General Terms and Conditions of Service (GTC)

Between: POCKANN CONSULTING, a procurement consulting company, a simplified joint-stock company (SAS) with a sole shareholder and a capital of €1,500, having its registered office at 37G avenue des Genottes, 95800 Cergy, registered with the Pontoise Trade and Companies Register under number RCS 950 794 735, duly represented by Mr. David MÉRO, its President.

Hereinafter referred to as: “POCKANN CONSULTING” or the SERVICE PROVIDER;

AND The CLIENT,

The parties hereby agree and stipulate as follows:

1.1 These General Terms and Conditions of Service (GTCS), set forth below, pertaining to the services of POCKANN CONSULTING, are regularly brought to the CLIENT’s attention and are intended to define the conditions under which the SERVICE PROVIDER shall perform the services entrusted by the CLIENT and as specified in the quote or engagement letter signed by the CLIENT.

1.2 These terms and conditions constitute the essential and governing provisions and take precedence over all general terms and conditions and/or any other document issued by the CLIENT, regardless of their terms. Accordingly, any order placed with the SERVICE PROVIDER implies unconditional acceptance of these general terms and conditions, unless the SERVICE PROVIDER has expressly agreed to include specific clauses prior to the date the contract is formed.

POCKANN CONSULTING is a strategy consulting firm specializing in procurement and supply chain management, and as such offers research, consulting, and support services. The company makes its expertise available to its clients and, in this capacity, provides them with all of its services in accordance with the objectives previously defined between the CLIENT and the SERVICE PROVIDER.

The SERVICE PROVIDER offers services related to auditing, the implementation of procurement strategies, and the analysis and management of procurement and supply chain projects with the aim of improving economic, social, and environmental performance, as well as providing support for the recruitment and training of the CLIENT’s employees.

3.1 The prices for the Services, stated in euros, are those in effect at the time the estimate or engagement letter—hereinafter referred to as the “Contract”—is signed; they are firm and non-negotiable. Invoices are issued by the SERVICE PROVIDER and delivered to the CLIENT in accordance with the payment schedule set forth in the Contract. Prices are net and exclude taxes.

3.2 The prices set forth in the engagement letter do not include taxes (VAT, revenue stamps, visas, etc.) or any expenses incurred by the SERVICE PROVIDER, such as travel and meals necessary for the proper performance of the engagement, as well as the cost of any additional or unforeseen services requested by the CLIENT.

3.3 Expenses or services not included in the prices of the Services will be listed and reimbursed to the SERVICE PROVIDER at actual cost, upon presentation of supporting documentation.

The service is billed in accordance with the contract previously signed by the CLIENT. The CLIENT agrees to pay any invoice issued by the SERVICE PROVIDER in accordance with the terms set out in the quotation document or engagement letter or, by default, within a maximum of thirty (30) days from the date the invoice date. Payment must be made by bank transfer.

5.1 Any amount not paid by its due date or any payment that does not match the invoiced amount shall automatically and without prior notice give rise to the payment of a late payment penalty, calculated based on the European Central Bank’s (ECB) semi-annual reference rate, in effect as of January 1st or July 1st, plus 10 basis points per month of delay, as well as the payment of a lump-sum indemnity for collection costs in the amount of forty euros (€40) pursuant to Decree No. 2012-1115, Official Journal of October 4, 2012.

5.2 These penalties accrue from the day following the payment due date indicated on the invoice until the date of actual payment, provided that any month that has begun is due in full.

5.3 Any delay in payment of amounts owed by the Client beyond the deadline set forth above (ARTICLE 4) and after the payment date indicated on the invoice sent to the Client shall result, following prior formal notice, the immediate due and payable status of all amounts owed by the CLIENT, without prejudice to any other legal actions the SERVICE PROVIDER may be entitled to bring against the CLIENT in this regard.

The SERVICE PROVIDER may suspend or terminate all Services currently in progress. The CLIENT shall not be authorized to withhold or defer payment of any amount owed to the SERVICE PROVIDER, even in the event of a dispute or claim.

5.4 Unless the SERVICE PROVIDER has given its express, prior, and written consent, and provided that the mutual claims and debts are certain, liquid, and due, the CLIENT may not validly set off any penalties for delays in the provision of the ordered services or non-conformity with the order, on the one hand, against the amounts owed by the CLIENT to the SERVICE PROVIDER for the purchase of said Services, on the other hand.

6.1 The Contract and these General Terms and Conditions shall take effect upon their signature in accordance with the schedule agreed upon with the CLIENT. They are not automatically renewable, unless otherwise agreed upon by the PARTIES. In the event that performance has begun prior to ratification by both PARTIES, it is understood that such performance shall be retroactively covered by the signature of the Contract and these General Terms and Conditions.

6.2 Each PARTY agrees to notify the other without delay of any delay or failure in the performance of the Contract or the tasks set forth therein.

In the event of non-performance, refusal to pay, non-payment or improper performance, breach, or violation by either PARTY of the obligations imposed upon it by this Contract, the other PARTY may send the PARTY responsible for the breach a formal notice, via email or certified mail with return receipt requested, requiring it to fulfill its obligation or cease the conduct prohibited by the Contract. In such a case, if the formal notice remains ineffective upon the expiration of a period of 7 (seven) days from the date of receipt, the party affected by the breach may, at its discretion, terminate this contract as of right without prior notice.

6.3 The CLIENT may terminate the contract early, subject to the SERVICE PROVIDER’s express consent. In such a case, the CLIENT agrees to pay the SERVICE PROVIDER all amounts due for services rendered under the signed contract and to reimburse any expenses incurred. The decision to terminate the contract must be notified by certified letter with acknowledgment of receipt, which shall trigger the thirty-day notice period.

7.1 The SERVICE PROVIDER agrees to perform the service with all due care customary in its profession and to comply with current industry standards. Furthermore, subject to any contrary mandatory legal provisions, it is expressly specified that the SERVICE PROVIDER is bound only by an obligation of means and not of result. Due to uncertainties, unforeseen events may occur. Significant differences may therefore arise between the initial time estimates and the actual results. Under no circumstances may the SERVICE PROVIDER be held liable for whether or not these projections are met.

7.2 In order to enable the SERVICE PROVIDER to carry out the assignment under favorable conditions and to deliver the deliverables by the specified date, the CLIENT agrees to provide the SERVICE PROVIDER with all documents and information necessary for the assignment and to cooperate fully with the SERVICE PROVIDER.

The SERVICE PROVIDER shall under no circumstances be held liable for any delay or suspension in the provision of the service attributable to the CLIENT.

7.3 Each PARTY shall be responsible for the proper performance of its obligations. The SERVICE PROVIDER shall be liable only for direct damages caused to the CLIENT resulting from its own fault or negligence (excluding any case of force majeure, fault on the part of the CLIENT, or practices by the CLIENT that do not comply with the SERVICE PROVIDER’s recommendations).

8.1 The services requested by the CLIENT will be provided in accordance with the tentative schedule established upon signing the contract.

8.2 In the absence of any reservations or complaints expressly raised by the CLIENT upon receipt of the services, the services will be deemed to conform to the order in terms of quantity and quality. The CLIENT shall have a period of 7 (seven) days from the date of service delivery to submit such reservations or complaints in writing, along with all supporting documentation, to the SERVICE PROVIDER.

No complaint may be validly accepted if the CLIENT fails to comply with these formalities and deadlines. In the event of a specific request by the CLIENT regarding the terms of service provision, duly accepted in writing by the SERVICE PROVIDER, the associated costs will be subject to a separate, additional invoice, based on a quote previously accepted by the CLIENT or the signing of an amendment to the engagement letter.

9.1 The SERVICE PROVIDER and the CLIENT are and shall remain independent entities; neither PARTY may bind the other PARTY, except as expressly provided herein.

9.2 The SERVICE PROVIDER shall perform its duties as an independent SERVICE PROVIDER, without any relationship of subordination to the CLIENT, who is not its employer and does not assume the SERVICE PROVIDER’s obligations.

9.3 The relationship between the PARTIES arising from this Agreement shall not be considered a partnership, a de facto partnership, a joint venture, or a commercial agency agreement.

9.4 It is expressly stated that the CLIENT assumes responsibility and risk for the operation, and that this contract does not constitute a mandate for the administration of property within the meaning of the Law of July 10, 1971.

10.1 Each PARTY holds intellectual property rights relating to technological developments, patents, distinctive signs, trademarks, software, or other copyrights necessary for the performance of the obligations arising under this contract. The other PARTY may use the rights set forth above only for the strict performance of this Agreement. Under no circumstances shall the use of such rights for purposes outside the scope of this Agreement be permitted, whether free of charge or for consideration, unless expressly agreed to in advance and in writing by the other PARTY.

In the event of a breach of this commitment, the defaulting PARTY shall be subject to the penalties provided for by the provisions governing infringement in accordance with the Intellectual Property Code and the Penal Code.

10.2 The CLIENT retains ownership of the information provided to the SERVICE PROVIDER, regardless of its nature or medium.

10.3 The price of the Service specified in the “Compensation” section includes the transfer to the CLIENT of the physical and intellectual property rights to the deliverables (including, but not limited to: reports, studies, and preparatory documents) provided for in the contract, as well as all components thereof (e.g., recommendation reports), produced by the SERVICE PROVIDER, its staff, any subcontractors, and the staff of such subcontractors. The transfer of ownership from the SERVICE PROVIDER to the CLIENT shall take place as the deliverables are completed.

10.4 Consequently, the CLIENT owns the rights to exploit, reproduce, display, modify, market, and use the deliverables and all their constituent elements, in the broadest sense, for the entire duration of the intellectual property rights. This assignment is granted without limitation on the number of reproductions or performances, for all countries and all languages, for all modes of exploitation, and on all current and future media, including, but not limited to, computer systems, multimedia, networks (including the Internet), and direct or satellite broadcasting. It is granted exclusively to the CLIENT, as well as to any other company designated by the CLIENT.

10.5 Accordingly, the SERVICE PROVIDER shall not exploit for its own benefit or transfer to a third party all or part of the deliverables produced, in any form whatsoever, and the CLIENT is free to take all necessary steps to register and/or protect the deliverables in accordance with the Intellectual Property Code.

Consequently, the SERVICE PROVIDER is required to provide the CLIENT, as they are completed, with all elements that will constitute the various deliverables covered by the Services (e.g., recommendation report).

10.6 The SERVICE PROVIDER must affix a confidentiality and ownership notice in favor of the CLIENT on all deliverables and other transferred materials.

10.7 The SERVICE PROVIDER retains all rights it holds to the methodologies and methods of analysis, know-how, and experience acquired prior to or in the course of these Services, which are in no way considered documents prepared specifically for the purposes of this contract. The SERVICE PROVIDER may not be restricted in any way in the exercise of these rights.

10.8 The SERVICE PROVIDER indemnifies the CLIENT against any risk of a claim or legal action brought by third parties during or after the performance of the contract on the grounds of a violation of their rights, in particular with respect to intellectual property rights in the materials provided by the SERVICE PROVIDER under the contract. In this regard, the SERVICE PROVIDER hereby indemnifies the CLIENT in advance against any claim, of any nature whatsoever, arising from one of its employees, associates, or third parties.

In the event that legal proceedings are brought against the CLIENT, all costs, fees, and damages to which the CLIENT may be ordered to pay shall be borne entirely by the SERVICE PROVIDER.

10.9 The CLIENT authorizes the SERVICE PROVIDER to feature the CLIENT as a reference in brochures and/or other documents intended for its clients and prospects without the CLIENT’s prior written consent.

11.1 Personal data collected from clients is processed electronically by the SERVICE PROVIDER. It is stored in the SERVICE PROVIDER’s client database and is essential for the provision of its services. This information and personal data is also retained for security purposes and to comply with legal and regulatory obligations. It will be retained for as long as necessary to fulfill the service obligations and any applicable warranties.

11.2 The data controller is POCKANN CONSULTING. Access to personal data will be strictly limited to the data controller’s employees who are authorized to process it by virtue of their duties. The information collected may be disclosed to third parties affiliated with the company for the performance of outsourced tasks, without requiring the CLIENT’s authorization.

11.3 In the course of performing their services, third parties have only limited access to the data and are required to use it in accordance with the provisions of applicable data protection legislation (GDPR).

11.4 Except as set forth above, the SERVICE PROVIDER shall not sell, rent, transfer, or grant access to the data to third parties without the CLIENT’s prior consent, unless compelled to do so for a legitimate reason.

11.5 In accordance with applicable regulations, the CUSTOMER has the right to access, rectify, erase, and transfer their personal data, as well as the right to object to the processing of such data on legitimate grounds. The CUSTOMER may exercise these rights by contacting the data controller at the following mailing address or email address: 37G, avenue des Genottes 95800 Cergy - ZHFxeGZkdkN0dGRtZHJzLmVycnh2bndtc2gwZXB6Zg==

The CUSTOMER may file a complaint with a supervisory authority such as the French Data Protection Authority (CNIL).

12.1 The PARTIES agree, as a confidentiality clause, for the entire term of this contract and indefinitely after its expiration, for any reason whatsoever, to maintain the strictest confidentiality, refraining from disclosing, directly or indirectly, any information, knowledge, or know-how whatsoever concerning the other party and its operating procedures, to which it may have had access in the course of performing this contract, unless such disclosure is required by a specific regulation or an administrative or judicial order.

12.2 The SERVICE PROVIDER, however, shall not be held liable for any disclosure if the disclosed information was in the public domain as of the date of disclosure, or if the SERVICE PROVIDER was already aware of it prior to the date of execution of this contract, or if the SERVICE PROVIDER obtained it from third parties through legitimate means.

13.1 The SERVICE PROVIDER agrees to take out an insurance policy covering its professional liability for all activities and obligations arising from this contract.

The SERVICE PROVIDER agrees to maintain this policy for the entire term of this contract and to provide proof thereof to the CLIENT upon request by supplying a certificate from its insurers listing the coverage purchased, the amounts of coverage, and the policy’s term.

13.2 The PARTIES agree to notify each other of any claim related to this Contract, by any appropriate means, immediately upon becoming aware of it, and in any event within the timeframes required by the insurance policies.

14.1 The PARTIES shall not be held liable if the failure to perform or any delay in the performance of any of their obligations, as described herein, results from a force majeure event, as defined in Article 1218 of the Civil Code, or from exceptional health or weather-related circumstances beyond the control of the PARTIES.

14.2 The PARTY that becomes aware of the event must immediately inform the other PARTY of its inability to perform its obligation and provide justification therefor. The suspension of obligations shall in no event constitute grounds for liability for non-performance of the obligation in question, nor shall it give rise to the payment of damages or late payment penalties.

Performance of the obligation shall be suspended for the entire duration of the force majeure event if it is temporary. Consequently, as soon as the cause of the suspension of their mutual obligations ceases to exist, the PARTIES shall make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the PARTIES prevented from performing shall notify the other of the resumption of its obligation by certified letter with acknowledgment of receipt or any extrajudicial document.

15.1 This engagement letter and the general terms and conditions of service are governed by French law.

15.2 In order to jointly find a solution to any dispute that may arise in the performance of this contract, except in cases of emergency, the PARTIES agree to meet within 7 (seven) days of receipt of a registered letter with acknowledgment of receipt, sent by one of the two PARTIES.

This amicable dispute resolution procedure is a mandatory prerequisite for bringing a legal action between the PARTIES, except in summary proceedings. Any legal action brought in violation of this clause shall be declared inadmissible.

However, if, at the end of a 30 (thirty)-day period, the PARTIES are unable to reach an agreement on a compromise or a solution, the dispute shall then be submitted to the jurisdiction designated below.

15.3 In the absence of an agreement within the aforementioned period, the party acting first may bring the matter before the Commercial Court of PONTOISE (FRANCE), to which the PARTIES expressly confer jurisdiction—even in the event of third-party claims or multiple defendants—for any dispute that may arise from these Terms and the agreements arising therefrom, concerning their validity, interpretation, performance, termination, consequences, and effects.