes over Finishers' defence at its own expense if Finishers so requests. It bears all resulting sums, including damages, refunds owed to Participants, lawyers' fees and settlement amounts, Finishers being entitled to settle with the claimant where the settlement amount is reasonable in view of the claim. On mere complaint by a third party, Finishers may remove the material concerned without compensation. This indemnity survives the end of the Contract until the limitation periods for the actions concerned have expired.

Article 5. Prices

Prices and financial terms are set in the Quote. The prices and rates set out in the schedules are standard rates, which only apply where the Quote does not provide otherwise: the terms agreed in the Quote always prevail.

Unless otherwise stated in the Quote, commissions expressed as a percentage are calculated on the price including all taxes paid by Participants and are understood to include all taxes. The same applies to minimum commissions per bib or per registration. Other prices are stated in euros excluding taxes and are subject to the applicable VAT.

Amounts expressed including all taxes constitute the amount due to Finishers, whatever the VAT regime applicable to the Customer. A Customer established in another Member State of the European Union provides its intra-Community VAT number. Prices are expressed and payable in euros. Where any withholding or tax at source applies to the Customer's payments, the Customer increases its payment so that Finishers receives the full agreed amount.

Finishers may revise its prices once a year. New prices are notified to the Customer at least two months before they take effect. They apply to ongoing Contracts from their effective date, unless the Customer terminates in writing before that date. Prices applicable to an edition for which registrations have already opened are not changed.

Article 6. Invoicing and payment

Fixed-price Services are invoiced, at Finishers' option, upon acceptance of the Quote or according to the schedule it provides for. They are payable on the due date stated on each invoice or, failing that, within 30 days of its date of issue. They are paid by bank transfer, direct debit or bank card. Payments by cheque are not accepted. No discount is granted for early payment. Finishers may request a deposit, in which case the service only starts once it has been received.

Payments are made at no cost whatsoever to Finishers. All bank, transfer, exchange and intermediary charges, including those of correspondent and intermediary banks, are borne exclusively by the Customer, which issues its international transfers with the "OUR" charges option. An invoice is only settled once Finishers has received its full amount. Any shortfall, whatever its cause, in particular charges shared or deducted by a bank, constitutes an unpaid balance subject to the provisions of this article, which Finishers may also set off against the sums to be transferred to the Customer.

The commissions, fees and shares due to Finishers may, at Finishers' option, be deducted directly from the Collected Sums at the time of each payment or of their transfer, be deducted by a Provider who pays them over to Finishers, or be invoiced directly to the Customer, in whole or in part, including for the same edition of the Event. The Customer accepts these deductions and the corresponding set-off, which constitute payment. The following, in particular, are invoiced directly to the Customer: commissions on registrations made through affiliation, registrations made without online payment, in particular invitations, group registrations and offline payments, additional services, and all sums due where no deduction is made through the ticketing solution. Finishers provides the Customer, on request, with a summary statement and, where applicable, an invoice of the sums deducted.

Any late payment automatically gives rise, without prior formal notice, to penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, and to a fixed recovery charge of 40 euros, in accordance with Article L441-10 of the French Commercial Code. Finishers may also suspend the Services, withhold sums to be transferred up to the amount due and set off any sum owed by the Customer against the Collected Sums.

Article 7. Collection and transfer of sums

Depending on the Service and the Quote, Participants' payments are collected:

• on behalf of the Customer, by the payment Provider associated with the ticketing solution or by Finishers itself, acting as agent of the Customer only, in particular for ticketing (Schedule 1), the Customer's share of resales between participants (Schedule 3) and Finishers Memories (Schedule 4);
• on its own behalf, by Finishers, when it resells bibs it has acquired from the Customer (Schedule 2).

Depending on the solution used, Finishers configures the transfers itself or the Customer must open and validate its own account with the payment Provider designated by Finishers, in particular Stripe. In the latter case, the Customer completes these steps itself: account creation, acceptance of the Provider's terms, verification of its identity and business, and bank details. Finishers explains how to proceed, but cannot complete them on its behalf. In all cases, the Customer promptly provides Finishers and the Providers concerned with the information and supporting documents needed to configure transfers, in particular its bank details, and keeps them up to date.

No transfer can be made until this information has been provided or the Customer's account has been validated. Transfer periods only start from that time, and Finishers is not liable for any delay in or absence of transfer resulting from incomplete, incorrect or late information, or from incomplete or late validation. The sums concerned remain due to the Customer, without interest or penalties. No card data is kept by Finishers.

Sums collected on behalf of the Customer are transferred to it, less the commissions, fees and shares due to Finishers and payment fees, according to the schedule set out in the Quote or, failing that:

• for ticketing, every month;
• for the resale of bibs between participants, in a single payment, within 30 days of the date of the Event;
• for Finishers Memories, in a single payment, within 30 days of the close of photo sales, including where the Customer has decided to extend the sales period.

Where Finishers' commissions cannot be deducted at source, they are invoiced to the Customer and payable under the conditions of Article 6.

Finishers may withhold, or have the payment Provider withhold, all or part of the sums to be transferred until the Event has actually taken place where it is uncertain whether it will take place, or in the event of an abnormal rate of refund requests or payment disputes.

Refunds granted to Participants, payment disputes (chargebacks) and the related fees are borne by the Customer for sums collected on its behalf. They are deducted from the sums to be transferred to it or, failing that, invoiced to it. Finishers' commissions and the payment fees relating to refunded or disputed sums remain due to Finishers.

Where sums are collected on its behalf, the Customer alone is the seller towards Participants and issues the corresponding invoices to them where applicable. This applies in particular to registrations, photos sold on Finishers Memories and its share of resales of bibs between participants. The Customer alone is liable for any VAT due on these sums. Finishers is the seller, and invoices Participants, only for bibs it resells under Schedule 2 and for its own service fees, in particular those paid by Buyers on the resale platform. Finishers' commissions and shares are invoiced to the Customer under the conditions of Article 6.

Article 8. Term, renewal and exclusivity

8.1 Term and renewal. Unless otherwise provided in the Quote or the applicable schedule, the Contract is entered into for the edition of the Event referred to in the Quote. It is then tacitly renewed for each subsequent edition, for all the Services provided for in the Quote, on the terms of the last Quote as revised where applicable in accordance with Article 5.

8.2 Notice of non-renewal. Either party may object to renewal by registered letter with acknowledgement of receipt, or by e-mail with acknowledgement of receipt sent to the contact designated in the Quote, given at least three months before the earliest of the following dates: the date registrations open for the next edition, the date performance of a Service starts for that edition or, failing that, the anniversary of the previous edition. Late notice takes effect for the edition following the one being prepared.

8.3 Exclusivity. Where the Quote provides that Finishers is the exclusive platform for registrations, bib resales or photo sales for the Event, the Customer undertakes, for the term of the Contract, not to offer these services for the Event through any other platform or channel, except those expressly provided for in the Quote.

Article 9. Cancellation, withdrawal and modification by the Customer

9.1 Fixed-price Services. The price of fixed-price Services is due upon acceptance of the Quote. Their cancellation by the Customer, notified in writing, does not give rise to any refund where it occurs less than six months before the date of the Event or after performance of a Service has started. Where it occurs earlier, compensation equal to 50% of the price remains due, deposits already paid being retained up to that amount.

9.2 Commission-based Services. For Services remunerated by a commission or a share, in particular ticketing, bib resale and Finishers Memories, a Customer which, after accepting the Quote, withdraws from a Service, reduces its scope, in particular by switching from an exclusive to a non-exclusive formula, does not allow it to be performed, or entrusts an identical or similar service to a third party for the Event, shall pay Finishers compensation equal to the commissions received by Finishers for that Service for the last edition of the Event. If there was no previous edition with Finishers, the compensation is equal to 1.50 euros per participant, based on the number of participants in the last edition of the Event or, failing that, the number stated in the Quote. These provisions also apply in the event of early termination of the Contract by the Customer other than in the cases provided for in Article 17, without prejudice to sums already due.

Article 10. Cancellation, postponement or modification of the Event

The cancellation, postponement or modification of the Event is the sole decision and sole responsibility of the Customer, including where it results from an administrative decision, weather conditions or force majeure. The Customer informs Finishers without delay and gives it written instructions concerning Participants.

The Customer alone defines the refund or postponement policy applicable to Participants and bears its cost alone. Finishers carries out, or has the Provider concerned carry out, refunds on the Customer's written instructions, solely up to the sums still held on its behalf. Finishers never advances any sums on behalf of the Customer. Where the sums have already been transferred to the Customer, the Customer carries out the refunds itself or, where technically possible and at Finishers' request, first credits the collection account with the necessary sums.

Finishers reserves the right to invoice the Customer for refunds carried out in this way, in particular in the event of mass refunds following a cancellation, postponement or modification of the Event, at the standard rate of 0.50 euros including all taxes per refund, unless otherwise stated in the Quote. Finishers' commissions and fees on registrations already made remain due, including in the event of cancellation of the Event. Fixed-price Services already performed, or whose performance has started, remain due. The consequences of cancellation for bibs acquired by Finishers are governed by Schedule 2.

In the event of postponement, the Contract continues for the new date, at no additional cost.

Article 11. Intellectual property and content

Finishers is and remains the sole holder of the rights to the Platform, its software, databases, trademarks and content, in particular the texts, pages, visuals and creations it produces, including at the Customer's request and expense. The price pays for access to the Services and does not entail any assignment of rights, unless otherwise provided in a schedule or the Quote. The Customer may not reproduce or reuse this content without Finishers' written consent. It may freely share links to it.

Finishers alone decides on the content, presentation and continued publication of the pages and content published on the Platform and its media, in particular the Event page. The end of the Contract, for whatever reason, does not oblige Finishers to remove published content. It may keep, update, archive or remove it at any time. The Customer may only request its removal on legal grounds or for a proven factual error, which is then corrected.

The Customer grants Finishers, free of charge, worldwide, for the term of the Contract and thereafter for as long as the content concerned remains online, including in archives, a non-exclusive licence to use its names, trademarks, logos and Customer Materials to perform the Services and to promote the Event and Finishers' Services, with the right to grant sub-licences to its Providers and to Finish Line Media for the same purposes.

Unless the Customer refuses in writing, Finishers may cite its name and logo among its commercial references.

Article 12. Personal data

Each party is responsible for the processing of personal data it carries out on its own behalf, in accordance with Regulation (EU) 2016/679 ("GDPR").

Finishers acts as controller for the data it collects on the Platform on its own behalf, in particular when an account is created, during browsing and searches and at any stage of the registration journey carried out on the Platform before redirection to the registration form, as well as for account management, fraud prevention, audience measurement and, in accordance with the choices of the data subjects, its own marketing communications. This data belongs to Finishers. The Customer has no access to it, including for any feature or data that Finishers may add in the future, unless Finishers agrees in writing. This processing is described in the Finishers privacy policy.

The Customer only has access to the data in the Event registration forms and the data necessary to organise the Event. Where Finishers processes it on behalf of the Customer, in particular to manage registrations, the resale of bibs between participants, the provision of photos under the white-label model or company mini-sites, it acts as processor, under the conditions of Schedule 7. Where Finishers and the Customer jointly determine the purposes and means of processing, in particular for Finishers Memories under the co-branded model, they are joint controllers under the conditions of Schedule 4.

Where Participants register on a tool of the Customer, the Customer includes in it, at Finishers' request, a separate, unticked box allowing Participants to agree to receive Finishers' marketing communications, and keeps proof of their consent. Finishers only sends marketing communications to Participants who have consented or who are its own customers, under the conditions provided for by law.

The Customer warrants the lawfulness of the processing it carries out, in particular informing Participants in the Event rules and obtaining their consent where required.

Article 13. Liability

Finishers is bound by an obligation of means. It does not guarantee any number of registrations, resales, photo sales or visits, or any commercial result, unless a quantified commitment is expressly provided for in the Quote. It does not guarantee uninterrupted availability of the Platform, which may be suspended for maintenance, in the event of heavy load or due to a failure of a Provider.

Finishers strives to publish accurate and up-to-date information about the Event. This information is provided for guidance only: only the information published by the Customer on its own media is authoritative. When an error is reported to it, Finishers corrects it as soon as possible. Except in the event of gross negligence, its liability for incorrect information, whatever its origin, is limited to such correction.

Finishers is not responsible for the organisation or running of the Event, for the accuracy of information supplied by the Customer, or for checking Participants' eligibility, in particular licences, medical certificates and prevention certificates, which is the Customer's responsibility even where the Platform allows them to be collected. It is not liable for indirect damage, such as loss of turnover, Participants, customers or reputation.

Except in the event of gross negligence or wilful misconduct, Finishers' total liability under the Contract, for all causes combined, is limited to the amount, excluding taxes, of the commissions and prices actually received by Finishers under the Contract during the twelve months preceding the event giving rise to the claim. Sums collected on behalf of the Customer are not taken into account in this calculation.

Article 14. Confidentiality

The parties keep confidential the financial terms of the Contract and non-public information exchanged, for the term of the Contract and two years after its end. Public information, and information whose disclosure is required by law or by an authority, is not confidential.

Article 15. Providers, subcontracting and non-solicitation

Finishers freely chooses the Providers to which it entrusts all or part of the Services, and may perform all or part of them itself. It may at any time add, replace or stop using a Provider, in particular for ticketing and payment, without the Customer's consent and without such change giving rise to any compensation, price change or right of termination, provided that the Service continues to be provided on substantially equivalent terms for the Customer. At Finishers' request, the Customer promptly completes the necessary steps with a new Provider, in particular opening an account, accepting its terms and verifying its identity. Finishers remains responsible to the Customer for the performance of the Services by its Providers, within the limits of Article 13. Information obligations specific to the processing of data on behalf of the Customer are governed by Schedule 7.

For the term of the Contract and 12 months after its end, unless Finishers gives prior written consent, where Finishers provides ticketing for the Event under full management (Schedule 1), the Customer undertakes not to contract directly, for the Event, with the ticketing Providers used by Finishers for that Event, unless it was already their direct customer for the Event before the Contract was entered into. It also undertakes not to engage directly, for similar services, the photographers and videographers who worked at the Event through Finishers. Any breach gives rise to the payment of fixed compensation equal, for ticketing Providers, to the commissions received by Finishers for the last edition of the Event and, for photographers and videographers, to 3,000 euros per person concerned.

Article 16. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. The following, in particular, are deemed to constitute force majeure, without the need to establish its characteristics: the failure of a Provider of Finishers or of a third-party platform on which a Service depends, a cyberattack, a widespread failure of communication networks, an epidemic, a natural disaster, a riot, a war or a decision by public authorities. Force majeure does not release the Customer from paying the sums due for Services performed, or from its obligations towards Participants.

Article 17. Suspension and termination

In the event of a serious breach by a party that is not remedied within 15 days of formal notice by registered letter or by e-mail with acknowledgement of receipt, the other party may automatically terminate the Contract. Finishers may also immediately suspend all or part of the Services in the event of non-payment, fraud, serious risk to Participants or the Platform, or a breach of regulations by the Customer. Services performed and commissions earned remain due.

At the end of the Contract, the Customer may obtain an export of the Participants' data processed on its behalf, under the conditions of Schedule 7.

Article 18. Ethics and compliance

Each party complies with the rules on combating corruption, influence peddling and money laundering, in particular French law no. 2016-1691 of 9 December 2016 (the "Sapin II" law). The Customer declares that it has not offered, solicited or accepted any undue advantage in connection with the Contract.

Article 19. Amendment of the Terms

Finishers may amend the Terms. The new version, published on legal.finishers.com with its effective date, applies to Quotes issued from that date. It applies to ongoing Contracts on their renewal or, for amendments required by law or not relating to prices, one month after notification to the Customer, unless the Customer terminates within that period.

Article 20. Governing law and disputes

The Terms and the Contract are governed by French law. The parties first seek an amicable solution. Failing that, where the Customer is a trader or is established outside France, any dispute falls within the exclusive jurisdiction of the Tribunal des activités économiques of Lyon, including in the event of multiple defendants or third-party claims. In other cases, in particular where the Customer is an association or a public authority, the dispute is brought before the competent court under ordinary rules.

Article 21. Miscellaneous

The invalidity of a clause does not affect the others. A party's failure to invoke a breach does not constitute a waiver. Notices are validly given by e-mail to the addresses stated in the Quote. In the event of translation, the French version prevails.

Schedule 1: ticketing

1. Service and formulas

Finishers offers online registration for the Event under one of the following formulas, specified in the Quote, combined where applicable:

• full management: Finishers handles all registrations for the Event, on the ticketing solution it sets up and configures with the Customer;
• shared sales: Finishers sells part of the registrations for the Event on its ticketing solution, in addition to the Customer's sales channels;
• affiliation: Finishers presents the Event on the Platform and offers registration there, then redirects the Participant to the Customer's registration tool, where they complete and pay for their registration.

The Quote may refer to these formulas under another commercial name, for example "sales relay". The applicable formula is the one that corresponds to the operation described in the Quote.

Depending on the formula, the service includes the configuration of races, prices, options and quotas, the registration form, payment collection, collection of the documents required from Participants, a management and export area, and first-level support for Participants, unless the Customer chooses to provide this support itself.

2. Technical solution

For full management and shared sales, Finishers provides ticketing through the Providers of its choice, currently in particular njuko, or through its own tools, and may change them at any time under the conditions of Article 15 of the Terms. The Customer cannot require the use of a particular Provider.

For affiliation, the Customer's registration tool and its provider remain the sole responsibility of the Customer. It installs and keeps active the modules, links and tracking codes supplied by Finishers or its provider, and informs Finishers without delay of any change to its tool, prices or quotas.

Under shared sales, where registrations made by Finishers must be transferred into the Customer's tool, Article 4 of Schedule 2 applies to such transfer.

3. Configuration

The Customer alone defines the races, prices, options, quotas, opening and closing dates, participation requirements and documents to be provided, and validates the configuration before registrations open. Any configuration error not reported before opening is its responsibility. Changes requested after opening are made as soon as possible.

4. Documents, PPS and participation requirements

The solution makes it possible to collect the licences, medical certificates, parental authorisations and Parcours Prévention Santé (PPS) certificates or their numbers required by the Customer. The PPS is issued by the French Athletics Federation on its own platform (pps.athle.fr). Finishers is neither its publisher nor its provider: it merely collects the certificate or number provided by the Participant. It is not responsible for the unavailability, malfunctions or errors of that platform, or for their consequences on registrations.

Checking documents, validating registrations and checking Participants' identity when bibs are collected are the Customer's responsibility, unless a checking service is expressly provided for in the Quote.

5. Collection and invoicing of Participants

For full management and shared sales, Participants' payments are collected on behalf of the Customer, under the conditions of Article 7 of the Terms, by the payment Provider associated with the ticketing solution. For affiliation, they are collected directly by the Customer or its provider. In all cases, the Customer alone is the seller of registrations and issues the invoices requested by Participants. Registration confirmations are not invoices.

6. Price

Unless otherwise stated in the Quote, Finishers receives:

• under full management, a commission of 5% of the Collected Sums for registrations and options, with a minimum of 1.50 euros including all taxes per bib;
• under shared sales and affiliation, a commission of 15% of the price including all taxes of each registration made through it, with a minimum of 2 euros including all taxes per registration.

Registrations made without online payment, in particular invitations, group registrations and offline payments, give rise to the same commission, calculated on the public price of the registration concerned and subject to the minimum per bib. The Quote may provide for service fees payable by Participants, collected by Finishers in addition to the price set by the Customer, as well as additional services, in particular a bib collection app, invoiced separately.

Commissions are deducted or invoiced under the conditions of Article 6 of the Terms. For affiliation, registrations made through Finishers are established from the tracking tools of Finishers and its provider, which are authoritative, or failing that from data supplied by the Customer, which it provides on request. Finishers invoices them to the Customer at least once a month or at the close of sales, by means of a summary invoice.

7. Exclusivity and price parity

Under full management, and unless otherwise stated in the Quote, Finishers is the exclusive registration platform for the Event for the term of the Contract, under the conditions of Article 8 of the Terms. Under shared sales and affiliation, the Customer ensures that the prices offered through Finishers are not higher than those offered on its other channels.

8. Participants' data

For managing registrations under full management and shared sales, Finishers acts as processor of the Customer, under the conditions of Schedule 7. Registration data and supporting documents may be hosted by the ticketing Provider. The Customer can export registration data from its management area. For affiliation, Finishers sends the Customer only the data necessary to manage the registration. In all cases, data collected on the Platform on behalf of Finishers belongs to Finishers, in accordance with Article 12 of the Terms.

Schedule 2: purchase of bibs for resale

1. Purpose

The Customer assigns to Finishers an allocation of registrations for the Event (the "Bibs"), which Finishers resells in its own name and on its own behalf. The Quote specifies the races, the number of Bibs and their purchase price. The order constitutes the Customer's express authorisation, within the meaning of Article 313-6-2 of the French Criminal Code or any equivalent provision applicable where the Event takes place, of the resale of the Bibs by Finishers.

2. Finishers' commercial freedom

Unless otherwise agreed in the Quote, Finishers freely determines the resale price of the Bibs, their sales channels, any promotions and the terms of their sale, which it carries out and invoices as seller. The Bibs may be sold alone or with other services, in particular transport, accommodation or other services.

3. Invoicing by the Customer and payment

The Customer invoices Finishers for the Bibs purchased. Finishers pays them according to the payment terms set out in the Quote or, failing that, on the due date stated on the Customer's invoice.

Only an invoice complying with the regulations, in particular Article L441-9 of the French Commercial Code and Article 242 nonies A of Annex II to the French General Tax Code or the regulations applicable to the Customer, issued in Finishers' name and stating the Bibs concerned, gives rise to payment. A summary, statement, call for funds or any other document that is not a compliant invoice does not start any payment period, and failure to pay it does not constitute late payment. The Customer is required to issue such an invoice.

The Customer issues its invoice no later than three months after the date of the Event. In accordance with Article 2254 of the French Civil Code, any action by the Customer for payment of the price of the Bibs is time-barred one year after the date of the Event. If Finishers has not received a compliant invoice within this period, Finishers is definitively released from any obligation to pay for the Bibs concerned.

4. Integration of Participants

The Customer enables the registration for the Event of the Participants to whom Finishers has sold Bibs, using a solution that it sets up at its own expense and that is suited to the volume concerned: file import, dedicated codes or access on its ticketing system, technical interface or any other means agreed with Finishers. It offers this solution within 15 days of Finishers' request and makes the registrations within 5 days of each transmission. It accepts, free of charge, name changes requested by Finishers until registrations close or, failing that, until 5 days before the Event.

The Participants concerned are full participants. The Customer treats them in the same way as its other participants, in particular with the same access to races, services, race packs, communications, results and support.

The Customer is responsible for any impossibility or delay in integration that does not result from Finishers' fault. It indemnifies Finishers against all its consequences, in particular refunds and compensation owed by Finishers to its customers, and the costs incurred to deal with them.

5. Unsold Bibs

Unless otherwise stated in the Quote, Finishers may return unsold Bibs to the Customer no later than 15 days before the Event. The Customer then refunds the corresponding purchase price to Finishers, or deducts it from its invoice, within 30 days.

6. Cancellation, postponement or modification of the Event

In the event of cancellation of the Event, whatever the cause, including force majeure or an administrative decision, the Customer refunds Finishers, within 30 days, the purchase price of all the Bibs and the costs incurred by Finishers to refund its own customers. In the event of postponement or substantial modification of the Event, Finishers may, at its option, keep the Bibs for the new date or obtain a refund for the Bibs whose buyers request cancellation.

7. Data

Finishers sends the Customer only the Participants' data necessary for their registration. Finishers processes its buyers' data as controller, and the Customer processes the data necessary to organise the Event as controller.

Schedule 3: resale of bibs between participants

1. Definitions

• Seller: Participant who is the legitimate holder of a bib and offers it for resale on the Platform.
• Buyer: natural person who acquires a resold bib via the Platform for their personal use.
• Original Price: the purchase price of the bib paid by the Seller to the organiser, excluding options and fees.

2. Purpose, authorisation and exclusivity

Finishers makes available to the Customer a service for the resale of bibs for the Event between Participants, on the Platform. By ordering this service, the Customer expressly authorises the resale of bibs for the Event through Finishers, within the meaning of Article 313-6-2 of the French Criminal Code or any equivalent provision applicable where the Event takes place. It undertakes to use the Platform exclusively for any identical or similar paid bib resale service for the Event.

The Customer expressly states, in its rules and registration terms, that Participants may resell their bib exclusively through the Platform, and that any transfer made outside the Platform is prohibited and not recognised.

3. Operation and resale price

Only personal and nominative bibs may be offered for resale. Before listing, the Seller is informed of the possibility of including or not all or part of the options purchased with their bib.

The resale price is set by the Customer in the Platform or, failing that, by Finishers. It may not be lower than the last public price displayed by the Customer for the race concerned. The Seller may not receive more than the Original Price, less any applicable fees.

At the Customer's request, the Platform may also offer for sale existing but unsold bibs, for example bibs allocated to partners, on the same terms as a resale.

The Buyer's payment is collected by Finishers or its payment Provider, which pays the Seller. Where the Seller's bank details are no longer valid, Finishers asks them to update them, at least three times.

4. Transfer of registrations

Final validation of the transfer of the registration is the Customer's responsibility. It changes the name and updates its list of Participants within 5 days of each resale, free of charge for Participants, or allows Finishers to do so directly through the ticketing solution. The Customer may not refuse a Buyer access to the Event on the grounds of the resale, provided that it was made through the Platform.

5. Commissions, fees and Customer's remuneration

The difference between the resale price and the Original Price constitutes a common sum, shared between the Customer and Finishers. Unless otherwise stated in the Quote, Finishers receives 20% of this sum and the Customer 80%. Finishers also receives service fees, shown to users during the transaction: unless otherwise stated in the Quote, fees of 10% of the resale price payable by the Buyer, with no fees charged to the Seller.

The Customer's remuneration is transferred to it under the conditions of Article 7 of the Terms. A final statement is sent to it after the Event, showing the volume of resales, its remuneration and Finishers' commissions and fees.

Sums due to a Seller who has not claimed them within twelve months of the resale, for lack of valid bank details, are transferred to the Customer, less Finishers' commissions and fees. The Customer then becomes solely liable to the Seller for them, and pays them to the Seller if claimed later.

6. Roles and responsibilities

Finishers acts as a trusted third party and technical intermediary between Participants. Its role is limited to making the Platform available, securing transactions through an authorised payment Provider and ensuring the proper technical operation of the Platform, without any guarantee of availability, in particular in the event of heavy load. Finishers does not validate registrations. It is not a party to the transferred registration, which remains governed by the Event rules, and is not liable for any breach by Sellers or Buyers of their obligations.

In the event of cancellation of the Event, refunds of resold bibs are governed by the Customer's terms, in accordance with Article 10 of the Terms.

7. Data

The resale Platform is made available to the Customer on a white-label basis, on behalf of its Participants. The Customer is the controller of Sellers' and Buyers' data, and Finishers acts as processor, under the conditions of Schedule 7, in particular for managing transactions and complaints relating to the use of the Platform. Data is kept for no more than five years after the Event.

The Platform may offer Sellers and Buyers a separate, unticked box allowing them to agree to receive Finishers' marketing communications. The data of those who consent is processed by Finishers on its own behalf, in accordance with Article 12 of the Terms. Where this consent is collected by the Customer's tool, the Customer keeps proof of it.

Schedule 4: Finishers Memories

1. Definitions

• Photographers: the persons who take photos of the Event, engaged by the Customer or, where the Quote so provides, by Finishers or Finish Line Media.
• Model: white-label or co-branded, as chosen in the Quote.

2. How it works

Finishers makes available to the Customer the Finishers Memories platform, which makes it possible to distribute and sell photos of the Event:

• Photographers take photos at the Event and upload them to the Platform;
• the Platform automatically analyses the photos to detect bib numbers and associate them with Participants;
• each Participant accesses their photos in a secure area, identifying themselves by their e-mail address and bib number, checked against the list provided by the Customer, by means of a login link sent by e-mail;
• where the option is activated, Participants who have consented may search for their photos by facial recognition, under the conditions of point 6;
• Participants view, buy and download their photos.

3. Models

Under the white-label model, the Platform is offered under the Customer's identity, and the Customer alone decides on the set-up and communication with Participants. Finishers acts as processor of the Customer, under the conditions of Schedule 7.

Under the co-branded model, the Platform is offered with Finishers identified, and Finishers manages the relationship with Participants and provides them with its own documentation. The Customer and Finishers are joint controllers within the meaning of Article 26 of the GDPR. The Customer decides on photos being taken at the Event and on the activation of options, and is responsible for informing Participants in the Event rules. Finishers handles the technical operation of the Platform, data security, obtaining the consents required on the Platform and handling Participants' requests relating to photos, at privacy@finishers.com. Participants may exercise their rights with either of them.

4. Photographers and rights in the photos

Unless otherwise stated in the Quote, the Customer selects and pays the Photographers. It enters into contracts with them, at its own expense, complying with the French Intellectual Property Code, which grant it the rights necessary for the photos to be distributed, sold and exploited through the Platform, and it indemnifies Finishers under the conditions of Article 4 of the Terms. It grants Finishers, worldwide and for the period necessary to make them available and sell them, the right to reproduce, communicate to the public, adapt, in particular by applying a watermark, and sell the photos to Participants.

Where the Quote provides that photography is provided through Finishers, the Photographers are recruited and coordinated by Finishers or Finish Line Media, and rights in the photos are governed by the Quote.

Unless otherwise stated in the Quote, Finishers may use a selection of photos of the Event to promote Finishers Memories and the Event on the Platform and its media.

Finishers remains the sole holder of the rights to the Platform, its software, databases and interfaces. The Customer has a right of use limited to the performance of the Contract.

5. Informing Participants

The Customer informs Participants, in the Event rules and at registration, that photos will be taken, made available and sold on Finishers Memories, using the standard clause provided by Finishers.

6. Facial recognition

The Customer is informed that searching by facial recognition constitutes processing of biometric data within the meaning of Article 9 of the GDPR, subject to specific requirements, in particular the prior explicit consent of each Participant concerned. This option is only activated if the Quote so provides. Its use is subject to a compliance procedure that Finishers provides to the Customer and that the Customer undertakes to apply strictly, in particular for informing Participants and obtaining their consent.

Finishers may refuse or deactivate the option at any time if this procedure is not followed. Where the Customer does not apply it, or departs from it without Finishers' written consent, it alone bears the consequences of using the option and indemnifies Finishers under the conditions of point 10.

7. Photo prices, commission and transfer

The Customer freely sets the sale price of photos to Participants in the Platform. Where the Quote provides for a financial commitment by Finishers, the Customer sets these prices in agreement with Finishers, which may refuse any price likely to jeopardise the agreed economic balance. In all cases, the Customer remains the seller of the photos. Unless otherwise stated in the Quote, Finishers receives a commission of 30% of the price including all taxes of the photos sold, the balance going to the Customer. The Quote may provide for a different rate and a fee for making the Platform available, invoiced when it is made available and payable under the conditions of Article 6 of the Terms.

Sales are open for one month from the photos being put online, a period the Customer may ask to extend. The Customer's share is transferred to it under the conditions of Article 7 of the Terms, together with a statement of sales.

8. Retention

Unpurchased photos remain accessible and on sale until the close of sales, and are then deleted. Purchased photos are kept for three months in the active database, then for nine months in archives, before being deleted. A final e-mail is sent one month before the end of the archiving period to Participants who have not downloaded their photos. It is up to the Customer to download, before the close of sales, the photos it wishes to keep, within the limits of the rights it holds.

9. Liability

Finishers is not liable for disputes relating to Photographers' copyright or Participants' image rights, or for the consequences of the Customer's breach of its legal or contractual obligations, or of the instructions for use of the Platform provided to it. It is only responsible for the proper technical operation of the Platform, without any guarantee of availability, in particular in the event of heavy load, and within the limits of Article 13 of the Terms.

10. Personal data

Participants' data is hosted by Finishers' Providers, in particular Google Cloud, and login links are sent through its e-mail Provider. The Customer, as controller under the white-label model or joint controller under the co-branded model, obtains the consents falling within its set-up, informs Participants and implements the measures for which it is responsible.

The Customer indemnifies Finishers against any claim, action, judgment, fine or sanction resulting from a breach of its data protection obligations, in particular informing Participants, obtaining their consent or handling the requests for which it is responsible, within the limits permitted by law. It bears all resulting sums, including lawyers' fees.

Schedule 5: event websites and maintenance

1. Service

Finishers designs and publishes a website dedicated to the Event and/or provides its hosting, maintenance and development, within the scope described in the Quote. Maintenance only covers websites built by Finishers.

2. Production and approval

The Customer provides the necessary content and Customer Materials within the agreed deadlines. It submits its correction requests within reasonable timeframes. The site is deemed approved as soon as it goes live at the Customer's request or, failing feedback from the Customer within a reasonable period after presentation of the final version, at the end of that period. Requests made after approval, or exceeding the scope of the Quote, are subject to an additional quote.

3. Content and domain name

The Customer is solely responsible for the content it supplies or publishes on the site, for its accuracy and for its legal compliance, in particular with regard to legal notices, personal data protection and cookies, for which it is the site publisher. The domain name is registered in the Customer's name, and the Customer is responsible for renewing it, unless otherwise stated in the Quote.

4. Ownership and delivery of the code

Content supplied by the Customer remains its property. Finishers retains ownership of the generic templates, components, libraries and tools it uses, which it may reuse for other customers. For the term of the Contract and subject to payment of the price, it grants the Customer a right to use the site for the purposes of the Event.

At the end of the Contract, and subject to payment of all sums due, Finishers provides the Customer, at its request made within one month, with a copy of the site's specific code and content, together with the right to use and modify them for its own purposes. Finishers' generic templates, components and tools incorporated into them are licensed to the Customer on a non-exclusive basis, solely for the operation of that site. Any assistance with the takeover of the site by another provider is subject to a quote. If no request is made within this period, Finishers may delete the site and its data.

5. Hosting and maintenance

Hosting and maintenance are invoiced according to the terms of the Quote, generally on an annual basis payable in advance, and are renewed under the conditions of Article 8 of the Terms. Finishers carries out security updates and fixes blocking defects as soon as possible. Developments not provided for in the Quote are subject to an additional quote.

6. Availability and backups

Finishers uses reasonable means to ensure the site is accessible, without any guarantee of uninterrupted availability or of restoration time. It is not liable for interruptions due to its hosting Providers, networks, a cyberattack or use of the site by the Customer that does not comply with its instructions. It makes backups according to its procedures, without any guarantee of restoring data that the Customer has not kept itself.

7. Non-payment

In the event of non-payment of any sum due for hosting, maintenance or creation of the site, Finishers may, after formal notice that remains unheeded for 8 days, suspend hosting and take the site offline until full payment, without compensation and without prejudice to the penalties provided for in Article 6 of the Terms.

Schedule 6: visibility on finishers.com and Finishers' media

1. Services concerned

This schedule applies to visibility services on the Platform and all Finishers' media, in particular the premium event page, promotion in search results and themed pages, banners, inserts and dedicated sends in Finishers' newsletters, blog articles, posts on its social networks and any other format or medium offered by Finishers. The Quote specifies the services, their schedule and their duration.

2. Editorial control

Content published on the Platform and Finishers' media is Finishers' content. Finishers writes it based on the Customer's information and alone decides on its form, tone, presentation, publication date and continued publication. It may refuse, modify or remove any content that is unlawful, contrary to its editorial line or harmful to its image.

3. Approval

Where the Quote so provides, Finishers submits content to the Customer before publication. The Customer provides its comments within a reasonable period compatible with the publication schedule. It may have any inaccurate information about the Event corrected. Failing feedback within this period, the content is deemed approved. Finishers has the final say.

4. Identification of advertising and links

Any content distributed for payment is identified as advertising or produced in partnership. Links in such content may carry the attributes required by search engines for paid links.

5. Duration and results

Unless otherwise stated in the Quote, the premium page and promotions are guaranteed until the date of the edition concerned, and articles remain online for at least 12 months. Finishers does not guarantee any number of visits, registrations or clicks. Content written by Finishers remains its property, in accordance with Article 11 of the Terms.

Schedule 7: processing of data on behalf of the Customer

1. Purpose

This schedule constitutes the data processing agreement provided for in Article 28 of the GDPR, for the processing Finishers carries out on behalf of the Customer, as controller, in particular registration management (Schedule 1), the resale of bibs between participants (Schedule 3), Finishers Memories under the white-label model (Schedule 4) and company mini-sites (Schedule 8).

2. Description of the processing

• Purposes: managing registrations for the Event, resale of bibs between participants, payment collection, communication with Participants about the Event, making photos available and selling them, publishing company mini-sites.
• Data: identity, contact details, date of birth, sex, registration information, company or group affiliation, supporting documents, payment data processed by the payment provider, photos and bib number.
• Data subjects: Participants and, where applicable, their legal representatives, as well as the team leaders of Companies within the meaning of Schedule 8.
• Duration: the term of the Contract, then the period provided for in point 3.6, and no more than five years after the Event, subject to the retention periods specific to Finishers Memories and company mini-sites.

3. Finishers' commitments

Finishers undertakes to:

1. process the data solely to perform the Services, on the documented instructions of the Customer, which consist of the Contract and the configuration of the Services, and inform it if an instruction appears to infringe the regulations;
2. ensure the confidentiality of the data, by making it accessible only to authorised persons bound by a confidentiality obligation;
3. implement technical and organisational security measures appropriate to the risk;
4. use sub-processors, in particular ticketing, payment, hosting and messaging Providers, bound by equivalent obligations. The Customer gives general authorisation for the use of these sub-processors and for their replacement. Finishers keeps their list available to it and informs it of any addition or replacement, by any means. The Customer may object within 15 days, on serious and documented grounds relating to data protection. If Finishers cannot offer a suitable solution, the Customer may, as its sole remedy, terminate the Service concerned at the end of the current edition, without compensation on either side;
5. assist the Customer, as far as possible, in responding to Participants' requests to exercise their rights and in meeting its obligations regarding security, breach notification and impact assessment;
6. at the end of the Contract, and at the Customer's choice expressed within one month, return the data by means of an export and then delete it, subject to data that Finishers must keep by law or that it processes on its own behalf in accordance with Article 12 of the Terms. If the Customer makes no choice within this period, the data is deleted;
7. notify the Customer of any personal data breach as soon as possible after becoming aware of it, in accordance with Article 33 of the GDPR;
8. make available to the Customer the information necessary to demonstrate compliance with this schedule and allow audits, limited to one per year, at the Customer's expense, with 60 days' notice, carried out by an independent auditor bound by confidentiality and without disrupting Finishers' business. Finishers may first respond by providing the relevant documentation, with an on-site audit only taking place if this is insufficient.

4. Transfers

The Platform's databases are hosted in the European Union. Where a sub-processor may access them from a third country, the transfer is governed by an adequacy decision or by the standard contractual clauses of the European Commission. Where the Customer is established in a third country not covered by an adequacy decision, the transmission of data to the Customer, in particular by export, is governed by the standard contractual clauses of the European Commission (module 4, transfer from a processor to a controller), incorporated into the Contract by reference.

5. Customer's obligations

The Customer warrants the lawfulness of the processing, in particular informing Participants and, where required, obtaining their consent. It remains solely responsible for the instructions it gives and for the data it exports from the Platform. It indemnifies Finishers against any claim, action, judgment, fine or sanction resulting from a breach of these obligations, within the limits permitted by law.

Schedule 8: company mini-sites

1. Service

Finishers makes available to the Customer a tool for creating, from a template, mini-sites dedicated to companies, associations or groups that register several participants for the Event (the "Companies"). Each mini-site may in particular present the Company, a message, a team leader, the distances, the list of registrants, practical information, a gallery, partners and a link to a donation page. The Customer creates and manages the mini-sites from its account, or entrusts their creation to Finishers where the Quote so provides.

Schedule 5 does not apply to mini-sites, except for its point 6 on availability and backups.

2. Template and customisation

Mini-sites are based on a common template developed by Finishers. Their customisation is limited to the blocks and options offered by the tool. Any specific adaptation is subject to an additional quote. Finishers may change the template and the tool at any time, in particular their presentation and features.

3. Price

Unless otherwise stated in the Quote, each published mini-site is invoiced to the Customer at the unit price set out in the Quote. A mini-site is deemed published as soon as it is accessible online, including where it is password-protected. Its price remains due even if it is later unpublished or if the Event is cancelled, postponed or modified. Published mini-sites are invoiced according to the schedule set out in the Quote or, failing that, every month by means of a summary invoice, under the conditions of Article 6 of the Terms. The Customer alone is liable for the price, including where it re-invoices it to the Companies.

4. Companies' content

The Customer is solely responsible for the content published on the mini-sites, whether it supplies it itself or obtains it from the Companies, in particular logos, messages, visuals, the team leader's contact details and links. It warrants that it holds the necessary rights and authorisations under the conditions of Article 4.3 of the Terms, and indemnifies Finishers under the conditions of Article 4.5. Finishers may remove, immediately and without compensation, any content that is unlawful, harmful to its image or disputed by a third party.

5. List of registrants

Where the option is activated, the mini-site displays the list of registrants linked to the Company, established automatically from registration data. This list is provided for guidance only. Finishers does not guarantee that it is complete or accurate, in particular in the event of an input error, a registration linked to another Company or an update delay.

6. Donations

The donation block is limited to a link to a third-party platform chosen by the Customer or the Company. Finishers does not collect, hold or pay over any donation. It is not responsible for that platform, for the use of the sums collected or for compliance with the rules applicable to public fundraising.

7. Personal data

For mini-sites, Finishers acts as processor of the Customer, under the conditions of Schedule 7. The Customer, as controller, ensures that the publication of the surname, first name and distance of registrants and of the team leader's contact details is based on a legal basis, that the data subjects are informed of it, in particular in the Event rules or by the Company, and that they can have their data removed from the mini-site. It handles such requests or forwards them to Finishers, which removes the data concerned as soon as possible.

Finishers recommends password-protecting any mini-site that displays registrants' names. Where the Customer chooses not to do so, it alone bears the consequences.

8. Online period

Unless otherwise stated in the Quote, mini-sites remain online until three months after the date of the Event. Finishers may then unpublish them without notice, and deletes their content and registrants' data within one month. The Customer may ask for a mini-site to be unpublished at any time, without refund. Each new edition of the Event gives rise to new mini-sites, invoiced under the conditions of point 3.

9. Ownership

Finishers remains the sole holder of the rights to the tool, the template, their code and their components. No code or source file is handed over to the Customer, including at the end of the Contract. The Customer and the Companies have a right to use the mini-sites limited to their online period. Content supplied by the Customer and the Companies remains their property.