General Terms and Conditions of Sale

A.1. Information provided

The COMPANY has reviewed the various documents constituting the PROVIDER's offer.

The COMPANY expressly acknowledges having received from the PROVIDER all necessary information, in particular the documents comprising the Contract, enabling it to assess in full the PROVIDER's offers and the consequences resulting therefrom.

A.2. General definitions

The terms used in the contract and its annexes have the meaning assigned to them by the laws and decrees on IT terminology. Terms that, by way of exception, have a meaning specific to the contract are defined in this article or in the text of the various contractual documents.

COMPANY Equipment: hardware, accessories and software owned by or placed under the responsibility of the COMPANY, including any equipment purchased from the PROVIDER.

PROVIDER Equipment: servers, software and other equipment made available to the COMPANY by the PROVIDER in connection with the delivery of the services subscribed under the contract.

Software: off-the-shelf packages (application or technical), specific software (application or technical), development or test tools, programs, IT procedures, file or database managers, scripts and operating systems made available to the COMPANY by the PROVIDER and/or their respective publishers as part of the service.

Data: database records and files of any kind (text, audio, video, image, diagram, graphic, email address, etc.), without this list being exhaustive.

Data Set: a clearly delimited group of files intended to be restored in full; for example a database (set of tables) or a file library (set of file directories belonging to the same tree).

Internet: a worldwide electronic communications network formed by the interconnection of computer networks using the IP protocol.

Service: work provided by the PROVIDER to the COMPANY, as set out in the service descriptions specific to each contract.

Site: a website (public website), Intranet (organisation-internal website) or Extranet (website accessible to the organisation's clients, partners and suppliers) that is the subject of the Services.

Software package: a standard software product made up of multiple configurable or customisable applications implemented as part of the Services.

Specific software: a program developed bespoke to meet a precise need specific to an organisation that is the subject of the Services.

Applications (application modules): all the elements forming a usable whole that make up the Site, the Software package or the Specific software.

A.3. Contractual documents

The Contract is formed of all or part of the following documents, presented in descending order of legal precedence:

• the Contract;
• the General Terms and Conditions of Sale;
• the Special Conditions specific to each type of service;
• the Personal Data Processing terms;
• the detailed descriptions of Software or Services annexed to the Contract;
• the specification documents validated by both parties;
• any additional annexes referred to in the contract.

In the event of any contradiction between one or more provisions in any of these documents, the higher-ranking document shall prevail.

Meeting minutes bind the Parties only for the statements they contain, after approval by the Parties. They may not under any circumstances modify the contractual documents listed above.

It is expressly agreed between the Parties that any tolerance or waiver by one of the Parties in applying all or part of the commitments set out in the Contract, whatever its frequency and duration, shall not constitute a modification of the Contract nor create any right whatsoever. The fact that one obligation is void does not affect the validity of the other obligations or stipulations of the Contract, which retain their full binding force.

The COMPANY expressly approves and accepts the documents comprising the Contract and accordingly waives the right to rely on any contradictory document, in particular its own general purchasing conditions, which shall be unenforceable against the PROVIDER even if the latter was aware of them.

A.4. Cooperation

The COMPANY undertakes to provide, at the PROVIDER's request, all information necessary for the provision of the services and to report within forty-eight hours any change in its situation or in the project context likely to affect the services covered by the contract.

The parties intend to consult one another, in a spirit of understanding and fairness, to jointly determine the appropriate means of remedying any situation of contractual imbalance arising from economic, technical or commercial circumstances. Failing agreement, the contract may be terminated early under the conditions set out in the contract.

A.5. Payment terms and late-payment interest

The COMPANY undertakes to honour each payment due to the PROVIDER within a maximum of sixty (60) days from the invoice date and without deduction. In the event of late payment, and in accordance with Article L.441-10 of the French Commercial Code, the PROVIDER reserves the right to apply, without prior formal notice, from the day following the payment due date:

• late-payment interest equal to the European Central Bank rate (increased as provided by law); and
• a fixed recovery-cost indemnity of €40.

Should the late payment exceed sixty (60) days, the PROVIDER may, as of right, suspend the services or access to the service after a registered letter with acknowledgement of receipt has remained unsuccessful; the sums relating to the current contractual subscription period remain due. Any dishonoured-payment fees and all recovery costs shall also be borne by the COMPANY. The COMPANY may not, under any circumstances, claim any indemnity from the PROVIDER following a payment incident.

The designation of a third-party payer does not, in the event of the latter's default, release the COMPANY from its obligation to pay invoices to the PROVIDER.

A.6. Confidentiality

The COMPANY undertakes not to use the information and documents relating to the performance of the contract for any purpose other than its performance, to return all documents provided, to disclose the confidential information received only to its staff, advisers or affiliated companies who necessarily need it for the performance of the contract, and to clearly inform the aforementioned persons of the confidentiality covering the information and require them to comply with it.

Each party undertakes to respect and ensure compliance with the confidential nature of any information, document, data or concept of which it may become aware throughout the performance of the contract and for a period of one year after its expiry. This confidentiality obligation does not apply to elements that have fallen into the public domain.

The parties may also formalise the matters relating to this confidentiality in a 'confidentiality agreement' specifying their reciprocal obligations.

A.7. Intellectual property

Each Party acknowledges that nothing in this Contract shall be construed as constituting an assignment of an intellectual property right or licence relating to or arising from the Information. In particular, the Parties acknowledge that no licence is granted hereunder, directly or indirectly, under any patent, trade secret, trademark or copyright.

The COMPANY formally declares that it holds all the tangible and intangible elements as well as all the rights enabling any exploitation of the works delivered to the PROVIDER for their inclusion in a multimedia product. The COMPANY accordingly indemnifies the PROVIDER against any action or claim by a third party in connection with the exploitation of said works.

Publications constitute works of the mind protected by copyright within the meaning of Article L.112-2 of the French Intellectual Property Code. The COMPANY is the sole owner of the copyright in its publications, which the PROVIDER expressly acknowledges.

The PROVIDER undertakes to refrain from any act likely to infringe, directly or indirectly, these copyrights; in particular, the PROVIDER may not modify in any way, adapt or translate the COMPANY's publications without the latter's prior agreement.

The provisions of this article do not apply to publications for which the COMPANY has expressly indicated to the PROVIDER that they are not covered by any exclusive right and are therefore freely usable, nor to works created by the PROVIDER under the contract.

The PROVIDER's graphic, development or textual creations remain the property of the PROVIDER, which reserves the right to resell or partly reuse its creations.

Furthermore, the PROVIDER retains ownership of its know-how (including related data), tools, norms, standards and methods used in performing the contract.

By way of exception to the foregoing, when the Client subscribes to a licence to use the Melis Platform solution, it is granted on a non-exclusive, personal and non-transferable basis, according to the subscription model chosen (SaaS mode or term licence) and the terms defined in the Special Conditions and in Article B.13 of the 'Special Conditions – Hosting and Managed Services' annex. Apart from this case, no other licence is granted hereunder.

A.8. Commercial references

With the COMPANY's prior authorisation, the PROVIDER may display the distinctive signs belonging to the COMPANY and mention the nature of the services delivered under the contract on a list of commercial references made public.

A.9. Force majeure and act of a third party

Neither party shall be held liable to the other for the non-performance or delays in performing an obligation of this contract due to the occurrence of a force majeure event, or the act of a third party having the characteristics of force majeure, as usually recognised by the case law of the French courts, such as:

• the unavailability of hardware, supplies or spare parts;
• the interruption, suspension, reduction or disruption linked to a total or partial malfunction resulting from disturbances;
• natural events (lightning, fire, explosion, flood, etc.);
• exceptional events (war, embargo, boycott, etc.);
• legal and regulatory changes hindering the provision of services;
• labour disputes involving the PROVIDER's staff;
• problems caused by the COMPANY's actions or inactions;
• the COMPANY's failure to meet its obligations under the contract;
• tasks performed by the COMPANY's third-party suppliers;
• any other circumstances beyond the PROVIDER's reasonable control.

Upon the occurrence of one of the events referred to in the preceding paragraph, the PROVIDER:

• reserves the right to suspend its services for the necessary time;
• informs the COMPANY as soon as possible.

Force majeure events, or acts of a third party having the characteristics of force majeure, suspend the obligations arising from the contract for the entire duration of their existence. However, where the force majeure event or act of a third party lasts more than thirty (30) consecutive days, either party may terminate this contract as of right, eight days after sending a registered letter with acknowledgement of receipt notifying this decision.

A.10. Severability and headings

If one or more provisions of these general terms prove to be void, the said clause(s) shall be deemed unwritten but shall not entail the nullity of the remaining general terms, which shall remain fully valid and retain their full force and scope. The article headings of the general terms are inserted solely to facilitate reference and may not be used to interpret or alter their meaning. Accordingly, in the event of difficulty of interpretation between any heading and any clause of the general terms, the headings shall be deemed non-existent.

A.11. Insurance

Each party declares to the other that it is insured, with a first-rank insurance company, for all the harmful consequences of the acts for which it may be held liable under the contract.

In the case of a hosting service, it is for the COMPANY to inform its insurance company of the hosting of its data and IT processing and to bear any contractual and financial changes. In this respect, the PROVIDER has informed the COMPANY of the consequences that a failure to inform its insurer could have for it.

The PROVIDER advises the COMPANY to take out Property Damage cover for losses of gross operating margin and financial losses (additional operating costs and business-interruption losses) following a supplier failure.

A.12. Subcontracting

The use of another subcontractor to reinforce the service by the PROVIDER does not require prior authorisation from the data controller. This use may be:

• specific: subcontracting given for one or more particular subjects; or
• general: in which case any change relating to the use of subcontractors must be notified.

A.13. Assignment of the contract

A change of control or an assignment of all or most of the assets of the PROVIDER or the COMPANY shall be regarded as an assignment of the Contract without any other formality being required. Any other form of assignment of the Contract requires prior agreement, which shall be made in writing and duly signed by the Parties.

A.14. Evidence agreement

The computer recording by the PROVIDER of the data, items or documents exchanged between the PROVIDER and the COMPANY as part of the services provided under the contract, on any electronic medium kept by the PROVIDER, shall be deemed to have integrity and shall constitute documentary evidence, including in court, of the date, the identity of their author and that author's intention to express their content.

A.15. Language of the contract and applicable law

This contract and the acts resulting from it are governed by French law. The documents comprising the contract are drawn up in French. Should they be translated into one or more languages, only the French text shall prevail in the event of dispute.

A.16. Dispute resolution and jurisdiction

Any dispute arising as to the validity, interpretation, performance or non-performance, interruption or termination of this contract shall be submitted to mediation in accordance with the mediation rules of the Paris Mediation and Arbitration Centre (CMAP), to which the partners declare they submit. Any dispute not settled through mediation shall be submitted to the exclusive jurisdiction of the Paris Commercial Court, notwithstanding plurality of defendants or third-party claims, even for urgent or protective proceedings, in summary proceedings or by application.