Terms of services

Summary

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• SPECIFIC CONDITIONS
• APPENDIX 1 - GENERAL TERMS OF SERVICES
• APPENDIX 2 - KEY PERFORMANCE INDICATORS
• APPENDIX 3 - TAX AND SOCIAL OBLIGATIONS
• APPENDIX 4 - CODE OF ETHICS
• APPENDIX 5 - PAYMENT SERVICES AGREEMENT

General Terms and Conditions of Use for Payment Services

SPECIFIC CONDITIONS
OTEPLACE

OTEGO, a French Company (société par actions simplifiée (simplified joint stock company)), registered within the Trade and Register Company (R.C.S) of Bourg-en-Bresse (France) under number 759 200 983, and located at Zone Industrielle les Chartinières – 01120 Dagneux (France) (hereafter referred to as "OTEGO" or the "Operator") publishes and operates the Marketplace accessible at the following address: www.oteplace.com (hereafter the "Platform" or "OTEPLACE").

The Platform provides a professional intermediation service by which professional customers (hereinafter the "Buyers") can order technical equipments against liquids, extreme temperature or chemicals and environnemental threats (hereinafter the "Products") from sellers registered on the Plateform (hereinafter the "Sellers").

The Seller, as identified in Annex 1 (Information Sheet) to this Specific Conditions, wishes to benefit from the Services related to the Platform.

In order to assess the adequacy of the services to its needs and make an informed choice, the Seller acknowledges that OTEGO has provided it with the necessary information, answered its questions and made any demonstration that it may have requested concerning the services described below.

For future cooperation purposes, the Seller and OTEGO (hereinafter the "Parties") have agreed to the following specific conditions.

For the purposes of this document, it is agreed between the Parties that all terms beginning with a capital letter not defined under these Specific Conditions should have the meaning attributed to them by the General Terms of Services.

1. Description of the Services

1.1.General presentation of the Platform's functionalities

By subscribing to the Services following the procedure described below, the Seller benefits from the following features:

• The provision of a Back-Office enabling it to manage its Account, to put its Seller's Catalogue online, and to manage its Orders (requested Orders and on-going) and deliveries;

• Automatic connection with the Buyers on the Platform;

• The sale of Products;

• Additional Services as provided by OTEGO and to which the Seller has expressly subscribed.

1.2. Methods for selecting Sellers and Products

The Platform is dedicated to putting Sellers and Buyers in contact with each other for the purchase of products that fall in the scope of protecting people, machines and infrastructures.

OTEGO attaches great importance to offer only Products from the Seller's catalogues that are in line with this positioning.

Thus, the Seller who wishes to register on the Platform in order to benefit from the online service of professional intermediation proposed by OTEGO acknowledges that only the products corresponding to this requirement of quality and coherence can be offered on the Platform.

Moreover, the Seller accepts that its right to sell on the Platform is subject to its compliance with the requirements detailled in the General Terms of Services.

2. Summary of ordered Services

2.1. Scope of the ordered Services

• Territory : Services are available in the territories where "pay-out creation" is available according to the PSP's list available here.

• Duration : indefinite period

The Parties may terminate the Agreement at any time, subject to the termination terms set out in the General Terms of Services.

2.2. Ordered Services

Prestations / Services	Description	Prices (euros excluding VAT)	Choice
Licence to use the Platform ("Marketplace Service")	License agreement for the Platform including: Catalogue upload; Data hosting; Corrective maintenance; Support; Messaging (OTEPLACE Message); Providing access to the Solution.	12% on each transaction	Included
Initial Set-up	Initial Set-Up of the OTEPLACE Shop by the Operator (help to upload the Catalogue, etc.)	OFFERED	☐
Payment Services	Access to a payment solution enabling the Seller to collect payments directly on the Platform.	Refer to the PSP conditions	Included

2.3. Price and payment terms

All prices mentioned hereinafter are those in effect on the date of the signing of this proposal or of the renewal of the Agreement, with a deduction of all reductions, discounts or rebates agreed upon, if applicable.

3. Modifications

The Specific Conditions define the scope of the Services ordered by the Seller and the financial terms and conditions negotiated.

They may be modified by means of amendment regularized by the Parties.

4. Special Provisions [OPTIONAL]

By express agreement and by exemption to the General Terms of Service, Appendix 2 of these presents, the Parties agreed on the following conditions: [to complete]

5. Acceptance of other documents

The signature of the Specific Conditions implies unreserved acceptance of the General Terms of Services and all relevant Appendices or Annexes to the present.

Therefore, by accepting these Specific Conditions, the Seller declares that it has read:

• The General Terms of Service of OTEGO (APPENDIX 1 - GENERAL TERMS OF SERVICES);

• Key Performance Indicators it shall respect (APPENDIX 2 – KEY PERFORMANCE INDICATORS)

• Information regarding tax and social obligations of Sellers (APPENDIX 3 – TAX AND SOCIAL OBLIGATIONS);

• OTEGO's Code of Ethics (APPENDIX 4 – CODE OF ETHICS);

• The terms applicable to Payment Services (APPENDIX 5 - PAYMENT SERVICES AGREEMENT);

• If applicable, it declares to have read and completed the Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 (APPENDIX 6 – STANDARD CONTRACTUAL CLAUSES FOR THE TRANSFER OF PERSONAL DATA)

as annexed hereto and expressly accepts them without reservation.

APPENDIX 1 - GENERAL TERMS OF SERVICES

Dated (last version): 14th June 2022.

PREAMBLE

OTEGO is a French Company (société par actions simplifiée (simplified joint stock company)), registered within the Trade and Register Company (R.C.S) of Bourg-en-Bresse (France) under number 759 200 983, and located at Zone Industrielle les Chartinières – 01120 Dagneux (France) (hereafter referred to as "OTEGO" or the "Operator").

OTEGO publishes and operates the Marketplace accessible at the following address: www.oteplace.com (hereafter the "Platform" or "OTEPLACE").

OTEPLACE is OTEGO's collaborative platform that aims at developping a real vertical marketplace solution integrating both customers and partners or providers of OTEGO's value chain, in order to create a complete on-line eco-system for the sale of products protecting people, machines or infrastructure.

In this context, OTEGO acts as operator of the Platform, as a simple technical intermediary. Its role is limited to host the offers of the Sellers on the Platform and to put the Sellers in contact with the Buyers.

These General Terms of Service, established pursuant to Article L.441-1 of the French Commercial Code, are applicable as a matter of ordinary law to the Services provided by OTEGO to its Sellers in the context of its activities.

IMPORTANT

ANY SUBSCRIPTION TO THE PLATFORM AND ASSOCIATED SERVICES IMPLIES THE ACCEPTANCE BY THE SELLER OF THESE TERMS OF SERVICE.

2. CONTRACTUAL DOCUMENTS

The Agreement is composed of the following contractual documents, including their appendixes:

1. The Specific Conditions and Annex 1 (Information Sheet);
2. The General Terms of Service of OTEGO (Appendix 1 - General Terms of Services);
3. All other Appendices as listed hereafter:

   • Key Performance Indicators (Appendix 2 – Key Performance Indicators)

   • Information regarding tax and social obligations of Sellers (Appendix 3 – Tax and Social Obligations);

   • OTEGO's Code of Ethics (Appendix 4 – Code of Ethics )

   • The terms applicable to Payment Services (Appendix 5 - Payment Services Agreement);

   • If applicable, the standard contractual clauses for transfer of personal data (Appendix 6 – Standard Contractual Clauses for the transfer of personal data)

These contractual documents are mutually explanatory.

In the event of any conflict, discrepancy or inconsistency, the terms of the aforementioned documents shall prevail in the descending order of priority in which they are listed above.

The Operator reserves the right to modify the present Agreement at any time.

These modifications will be brought to the attention of the Seller by any means thirty (30) daysbefore the changes come into force. In the event of substantial modifications to the present Agrement, the following hypotheses should be distinguished:

• Either the Seller consents to the said substantial modifications, in which case they will automatically come into force thirty (30) days from the notification without further formality,

• Either the Seller refuses the substantial modifications, in which case it may terminate the contract under the conditions set out in Article 17- "Suspension - Termination" hereof.

3. PURPOSE

The purpose of these General Terms of Service is to set forth the general terms and conditions applicable to the performance of the Services which have been subscribed by the Seller.

4. SUBSCRIPTION - ACCESS

Any internet user may access to the Platform but only whose who are registered as Sellers and/or Buyers may be able to order Products through the Platform and benefit from the Services.

In order to be registered as a Seller, an User should request to create its Account through the Platform's home page by completing the registration form.

To be accepted as a registered Seller, the User must:

• Be a registered company in the Territory;

• Benefit from actual expertise and competence in selling the Products:

  • Export expertise;

  • Internal policies enabling:

    1. Product traceability and monitoring;

    2. Quality control of the Products (for example, but not limited to, through compliance with specific standards, such as ISO standard 9001 or equivalent standards);

• Sell only authorized products, as defined in Article 5 "Marketplace Services";

• Comply with laws applicable to it, especially as to its social and fiscal obligations;

• Accept and respect the present Agreement, including all appendices and especially the OTEGO's Code of Ethics. Indeed, OTEGO intends to develop the Platform towards an eco-responsible approach. In this respect, the Seller expressly acknowledges that it is invited to already engage itself in such approach (by developping cleaner Products, investing in environmental protection, etc.).

The Seller shall provide all documentation necessary to demonstrate the above mentionned criterias, including (i) detailed information about its internal procedure for quality controls or traceability of Products; (ii) registration and administrative documents; or (iii) any certification statement to a specific standard corresponding to such criterias.

It is agreed between the Parties that any document transmitted by the Seller to demonstrate its compliance with the above should be considered as Confidential Information.

In any case, the Seller must ensure continuous information accuracy of its information and notify the Operator when an update is necessary.

When information relating to the Seller's registration is not up-to-date, complete and/or accurate, the Operator reserves the right to temporarily suspend the Seller's access to the Platform and/or the provision of its Services at the Operator's sole discretion, subject to a ten (10) Working Days prior notice in order to enable the Seller to comply with its obligation.

The Seller undertakes to take all reasonable steps to prevent any unauthorized access to or use of the Platform, the related Solution and Services and, in the event of such unauthorized access or use, to notify the Operator thereof as quickly as possible.

By express agreement between the Parties, all operations implemented through the use of the Seller's Login Information are deemed to have been made by the Seller, who is solely responsible for protecting its Login Information.

It is agreed between the Parties that any failure to uphold this Article could lead to the termination or the suspension of the Agreement.

5. MARKETPLACE SERVICES

5.1. Description of the Marketplace Service

5.1.1. General functions

The Marketplace Service allows the Seller to reference its Products on the Platform so that Buyers can purchase them.

The Operator must provide the Seller with a software architecture enabling it to benefit from:

• an OTEPLACE Shop and a Back-Office;

• computer interfaces enabling it to integrate its Seller's Catalogue with all Products sold on the Platform;

• all the Platform's functionalities as described in the Specific Conditions (except functionalities provided under optional Services);

• the possibility to sell the Products to Buyers through the Platform;

• the Payment Services.

The Seller may also benefit from assistance from the Operator for the initial set-up of its OTEPLACE Shop and uploading of its Seller's Catalogue, in accordance with the functional and financial terms agreed in the Specific Conditions.

The Marketplace Services enable the Seller to integrate its Offers into the Platform's general Product catalog. Thus, the Seller can automatically be in contact with the Buyer wishing to order one of its Products.

From its Back-Office, the Seller will be able to:

• Import its Seller's Catalogue;

• Upload its Seller's Terms of Sales;

• Manually manage its Seller's Catalogue as well as the corresponding Offers;

• Manage the prices of its Products as well as the possible promotions;

• Manage and follow the Orders carried out by the Buyers;

• Manage its OTEPLACE Shop;

• Visualize the statistics of its OTEPLACE Shop.

5.1.2. Communication

An internal messaging service ("OTEPLACE Message") is also accessible from the Back-Office. This service enables the Seller to communicate with:

• Other Users of the Platform;

• The Operator.

This service enables Buyers to contact a Seller to ask specific questions about Products and/or an Order.

5.2. Offering Products

5.2.1. Sellers' standards

The Seller should provide a quality customer care and maintain the trust of Buyers.

By selling on the Platform, the Seller shall complete the "About" section of its OTEPLACE Shop with a presentation of its activity and business.

Such information should be honest and precise.

The Seller shall also:

• Provide its Seller's Terms of Sales and respect all engagements taken in such document;

• Ensure that the content of its OTEPLACE Shop (including all Content representing the Seller, its Products or its shop / OTEPLACE Shop) shall respect the present General Terms of Services;

• Represent with precision its Products in the Offers;

• Respect its Order processing procedures and shipment time;

• Reply to messages in reasonable time;

• Resolve disputes or conflicts directly with the Buyer and request assistance from the Operator only if no other solution can be found;

• Alert the Buyer and cancel any Order it will not be able to execute;

• Comply with the key performance indicators set out in Appendix 2 – Key Performance Indicators.

• Comply with the Code of Ethics (Appendix 4) and therefore engage itself in a general eco-responsible approach.

5.2.2. Products standards

By selling on the Platform, the Seller acknowledges that it is responsible for respecting the laws and regulations applicable to the Products, including labels and disclaimers.

Especially, the Seller shall respect all environnemental obligations which may be imposed to it on the territority where the Products are delivered, such as the extended producer responsibility in the European Union or any equivalent regulation.

In particular, when the Seller provides Buyers in France with Products which are subject to these environnemental laws (or in any other territory with similar requirements), it shall provide the Operator and the Buyers with its unique administrative ID in order to prove that it has been registered with the relevant authorities (articles L. 541-10-9; L. 541-10-13 and R. 541-173 of the French Environnemental Code).

The Seller acknowledges that non-compliance with this obligation might result in suspension of its Account as provided in Article 4 "Subscription – Access" or even termination of the Agreement.
The Seller remains free to choose the Products it wants to share through the Platform. However, the Seller acknowledges that the Platform has high standards as to the Products which may be sold and that only certain categories of Products may be sold on the Platform.

To be the subject of an Offer on the Plateform, a Product shall:

• Constitute a technical equipment for protecting people, machines and/or infrastructures and match with the specific categories listed on the Platform;

• Come with technical know-how, accompanied by strong documentation about visuals, description, certification and traceability;

• Be made by the Seller or, at least, designed by the Seller. Distribution is not authorized on the Platform. The Offer should expressly mention the name of any manifacturing partner the Seller might work with for Product production.

In order to integrate Offers to the Platform, the Seller shall provide the following information:

• Name of the Products;

• Description of the Products;

• Category / Sub-Category of the Products;

• Where applicable, its unique ID provided by the relevant environmental authority;

• Pictures in a standard format;

• Price in the applicable currency;

• Quantity;

• Specific conditions (conditions for delivery, Territories to which the Product may be delivered, etc.);

• Technical Documentation in the following format: PDF;

• All characteristics allowing a better knowledge of the Product (reference, manufacturing year, …);

• All partners / businesses involved in the manufacture of a Product;

• If it is not the Seller's location, the place of the expedition and the partner's or warehouse's location;

• If the Product is subject to personalisation, that pictures are only examples and not contractual.

All Content used to describe and present the Products should be made by the Seller, or by a third-party on its behalf, and not made up with pictures and/or videos published or provided by third parties or external sources, such as other Sellers.

Products which do not comply with the above paragraphs or Article 13 "Intellectual Property" are not allowed to be sold on the Platform.

All Offers must propose a Product (including digital Products) and no Offer can be created for the sole purpose of presenting a promotional code, publishing an ad or any similar activity that does not lead to the direct provision of a Product.

The Seller shall be responsible for the Offer content.

Therefore, the Seller ensure that the Offer comply with all the laws and regulation in force and that it is entitled to distribute the Products on the Platform.

The Offer shall be honest and sufficiently precise.

All Offers will be moderated by the Operator before being published on the Platform. The Operator will publish the Offer at the latest three (3) Working Days after submission.

The Seller acknowledges that any Offer that does not comply with the above rules may be deleted by the Operator and the Seller might see its Account suspended or closed in accordance with Article 17 "Suspension -Termination".

5.3. Prices

The selling price of the Products is freely defined by the Seller, in compliance with the applicable laws and regulations.

The commission fees charged by the Operator will be deducted from the sale price of the Product sold to the Buyer on the Platform.

Thus, when determining its selling price, the Seller must be aware that it will have to suppport the payment of a commission to the Operator on this selling price, in accordance with article 2.2 "Ordered Services" of the Specific Conditions.

5.4. Ranking

The Sellers acknowledges that the Operator also acts as an authorized seller on the Platform.

Sellers' Products or Sellers' OTEPLACE Shops will be presented on the Platform in order of relevance according to the Buyers' search. Moreover, if an OTEPLACE Shop sees an increase in fulfilled Orders and good reviews, this might impact its visibillity on the Platform.

Sellers who subscribe to Marketing Services may benefit, according to the options chosen and availability of such Services, from a better ranking or specific presentation on the search pages or on the home page of the Platform, through a direct link to their OTEPLACE Shop or Offers for the selected Products.

The Seller may also benefit from other Marketing Services which may influence their visibility on the Platform such as assistance to create and manage their OTEPLACE Shop, for improving Search Engine Optimization (SEO) or mailing prospection.

These different Marketing Services will be subject to specific terms and conditions to be determined and entered into by the Parties.

5.5. Conditions for the Products provision

The Products sale by the Seller to the Buyer shall be governed by the Seller's Terms of Sales and the Platform's Terms of Use.

These conditions shall be made accessible to the Buyers by the Sellers on their OTEPLACE Shop.

By signing these General Terms of Service, the Seller guarantees that the content of its own Sellers's Terms of Sales comply with this Agreement, the Terms of Use and all the laws and regulation in force.

5.5.1. Order Process

The Seller will receive a notification by email and on the Platform each time a Buyer orders one of its Product through the Platform.

The Seller shall inform the Buyer of his acceptance of the Order within the delay set out in Appendix 2 (KPI).

The Seller acknowledges and agrees that the Operator shall not be liable in case of damage or loss arising from the Seller's failure to take into account any notification.

5.5.2. Availability of Products

The Product sale contract is entered into between the Seller and the Buyer subject to the availability of the Product.

In case of non availability of one or several Products ordered, the Seller shall inform the Buyer within the delay set out in Appendix 2 (KPI) and decline the Buyer's Order.

5.5.3. Payment of Products by the Buyer to the Seller

The Buyer may use the following payment methods to pay for its order:

• Payment by bank transfer;

• Credit card.

If the Buyer is eligible to this mean of payment and subject to availability, the Seller can also accept delayed payment by bank transfer.

Such mean of payment is to be provided by a third-party provider and might be subject to specific conditions and especially insurance terms, especially as to the Buyer's solvency and the credit guarantee, if any.

As the Seller is perfectly free not to accept payment on time as a method of payment, it is expressly agreed between the Parties that it alone shall bear the risk resulting from such a method of payment.

5.5.4. Delivery

Delivery of Products is under the Seller' sole responsibility.

The Operator does not take any responsibility in the shipping of the Product, even if the Seller had subscribed to the Fulfillment Services and subcontracted the delivery to the Partner. Indeed, the Operator is only an intermediary between the Seller and the Partner which provides such service.

The Seller informs its Buyers about delivery charges, if applicable, and includes such charges in its selling price when the Buyer completes its Order.

The Seller shall inform Buyers about estimate delays for shipping and expected delivery date.

5.5.5. Cancellation Policy

Sellers can refuse Orders coming from certain Territories where they are not able to deliver Products or when stock is not sufficient to deliver the Products in reasonable times.

Buyers can cancel their Orders as long as they have not been confirmed by the Seller.

Once an Order has been confirmed by the Seller, neither the Seller nor the Buyer should be authorized to cancel the Order, except otherwise provided in the Seller's Terms of Sale or the Offer.

Any payment already received for an Order that has been regularly cancelled by either of the Parties (meaning, in respect of the present Agreement or Seller's Terms of Sale) should lead to full reimbursement of the Buyer.

5.5.6. Ratings of Sellers

Buyers may leave a review, as well as a rating, going from on (1) to five (5) stars for overall satisfaction and a picture within one hundred (100) days following the estimated delivery date of their Products.

All reviews will be moderated before being published on the Platform.

If the Seller has not provided for an estimated delivery date, the period allowing reviews starts after the processing time and delivery time of the Order. Buyers may modifiy their review, including picture, as many times as they want, during this period. Buyers can delete their reviews at any time.

When a Seller receives a negative review (less than three (3) stars or a negative comment), a Seller can reply to a review.

Reviews and replies are subject to the rules regarding communication (as set out in Article 7 "Obligations of the Seller") and shall not contain:

• Private information;

• Graphic, explicit, or obscene speech and pictures;

• Hate, offensive speech or pictures;

• Advertisement or promotional content of any kind;

• Spams;

• Information independent from the Seller's control, such as shipping company, the Platform or any third party;

• False or dishonest information about the Product and/or a competitor's product;

• Blackmail, harassment or bribery attempt.

6. ADDITIONNAL SERVICES

The Operator may propose other Services to the Seller, subject to available options and choices made by the Seller in the Specific Conditions. These additionnal Services are governed by specific terms annexed to the present General Terms of Services if applicable.

Under the Fulfillment Services, the Operator may propose to the Seller several partners to which the Seller may outsource the Products logistics management, such as stock management; delivery; etc.

The Operator only intermediates between the Seller and the Partner but does not interfere in the conclusion of an agreement, if any. Therefore, it does not make any guarantee about (i) the conclusion of an agreement; (ii) the quality of the Partner's services or (iii) the execution of the services in any case.

7. OBLIGATIONS OF THE SELLER

In the context of the use of the Platform, the Seller undertakes to obey the laws and regulation in force to respect the rights of third parties and the provisions of this Agreement and the Terms of Use accessible at the following link.

More particularly, the Seller undertakes, when it integrates its Offers to the Platform, and, in general, when it uses the Platform or Solution, to:

• Respect the right of third parties, and particularly the intellectual property rights of third parties;

• Use the Solution and the Services only for licit purposes.

At all events, the Seller acknowledges and accepts that it uses the Platform and the Services under its full and exclusive responsibility. The Seller is in particular solely responsible for the Offers uploaded on the Platform and for its relations with the Buyers.

In order to enable the Operator to perform the Services in the best conditions, the Seller further undertakes:

• To cooperate with the Operator on all matters pertaining to the Services;

• To provide the Operator, at its request, with all reasonable documents and information in its possession that are useful for the conduct of the Services, in particular pictures and descriptions of the Offers uploaded;

• To respect all criteria set out in Article 5 "Marketplace Services" when managing its OTEPLACE Shop and Offers and for the entire duration of the Agreement;

• To undertake the provision of corrective maintenance following acceptance of the preliminary estimate drawn up by the Operator when such supplementary services are subject to any dysfunction that may be the consequence of:

  • Non-fulfillment by the Seller of the obligations assigned to it through this Agreement or the Terms of Use, and particularly improper use of the Platform, the Services or the Solution;

  • Use of the Platform, Services or Solution by an unauthorized third party;

  • Deficiency in the training of its personnel or employees using the Services;

  • Lack of sufficient precision in any Anomaly report sent to the Operator.

• To take into consideration notifications addressed through the Back-Office;

• To regularly connect to its Back-Office to update its stocks and follow-up on its Orders (including about shipping and delivery time, cancellations, etc.);

• To make regular backups of its data;

• To authorize the Operator to use its name, company name, logo and a sample message as a reference only for purposes of communication or commercial promotion relating to the Platform without any payment from the Operator;

• To pay for the Services;

• Not publish any content, data, information, and, where applicable, not to offer Products that are contrary to morality or public order;

• Not divert the purpose of the Platform to divert Buyers to its own site or to commit offences, crimes, felonies or misdemeanors punishable by the French Criminal Code or any other law;

• Comply with the privacy of third parties and the confidentiality of the exchanges;

• Comply with all laws and regulations in force governing communication on the Internet and/or rules that could prevent, limit or regulate the dissemination of information or data, and with the protection of privacy and the respect of property rights. It is specified that this obligation is extended to compliance with the effective standards of each Territory targeted by the Seller.

• Comply with the European legislation in force relating to the Products sold (safety standards, etc.);

• Not seek to attack the automated data processing systems implemented for the operation of the Platform;

• Not breach or attempt to breach the security or integrity of the Platform, communicate any misleading information, use the information for illegal purposes;

• Not use functionalities of the Platform to collude with other Sellers and/or any other attempt to free and lawful competition. The Seller should not use the Platform to falsely promote its Products through false reviews and/or defame other products sold on the Platform.

Moreover, the Seller agrees to respect the following communication rules for all discussions with other Users or the Operator, whatever the means used for such communication (messages on the Platform, forums, phone calls, or any external means) and to not:

• Send unrequired advertisement, promotions or any spam;

• Ask for donations;

• Harass other Users or the Operator or having an abusive behavior against them;

• Contact someone after that person had explicitly required to not be contacted again;

• Exchange personal, financial or any other information with the goal to bypass the Platform's payment process (including phone numbers, address, e-mail address, social media ID, external URLs to transfer money, etc.);

• Interfere with another User's transaction or activity, including to:

  • contact another User via the Platform in order to warn him about a Seller or Buyer, an OTEPLACE Shop, or a particular Product;

  • publish comments in public areas (forums, Offers, reviews, etc.) in order to protest and/or discuss about a dispute with another User;

  • buy a Product only to give a negative review;

  • Create or use and independent Buyer account to post false reviews and/or comment on reviews posted on other OTEPLACE Shops.

It is agreed between the Parties that any failure by the Seller to comply with its obligations under the Agreement shall entitle the Operator to temporarily suspend or terminate the Agreement.

In all events, the Seller remains bound to pay all amounts set in the Specific Conditions. The Seller shall indemnify the Operator against any loss or damage it suffers as a result of or in connection with any breach by the Seller of the provisions of the Agreement.

Finally, in the event of the receipt by the Operator of complaints and/or claims and/or notifications directly addressed by Buyers, internet users or any administrative or judicial authority as a result of the use of the Services by the Seller, including as a result of selling the Products through the Platform, it is expressly agreed between the Parties that the Seller shall fully compensate the Operator for all costs of internal or external processing of such complaints and/or claims and/or notifications.

8. OBLIGATIONS OF THE OPERATOR

The Operator acts as:

• provider of a software solution; and

• intermediary between the Sellers and the Buyers.

The Operator warrants that it shall provide the Services with reasonable care and skill and, except as expressly set out in this Agreement, it excludes all other conditions, guarantees, warranties (express or implied) or terms in relation to the Services to the maximum extent permissible by law.

Generally speaking, the Operator does not guarantee that the use of the Platform, the Solution or the Services will generate an increase in the Seller's turnover.

8.1. Accessibility / Availability

The Platform and the related Services are accessible 24 hours a day, 7 days a week, except in cases of force majeure or an event beyond the control of the Operator, and are subject to the reservation of possible breakdowns and interventions necessary to the proper functioning of the Services.

Indeed, the Operator shall deploy all means to guarantee the availability of the Platform and the Services, and to make it accessible to the Seller. To this end, the Operator guarantees an availability of the Platform of 90% per month.

However, the Operator shall not be held responsible for disruptions, cutoffs and/or errors that are not of its making and that could affect transmissions over the Internet, and more generally over the communications network, whatever their importance and duration may be.

It is moreover specified that the Operator may have to interrupt access to all or part of its Services for reasons of maintenance, for the improvement and installation of new features, for auditing of proper functioning or else in case of breakdown or the threat of breakdown.

The Operator shall inform the Seller through any means and at least five (5) Working Days in advance of the advent of rolling maintenance operations having an impact on the availability of the Service.

In these circumstances, the Operator cannot be liable for any indemnity or damages-interest with respect to the Seller, for any reason whatsoever.

8.2. Maintenance

8.1.1. Corrective maintenance

(i) Principles of intervention

The Operator, including eventual subcontractors,will ensure the corrective maintenance of the Platform, and will make its best efforts to act in accordance with the following timetable:

• "Blocking Anomaly": twenty-four (24) hours (Working Days);

• "Critical Anomaly": forty-eight (48) hours (Working Days);

• "Major Anomaly": five (5) Working Days;

• "Minor Anomaly": twenty (20) Working Days

Following the receipf of a notification of an Anomaly report by the Seller.

The Seller agrees that such timetable is applicable only if the notification for Anomalies it addressed to the Operator are sufficiently clear and precise to enable the Operator to process them.

It is specified that the corrective maintenance of Services and Solution associated with the Platform can, depending on the circumstances, be managed by an Operator subcontractor or by the Operator itself.

(ii) Procedure to follow

By "notification" it is appropriate here to understand this refers to feedback from a documented Anomaly allowing the Operator to identify the Anomaly and to reproduce it in connection with its processing. The Seller can provide this feedback by e-mail and/or using a form specifically for this purpose.

In the absence of notification, or in case of insufficiently documented notification that does not allow the Operator to identify or reproduce the Anomaly, the Operator shall not be bound to the timetables for correction stipulated above. In this regard, the liability of the Operator cannot be asserted:

• For failure to respect the timetables for correction following an Anomaly that is not the subject of a notification as described herein above, or that has been subject to insufficient notification (insufficiently documented);

• In the case of abusive use of server resources.

8.2. Support

The Operator also offers to the Seller an assistance service available at the following e-mail address: support@oteplace.com.

8.3. Rolling maintenance

The Operator shall ensure the rolling maintenance of the Platform, and shall inform the Seller via its Back-Office or by any other means prior to the installation of a new version the Solution. The Seller is not under any circumstances entitled to maintain a previous version of the Platform.

8.4. Security

The Operator undertakes to make every effort to:

• Ensure the digital and physical security of its information systems;

• Reduce to a minimum the risk of a security breach.

8.5. Conservation of data

The Operator respects the legal periods for the conservation of its Seller data.

In application of Article L.123-22 of the French Code of Commerce, Seller data related to invoicing shall be stored during 10 years to establish proof, and other Seller's categories of data shall be stored for 5 years to prove the existence of an Agreement pursuant to the Article 2224 of the French Civil Code.

Procedures for the deletion of data in the event of termination of the Agreement are specified in the Article entitled "Suspension / Termination".

9. DISPUTES BETWEEN SELLERS AND BUYERS

The Seller, using the Platform to sell its Products, acknowledges that it also engages the brand image of the Operator.

The Seller therefore acknowledges that its actions which do not comply with all the obligations stipulated in this Agreement may have a detrimental effect for the Operator.

The Operator is a simple intermediary between the Buyer and the Seller.

The Operator can not be held responsible for the Product sale and delivery. As such, any sale of Products on the Platform shall be governed by the Seller's Terms of Sales that the Operator shall not be held liable for.

Therefore, in any event affecting the relationship between the Buyer and the Seller, both are encouraged to find an amicable settlement between them.

The Seller undertakes to make its best efforts to resolve amicably any dispute with a Buyer.

In case no solution is found, Buyers may open a dispute case on the Platform for non-delivery (Product non received) or non-conformity (Product non-compliant with the ordered Product or damaged).

The Seller shall answer to any dispute case within three (3) days, or within any other delay indicated by the Operator in the dispute case. The Operator will require cooperation from the Seller and the Buyer to resolve the dispute case.

The Operator might close a dispute case before the time limit for reasons such as (i) inactivity of the concerned Seller; (ii) harassment; (iii) denial of service; (iv) manipulation of the dispute; (v) damage to the integrity of the Solution or (vi) any other threat for the Services or unlawful act of either of the Buyer or the Seller.

The Operator closes the case when:

• An agreement has been found with the help of the Operator; or

• No agreement has been reached and the Buyer and/or the Seller will have to sold their dispute in other ways.

Following instructions of the Seller, the Operator may assist the Seller to enable refund of the Buyer.

10. FINANCIAL TERMS

10.1. Financial transparency

The Seller shall comply with its tax and social obligations regarding its activity and the transactions it carries out through the Platform.

In accordance with Sections 171 AX and 242 bis of the French General Tax Code, the Operator informs the Seller that when the Seller is established in France or operates in France, it is required to update its tax and social obligations concerning its activity and the transactions it carries out on the Platform (see Appendix 3 – Tax Obligations).

In this respect, the Operator will send:

• Upon each transaction, fair, clear and transparent information on the tax and social obligations incumbent on Sellers who carry out commercial transactions through its intermediary. The Operator is also required to provide an electronic link to the sites of the administrative authorities enabling compliance, where applicable, with these obligations.

• In January of each year, to each Seller, a summary of the transactions carried out during the previous year, as well as the overall turnover achieved by the Seller via the Platform.

The Seller acknowledges that the Operator may be required to communicate the following information to the French tax authorities:

• the number and the total gross amount of the transactions carried out by the user during the previous calendar year;

• if known by the Operator, the details of the bank account to which the user's income is paid.

The turnover generated via the Platform must necessarily be declared to the competent tax authorities in the same way as the income generated by the Seller in the course of its usual professional activity.

10.2. Payment services

The Seller is informed that all the payments and more generally speaking all the financial flows transiting through the Platform are provided by the Payment Service Provider.

Thus, the Seller expressly agrees the Payment Service Agreement of the PSP, provided in Appendix 5 - Payment Services Agreement.

The amounts paid by the Buyers for sales are delivered to the Seller monthly, after deduction of commission fees.

10.3. Services billing

Subscription to the various Services gives rise to financial terms and conditions detailed in the Specific Conditions.

Subscription to the Services is especially billed via the charging of a commission by the Operator equivalent to a percentage of the amount of each Order, including all taxes. This percentage is determined at the time of the conclusion of this Agreement and is set forth in the Specific Conditions. Parties can agree to modify such percentage during the duration of the Agreement by concluding an amendment to the present Agreement.

Commissions are deducted by the Operator on each transaction, which the Seller expressly accepts.

The invoice related to the Services performance fees, will refer to all the Product ordered on the Platform during the period of time since the last invoice. The Services are billed in the form of a commission fee on the net selling price of the Seller's Products that have been ordered and delivered through the Platform.

The Seller is required to pay invoices net, without a discount, and within ten (10) days from receipt of the invoices.

The Operator can suspend the Agreement and the Service performance if an invoice sent by the Operator is not paid within the payment terms.

The Operator may, in the event of a default of payment by the Seller, apply interest penalties calculated as follows:

Interest penalties = (TTC amount (total including tax) of invoice X Applicable Legal Rate) x (number of days of lateness / 365).

Pursuant to the provisions of the French Commercial Code, the Applicable Legal Rate is understood to be the interest rate applied by the Central European Bank to its most recent refinancing operation increased by ten (10) percentage points. Interest penalties are due on the day following the date of settlement without a reminder being necessary.

The Seller who is in arrears owes to the Operator, as a matter of ordinary law, a compensation for recovery costs of forty (40) euros.

Where settlement conditions for late payment are agreed upon by the Parties, such as payment in several installments, default on one single payment shall render payable the entirety of the debt. It shall also entail the immediate suspension of the benefits and services under the Agreement while payment is outstanding.

Termination or expiry of the Agreement shall not release the Seller from its obligations, particularly obligations to pay, that may have raised prior to the date of expiry of termination.

11. LIABILITY

11.1. General principles

The Seller can establish the liability of the Operator as long as it has previously given notice by registered letter the alleged breach, and the Operator failed to remedy this breach within a period of ninety (90) days from the receipt of such notification. At all events, it is noted that establishing the liability of the Operator cannot be sought except in cases of proven error.

Without restricting the generality of the foregoing and in particular the limitation of liability stated herein above, the Operator shall, to the maximum extend permitted by law, not be liable for and the Buyer shall, indemnify, defend and hold the Operator from and against any loss, expense, damage or harm arising from or in connection with any of the following cases:

• In case of "force majeure" as defined by Article 1218 of the French Civil Code and applicable case law;

• For any use of the Platform by the Seller(or its representatives) which may contravene the Terms of Use accessible at the following link;

• For the sale of Products for which online selling is prohibited;

• For abnormal use or illicit operation of the Platform;

• For any temporary or provisional unavailability of the Platform as a result of technical maintenance operations or interruptions, poor or deteriorated performance caused by the internet network independent of the Operator's will;

• For any loss or damage being caused by viruses or other malicious code arising from the use of the Platform;

• For any act or omission (including negligence) of the Seller which may be regarded as a default or a contractual breach by virtue of the Agreement;

• For any litigation between the Seller and a Buyer in connection with a Product order or delivery.

Generally speaking, the Operator does not guarantee that the use of the Service will generate an increase in turnover for the Seller.

In any event, shall not be liable, whether in contrat, tort (including negligence) for breach of statutory obligation or otherwise, arising under or in connection with the Platform or the Service for the following losses and damages:

• Any indirect, special, consequential, exemplary and/or punitive damages;

• And/ or loss of profit; loss of contract; pure financial loss; loss of revenue; loss of chance; loss of data.

Unless otherwise stated in the Specific Conditions, the total aggregate liability of the Operator, whether in contrat, tort (including negligence), for breach of statutory duty, or otherwise, arising out in connection with the Agreement shall not exceed the total amount paid or that should have been paid by the Seller to the Operator for the Service performance over the six (6) months preceding the event that gives rise to such liability.

The Parties agree that the stipulations of this clause shall survive expiry or termination of the Agreement.

11.2. Hosting provider status

For all Contents published by the Seller and simply hosted by the Operator, the Operator shall have the status of hosting provider pursuant to the Article 6 I 2) of the French Law of June 21, 2004, for Confidence in the Digital Economy.

As such, the Operator undertakes to remove promptly any content that is manifestly illicit as soon as it has been noticed, pursuant to the Terms of Use.

12. NON SOLLICITATION OF PERSONNEL – NON-COMPETITION

Each Party undertakes not to engage or hire, directly or through intermediaries, any employee or representative of the other Party.

This clause only applies when the Seller is a third party to the Operator's group.

This commitment shall last for the entire duration of the Agreement and for an additional period of at least two (2) years after the Agreement termination.

In the event of non-compliance with this provision, the Parties agree that the penalty invoiced will be equivalent to one (1) year's salary offered by the new employer.

For the whole duration of the Agreement, and for an additional period of at least 5 years, the Seller will not use information collected while using the Services to develop and exploit a similar solution to the Platform.

13. INTELLECTUAL PROPERTY

The Agreement shall not entail any transfer of ownership, interest in or title to any intellectual property rights of either Party.

13.1. Property of the Seller

The Seller guarantees having full ownership of each Content published on the Platform.

The Offers published on the Platform by the Seller from its Account shall remain the property of the Seller, who shall ensure the oversight of their upload via its Back-Office.

For the purpose of executing this Agreement, the Seller grants a free, worldwide and non exclusive license to the Operator, to use, reproduce, represent, adapt, and make available to the public its Contents, including trademarks, logos, creations protected by copyright, and every distinctive signs. This license is granted for the term of this Agreement.

13.2. License to use the Platform and the attached Solution

In consideration of and subject to the Seller fully, timely and properly performing any of its payment obligations pursuant to the Agreement, the Operator grants the Seller a worldwide, non exclusive and non transferable licence to access and use the Platform and the related Services and Solution, as set forth in the Specific Conditions. This license is granted for the duration of the Agreement.

The Seller may not, under any circumstances, assign, transfer, delegate or sub-license this license of use to a third party directly or indirectly in any manner whatsoever without the prior written agreement of the Operator.

Subject to the limited rights expressly granted under the Agreement, the Operator reserves all rights, title and interest in and to the Platform, including all the related intellectual property rights. No rights are granted to the Seller hereunder other than as expressly set forth herein.

Except as required by law, which cannot be excluded by mutual agreement of the Parties, it is forbidden for the Seller to:

• Try to copy, modify, reproduce, create any derivative work, alter, create a mirror, republish, download, attach, transmit or distribute all or part of the components of the Platform and/or the Solution that are the object of the Services in any way, in any medium, or by any means whatsoever;

• Try to decompile, disassemble, perform any reverse-engineering or render comprehensible in any way all or part of the Services, the Solution and the Platform;

• Access all or part of the Solution and Services for the purpose of conceiving a competing application or service;

• Access Solution in the form of source code or coding unlocked by comments;

• Try in any way whatsoever to suppress, override any Technological Protection Measure (TPM), or use or manufacture with a view to sale or leasing, importing, distributing, selling or renting, offering for sale or lease, promoting sale or lease or possessing for the purpose of private or commercial use any means serving to facilitate the unauthorized suppression or overriding of a TPM;

• Use Solution and Services in order to provide the Services to third parties or grant under license, sell, rent, assign, allocate, distribute, display, disclose, commercially exploit or deliver the Solutions and Services available in any way to any third party.

13.3. Property of the Operator

The Seller acknowledges that the Platform and all of its components are the exclusive property of the Operator or other companies that grant licenses to the Operator on their technologies.

The brands, logos, slogans, graphic elements, photographs, animations, videos, software, computer codes, databases and texts created, published or recorded by the Operator are the exclusive property of the Operator or its partners and cannot be reproduced, used or represented without express prior authorization, under penalty or legal prosecution.

The Operator warrants to the Seller an unencumbered and undisturbed use of the Platform and represents that the Platform does not infringe in whole or in part any copyright, patent, trademark and/or trade secret of any third party.

In this light, the Seller – who is not affiliated with the Operator – is forbidden:

• To use the name the Operator in its campaigns without the prior written agreement of the Operator;

• To maintain any confusion with the Operator in the context of itsadvertising campaigns and/or promotional notices.

In any case, the Seller is forbidden to adapt, correct, modify or reproduce in whole or in part the Platform and the related Services.

Furthermore, the Seller shall refrain from:

• Extracting by permanent or temporary transfer all or a qualitatively or quantitatively substantial part of the content of the Platform, by any means and in any way whatsoever;

• Reusing, through making available to the public all or a qualitatively or quantitatively substantial part of the Platform, in any way whatsoever where the Party committing the reuse is acting without a valid license granted by the Operator.

13.4. Ownership of the Creations

In the context of the Services, if the Operator performs services of intellectual creation consisting in the conception of specific Creations by the Operator teams on behalf of the Sellers, such Creations are, by conception, the property of the Operator.

Any agreement between the Parties for the assignment of intellectual property rights on the Creations shall be in writing, in a specific agreement.

Furthermore, the Creations can, as appropriate, be created from documents, information, images or any other content issued by the Seller to the Operator. In this case, the Seller guarantees that the aforesaid content does not constitute a violation of the intellectual property rights of a third party, nor any sort of act of unfair or parasitic competition.

The Seller shall indemnify, defend and hold the Operator harmless from and against any and all losses, damages, fees and damages finally awarded against the Operator (including attorney's fees) arising from a claim related to the Seller's breach of its warranties and obligations as set forth in the Agreement.

14. PERSONAL DATA

Each Party guarantees the other Party that it shall comply with its legal and regulatory obligations related to the personal data protection.

14.1. Concerning processing performed by the Operator

In the context of the performance of the Services, the Operator collects personal data when an User registers, and during the opening and functionning of its Account.

Such data is necessary to provide the Service, and will be processed in accordance with this purpose.

Seller's Data are stored for all the duration of this agreement and for an additional period of three (3) years from the Agreement termination. The Data recipients are the Operator and all providers involved in the functioning of the Platform.

The Operator's Privacy Policy accessible at the following link applies to all Users and sets out how personal data is processed through the Platform.

The Seller acknowledges that any natural person whose personal data is being processed by the Operator has the information rights set out in the above mentioned Privacy Policy. All natural persons representing the Users also enjoy the right of access, and the right to correct, to challenge the processing of its personal data, the right to be forgotten, right to restriction of processing, right to data portability, and the right to object to processing of personal data concerning him pursuant to the applicable law.

These rights can be exercised by a simple e-mail request addressed to support@oteplace.com, or by standard postal delivery to the address of the company headquarters of the Operator, with proof of its identity and a legitimate reason if its request (if a legitimate reason is required by applicable law).

14.2. Concerning processing performed on the Buyer's personal data

Throughout the Platform, the Seller will process Buyers personal data in order to sell and deliver the Products ordered.

For this purpose, the Seller shall be considered as the data controller in respect of that personal data (where "data controller" shall have the meaning given in the applicable Data Protection Laws).

In respect, the Seller shall:

• Take appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage to the personal data;

• Process Buyer's personal data only for the purposes defined herein above and in compliance with Data Protection Laws;

• Answer to all Buyers' requests, in particular as regards to the exercising of their rights as data subjects, associated to such processing.

In order to comply with Data Protection Laws, when the Seller is located in a non-European country which does not benefit from a adequacy decision under Data Protection Laws, the Parties agree to enter and complete the standard contractual clauses set out by the European Commission in order to regulate transfer of personal data from the Operator to the Seller (as available in Appendix 6 – Standard Contractual Clause for transfer of Personal Data).

The Operator shall be considered as the sole controller of the processing of the Buyer's personal data when processing their personal data for the following purposes:

• Platform management and monitoring;

• Production of audience statistics;

• The provision of Services related to the Platform;

• Sending Newsletters.

15. CONFIDENTIALITY

Each Party promises not to use Confidential Information, directly or indirectly, in whole or in part, except for the purpose of carrying out its obligations under this Agreement. Each Party promises not to disclose Confidential Information except to its employees or agents who have a need to know in order for the Party to fulfill its contractual obligations hereunder.

Each Party recognizes in advance that any unauthorized disclosure would seriously harm the interests of the other Party. In consequence, the latter will have grounds to institute legal proceedings against the former, and all fellow offenders or accomplices, and to claim damages and interest in cases where the confidentiality obligations, disclosure limitations, or use restrictions have not been fulfilled, for any reason whatsoever.

The confidentiality obligations stipulated by this article do not apply to the entirety or to any part of information which:

• Is or was made public other than by any fault of the receiving Party;
• Was already lawfully held by the receiving Party before it was disclosed by the disclosing Party;
• Is lawfully disclosed to the receiving Party by a third party free of any obligation of confidence to disclosing Party at the time of its disclosure;
• Is independently developed by the receiving Party, without reference to or use of such information; or
• Is required by law, by court or governmental or regulatory order to be disclosed; provided the receiving Party provides the disclosing Party with prompt written notice of such subpoena or governmental order so that the disclosing Party may (at its expense) seek a protective order against such disclosure.

This provision shall survive for 5 years after the early termination or the expiry of the Agreement or until the Confidential Information enters into the public domain in some way other than by a breach of the receiving Party.

Trade secrets shall be kept confidential until such time as they enter the public domain in some way other than by a breach of the receiving Party.

16. DURATION

This Agreement shall enter into force upon the date of signature of the Specific Conditions and continue for the duration set out in the Specific Conditions.

If the Parties agree on a fixed-term comitment, each commitment shall then be automatically renewed by tacit extension for periods of commitment identical to those subscribed for the initial contractual period unless there is repudiation by one or the other of the Parties as provided in the Specific Conditions.

If the Agreement is set for an indefinite duration, each Party may terminate the Agreement at any moment as provided in Article 17 "Suspension – Termination".

17. SUSPENSION – TERMINATION

17.1. Circumstances for suspension and termination

17.1.1. Suspension

In order to keep the Platform safe and improve the Services, the Operator might take actions against Sellers.

Therefore, the Operator can take actions to limit the visibility of Offers and/or suspend the Agreement, without indemnity to the Seller, and without prior notification in the following instances:

• In the event of a lack of cooperation and/or unfairness ascertained by the Operator, and if there is an urgent need to put a stop to the actions in question;

• When the actions of the Seller in any way endanger the functioning of the Platform, the Solution or the Services;

• When the Seller breaches its obligations regarding communication towards Users or the Operators;

• In the event the OTEPLACE Shop sees unusual activities or the Operator has good reasons to fear that the Seller's actions may result in dispute with Buyers, chargebacks, increased risk of fraud, counterfeitings or other claims;

• In the event of a repeated breach of its obligations under this Agreement.

Such suspension shall be notified by e-mail to the Seller at the latest on the day when suspension becomes effective and should inform the Seller about the reason for suspension.

Suspension should be lifted in the best delays after the Seller has end the breach or action which has lead tosuspension, and within a maximum period of fifteen (15) daysafter the cause for suspension has ceased.

17.1.2. Termination

Any suspension of the Back-Office may lead to termination if the Seller does not provide a satisfactory response to the grievances notified to him within fifteen (15) Working Days after the first day of suspension of its Back-Office and its Offers.

Without affecting any other right or remedy available to it, either Party may terminate the Agreement by giving written notice to the other Party if such Party has committed a breach of the Agreement and failed to remedy to such breach following a formal notice, in writing, to comply and/or execute within a period of fifteen (15) days.

If the Agreement is set for an indefinite duration, each Party may termine the Agreement at any time following a prior notice period of thirty (30) daysnotified by writing.

17.2. Consequences of termination

17.2.1. General provisions

From the notification of termination of the Agreement or suspension of its Account, whatever the cause, the Seller cannot accept new Orders and its OTEGO Shop, as well as its Catalogue, are removed from the Platform at the end of the notice period, or in case of suspension of its Account, made invisible or inaccessible by the Buyers.

The Seller shall make its best efforts complete all its Orders in progress before the end of the notice period and at the latest within thirty (30) days following the notification of termination.

Upon termination of this Agreement, all rights granted to the Seller in connection with the Agreement shall immediately cease, and the Seller shall destroy all documents transmitted to it under this Agreement except when required to keep them under applicable laws.

Termination of this Agreement shall give rise to restitution to the Operator by the Seller of all documents transmitted in the context of the execution of the Agreement (article 17.2.2 "Reversibility" below).

Termination of the Marketplace Services leads to automatic termination of all other Services subscribed by the Seller. However, other Services may be terminated without leading to termination of the Marketplace Services.

Provisions regarding intellectual property, confidentiality, liability, and personal data shall survive expiry or termination of the Agreement and for any additional period set out in the relevant article or, at least, for an additionnal period of five (5) years unless there is an express stipulation in the Agreement or legislative or regulatory provision to the contrary.

17.2.2. Reversibility

After termination of the Agreement, no matter the cause, the Seller will be able to retrieve itself and free of charge all its Data in a standard format, via the Platform provided that it requests such restitution in one (1) month. The Operator will execute such request subject to a one (1) month delay.

In case the Seller adresses specific requests to the Operator for Services reversibillity (for example, specific forms of data, etc.) the Operator may issue a quotation upon receipt of any request for reversibility from the Seller.

The Operator shall at the same time undertake the definitive deletion of all of the Seller's Contents and data on the Platform.

18. GUARANTEES

Each Party represents and warrants to the other Party:

• That it has the capacity and the authority to enter into the Agreement, and that over the course of execution of the Agreement it shall procure and/or maintain all authorizations that may be necessary for the discharge of its obligations;

• That it holds, or has been granted the rights allowing its use for the purposes of this Agreement, all necessary intellectual property rights with respect to its obligations;

• That it will execute its obligations in relation to the Agreement pursuant to all applicable laws in force while demonstrating diligence and reasonable competency;

• That it will not do or fail to prevent anything that would lead the other Party into a violation of any law or regulation in force; and

• That in no event it will not defame or disparage the other Party.

The Seller accepts that the Platform, the related Solution and Services were not developed for the purpose of satisfying itsindividual requirements. In this light, the Seller is bound to ensure that the Platform, the related Solution and Services are in accordance with its needs, requirements and constraints.

The Operator guarantees that the Platform shall generally function as described, but cannot guarantee that the Services are free of errors or non-conformities. The Operator will take whatever steps are commercially reasonable to ensure that Platform is always available, and to correct any functional or operational error that is brought to the Operator's attention. the Operator does not guarantee, however, that the Platform or Services will always be uninterrupted.

Furthermore, in the event that a third-party claim or legal action is filed alleging that the use of the Platform, the related Solution or Services constitutes a violation of its intellectual property rights, the Operator undertakes to settle directly with the claimant all sums that are being demanded to the Seller and to become involved voluntarily, if necessary, in all venues where action is pending against the Seller.

The guarantee set forth in the foregoing sub-paragraphs is understood to be subject to the reservation that:

• The claim or action is not in whole or in part the consequence of a violation by the Seller of its contractual commitments or of applicable laws or regulations;

• The Seller sends to the Operator as swiftly as possible a written notice concerning the claim or action, setting forth a detailed explanation of its character or nature;

• Subject to a reasonable prior notice, the Seller shall allow the Operator's employees or representatives at reasonable intervals (based on reasonable advance notice) to have access to its facilities and to converse with its agents, directors, employees, representatives or advisors, and to consult any pertinent document and allow them to make copies for the purpose of evaluating the claim or action; and

• The Seller shall take every reasonable measure requested by the Operator in order to avoid, challenge, reach a settlement or defend against the claim or action.

19. ASSIGNMENT

The Operator may transfer or assign its rights and obligations under this Agreement to any affiliate or company that it controls or that controls the Operator (the notion of "control" to be understood as defined under Article L. 233-3 of the Commercial Code), without the Seller'sprior written consent provided it has notified any such transfer or assignment to the Seller.

Any transfer or assignment of its rights by the Seller is prohibited, unless the Operator has given its prior consent in writing.

20. INSURANCE

The Seller undertakes to subscribe to and maintain in force for the duration of the Agreement with a solvent insurance company acceptable to the Operator, a civil, operational and professional insurance policy, guaranteeing the consequences that may arise from the Products sale including material or immaterial damage caused to the Seller, the Operator or to any third party. Such insurance policy coverage which is sufficient with regard to the inherent or related risks of the Product sale, including legal compliance risks (noncompliance with regard to applicable regulations).

21. ANTI-CORRUPTION

The Seller undertakes both on its own behalf and on behalf of its employees, agents, subsidiaries and subcontractors, if any, for whom it acts as a guarantor, to comply with all applicable laws and regulations in terms of the fight against corruption, and in particular Law No. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and the modernisation of economic life.

Corruption means any behaviour by which a person solicits or accepts a gift or, more generally, a favour, with a view to obtaining or retaining a contract or any other undue advantage in the context of national or international activities.

Accordingly, the Seller shall act in a professional and ethical manner in its business dealings, and in particular shall

• not engage in any corrupt activity of any kind (direct or indirect, active or passive, financial or otherwise), influence peddling, extortion, embezzlement or any other conduct sanctioned by law;

• implement and maintain adequate ethics and anti-corruption policies and procedures;

• inform the Operator promptly of any event that may result in the obtaining of an improper advantage, financial or otherwise, of any value, in connection with this Agreement;

• provide all necessary assistance to the Operator to respond to a request from a duly authorised authority relating to the fight against corruption.

It is understood between the Parties that in the event of non-compliance with the provisions of this article, the Operator may terminate this Agreement by right, without compensation or notice. The termination will then be considered as a breach for fault of the Seller and may give rise to a right to damages for the Operator.

22. GENERAL PROVISIONS

These General Terms of Services do not under any circumstances confer upon Seller or on any of the members of its staff the status of employee, proxy, agent or representative of the Operator.

The Parties declare, moreover, that these General Terms of Services cannot under any circumstances be construed as an act establishing a juridical person or any legal institution whatsoever, and that any kind of "affectio societatis" is formally excluded from their relations.

No instruction or document can give rise to obligations that are not included in these General Terms of Services, if they have not been the subject of a new agreement between the Parties.

The fact that one of the Parties may not have demanded the application of one of the clauses of these General Terms of Service, whether on a permanent or temporary basis, may not under any circumstances be construed as a waiver of the said clause.

The Parties agree that following signature of this Agreement, any electronic communications (e-mails, notifications on the Platform, report of traceability tools, etc.) exchanged between the Parties shall be considered by a form of proof. The printout of these electronic communications is considered to be an original written document attested between the Parties.

In the event of any difficulty of interpretation between any of the titles appearing in the article headings, and any one of the articles themselves, the titles will be declared non-existent.

If any one of the stipulations of these General Terms of Services should be found to be null in the light of a legislative or regulatory provision in force and/or a court decision with the authority of a final ruling, it will be deemed unwritten, but this will not in any way affect the validity of the other clauses which shall remain fully applicable.

23. APPLICABLE LAW – COMPETENT JURIDICTION

These General Terms of Services are subject to French law.

In the event of disputes arising between the Parties regarding the interpretation, execution or termination of these General Terms and Conditions of Services, the Parties shall strive to reach an amicable settlement.

IN THE ABSENCE OF AN AMICABLE SETTLEMENT WITHIN A PERIOD OF THREE (3) MONTHS COUNTING FROM THE LAUNCHING OF THE AMICABLE SETTLEMENT PROCEDURE, THE LITIGATION COULD FALL WITHIN THE COMPETENCE OF THE TRIBUNALS OF THE COURT OF APPEALS OF PARIS TO WHICH THE ATTRIBUTION OF COMPETENCE IS EXPRESSLY MADE, REGARDLESS OF THE NUMBER OF DEFENDANTS OR WHETHER THERE IS AN APPEAL ON A WARRANTY, INCLUDING FOR EMERGENCY OR INTERIM MEASURES, SUMMARY PROCEEDINGS OR PROCEEDINGS BY MOTION.

APPENDIX 2 - KEY PERFORMANCE INDICATORS

The Seller shall respect the following key performance indicators in order to not cause any damage to the Operator's or the Platform's image:

• First feedback on an Order: 24 Hours (Working Days only);

• Answer to User's messages (on OTEPLACE Message): 24 Hours (Working Days only)

• Answer to any dispute case opened by a User: three (3) days or time indicated by the Operator in the dispute case.

• Dispute case: less than 4 per year;

• Average score: Three (3) on Five (5) stars;

When an order is initiated on the Platform, the transaction must be finalized on the Platform.

APPENDIX 3 – TAX AND SOCIAL OBLIGATIONS

In France, online Platform operators have the obligation to inform any User who generates income on their Platform about their civil and tax obligations. Such obligation applies for Users located in France or providing products or services in France.

This information can be found at the following addresses:

• on www.impots.gouv.fr, concerning tax obligations, link: https://www.impots.gouv.fr/portail/node/10841

• on www.urssaf.fr, concerning social obligations, link: https://www.urssaf.fr/portail/home/espaces-dedies/activites-relevant-de-leconomie.html.

In terms of social protection, this income must be able to give rise to health insurance or pension rights. The same applies to taxation: the income generated must be subject to tax.

With regard to the payment of VAT, Sellers are invited to consult the information documents made available to them by the French administration:

ttps://www.impots.gouv.fr/portail/professionnel/je-recherche-les-regles-de-territorialite-tva

We remind you that the explanations below are given for information purposes only and do not replace the reading of French legislative instruments, administrative comments and case law. We would also like to insist on the fact that the rules set out above are subject to change (in particular the different thresholds which are reassessed each year) and that each User of the Platform is solely responsible for his or her legal obligations.

In addition, the tax authorities and social security funds are able to complete this basic information and answer any questions.

The Operator therefore recommends that all Users contact their tax office, social security office or a specialist adviser in case of doubt.

APPENDIX 4 – CODE OF ETHICS

1. PREAMBLE – OTEGO'S VALUES

Sustainable business is business is ethical business. This is OTEGO's conviction and responsibility, and it is the foundation of OTEGO's sustainability.

OTEGO's values are the expression of its culture, ambition and understanding of the relationship with its customers, partners and employees.

They guide OTEGO's day-to-day behaviour and give meaning and a framework to the implementation of all OTEGO's projects:

• CUSTOMER AWARENESS: To be a company that is resolutely focused on its customers and their needs. Customer satisfaction is the only thing that counts in order to build customer loyalty and to give them confidence in OTEGO and OTEGO' solutions so that OTEGO can offer them high-quality products and services.

• ENVIRONNEMENTAL RESPONSIBILITY: To act and decide with commitment and rigour in respect of the environment. Being responsible means being demanding at all levels of the company while allowing everyone to express themselves in their activity and profession with autonomy.

• TEAM SPIRIT: To work together with the same goal, to be among the best. It means creating products thanks to the diversity of OTEGO's teams, based on a friendly, supportive and open-minded spirit where the pleasure of working together is the driving force.

• AUDACE: To promote a spirit of initiative that creates added value for all products and services, from design to implementation. This is the basis of OTEGO's entrepreneurial culture. It means being constantly alert to the changes taking place around us in order to stand out from OTEGO's competitors and offer innovative solutions. For OTEGO, innovation is everyone's business.

2. CORE ETHICAL VALUES AND PRINCIPLES

• To act in accordance with all local, national, and international laws and regulations;

• To establish and maintain a culture of integrity by attaching the highest importance to the moral qualities of employees, partners, providers or subcontractors. Each shall act with integrity in all circumstances. Integrity means avoiding any conflict of interest; To respect others, being tolerant of ideas or conceptions, and prohibiting and condemning all forms of discrimination;

• To strictly adhere to the requirements of loyalty, honesty, integrity and transparency is a priority for OTEGO's internal relationships and in the conduct of external business;

• To prohibit and condemn all forms of corruption or illegitimate behavior;

• Protect and enhance its human ressources.

3. SCOPE OF APPLICATION OF THIS CODE OF ETHICS

This Code of Ethics applies to:

• All OTEGO's employees;

• OTEGO's suppliers;

• Sellers on the Platform.

It applies both inside and outside the company, at all times.

Any breach might result in termination of all contractual or commercial relationships with the providers or partners of OTEGO or the Sellers.

4. COMMITMENTS

SOCIAL COMMITMENTS

OTEGO is a responsibl employer and makes every effort to respect its employees, within the framework of its safety and Human Ressources policy:

• Safety: life and health protection of employees, properties and infrastructure;

• Career management, employee training, and skills development;

• Equal opportunities and treatment;

• Condemnation of discrimination and employment of children;

• Sharing the results of growth.

ENVIRONNEMENTAL COMMITMENTS

OTEGO commits to develop its activity in a sustainable way and therefore makes effort to act in the respect of the environnement, by:

• Processing and sorting waste;

• Implementing an energy saving and control policy;

• Formalizing "environmental instructions" for managing waste, environmental incidents, etc.

In line with such principles, OTEGO expects its partners, customers or providers to undertake similar commitments.

APPENDIX 5 - PAYMENT SERVICES AGREEMENT

When the Operator transfers personal data from Buyers to a Seller which is not located in a territory belonging to the European Union or benefiting from an adequacy decision, the Parties shall complete and enter the following standard contractual clauses as established by the European Commission:

SECTION I

Clause 1 - Purpose and scope

(a)

The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (1) for the transfer of personal data to a third country.

(b)

The Parties:

(i)

the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies') transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter'), and

(ii)

the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer')

have agreed to these standard contractual clauses (hereinafter: ‘Clauses').

(c)

These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)

The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2 - Effect and invariability of the Clauses

(a)

These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b)

These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3 - Third-party beneficiaries

(a)

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i)

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii)

Clause 8: Clause 8.5 (e) and Clause 8.9(b);

(iii)

Clause 12: Clause 12(a) and (d);

(v)

Clause 13;

(vi)

Clause 15.1(c), (d) and (e);

(vii)

Clause 16(e);

(viii)

Clause 18: Clause 18(a) and (b);

(b)

Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4 - Interpretation

(a)

Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)

These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c)

These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 - Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 - Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking clause

(a)

An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b)

Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c)

The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8 - Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

Transfer controller to controller

8.1 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:

(i)

where it has obtained the data subject's prior consent;

(ii)

where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iii)

where necessary in order to protect the vital interests of the data subject or of another natural person.

8.2 Transparency

(a)

In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

(i)

of its identity and contact details;

(ii)

of the categories of personal data processed;

(iii)

of the right to obtain a copy of these Clauses;

(iv)

where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

(b)

Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

(c)

On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

(d)

Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.3 Accuracy and data minimisation

(a)

Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

(b)

If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.

(c)

The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

8.4 Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation (2) of the data and all back-ups at the end of the retention period.

8.5 Security of processing

(a)

The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach'). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b)

The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(c)

The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(d)

In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.

(e)

In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.

(f)

In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.

(g)

The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

8.6 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter ‘sensitive data'), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

8.7 Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union (3) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer') unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

(i)

it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii)

the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;

(iii)

the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;

(iv)

it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;

(v)

it is necessary in order to protect the vital interests of the data subject or of another natural person; or

(vi)

where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.8 Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

8.9 Documentation and compliance

(a)

Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.

(b)

The data importer shall make such documentation available to the competent supervisory authority on request.

Clause 9 - Data subject rights

Transfer controller to controller

(a)

The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. (10) The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.

(b)

In particular, upon request by the data subject the data importer shall, free of charge:

(i)

provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);

(ii)

rectify inaccurate or incomplete data concerning the data subject;

(iii)

erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.

(c)

Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.

(d)

The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision'), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject's rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:

(i)

inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and

(ii)

implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.

(e)

Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.

(f)

The data importer may refuse a data subject's request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.

(g)

If the data importer intends to refuse a data subject's request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

Clause 10 - Redress

(a)

The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body (11) at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.

(b)

In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c)

Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i)

lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii)

refer the dispute to the competent courts within the meaning of Clause 18.

(d)

The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e)

The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f)

The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12 - Liability

Transfer controller to controller

(a)

Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b)

Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

(c)

Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(d)

The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(e)

The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13 - Supervision

(a)

The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

(b)

The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14 - Local laws and practices affecting compliance with the Clauses

(a)

The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b)

The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i)

the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii)

the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (12);

(iii)

any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c)

The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d)

The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e)

The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f)

Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15 - Obligations of the data importer in case of access by public authorities

15.1 Notification

(a)

The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i)

receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii)

becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b)

If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c)

Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d)

The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e)

Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a)

The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b)

The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c)

The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16 - Non-compliance with the Clauses and termination

(a)

The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b)

In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c)

The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i)

the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii)

the data importer is in substantial or persistent breach of these Clauses; or

(iii)

the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d)

Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data.

(e)

Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17 - Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of France.

Clause 18 - Choice of forum and jurisdiction

(a)

Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)

The Parties agree that those shall be the courts of France.

(c)

A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d)

The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX
EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

ANNEX I

A. LIST OF PARTIES

Data exporter(s): the Operator

Data importer(s): the Seller as identified in Annex 1 to the Specific Conditions.

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred:

- Representatives and/or employees of the Buyers;
- Representatives and/or employees of the Operator

Categories of personal data transferred:

- Name, surname, function in the company, e-mail address;
- Etc.

No Sensitive Data is transferred.

The processing may involve: collection, recording, organisation, structuring, storage, consultation, use, disclosure by transmission, dissemination or otherwise making available, restriction, erasure or destruction.

Personal data is transferred for the following purposes only:
- Management of Orders;
- Performance of sale contracts;
- and/or ensuring follow-up and after-sales service

The personal data will be retained for the period necessary for:
- Managing the Orders and executing the sale contracts;
- Compliance with legal requirements to retain documents; and/or
- Evidential purposes.

C. COMPETENT SUPERVISORY AUTHORITY

French Supervisory Authority.

ANNEX II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

EXPLANATORY NOTE:

The technical and organisational measures must be described in specific (and not generic) terms.

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

The data importers guarantees it implements the following measures:

• Measures of pseudonymisation and encryption of personal data in order to ensure confidentiality when there is no need to retain data in its original form;

• Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services including using specific configuration and softwares;

• Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident (back-up storages, anti-virus softwares, etc.);

• Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing;

• Measures for user identification and authorization of its employees or subcontractors accessing to personal data. Only authorized persons who need to access to data shall be authorized to have such access.

• Measures for the protection of data during transmission (technological measures);

• Measures for the protection of data during storage;

• Measures for ensuring physical security of locations at which personal data are processed;

• Measures for ensuring events logging;

• Measures for ensuring system configuration, including default configuration;

• Measures for internal IT and IT security governance and management;

• Measures for certification/assurance of processes and products;

• Measures for ensuring data minimization;

• Measures for ensuring data quality;

• Measures for ensuring limited data retention;

• Measures for ensuring accountability (records of processing activities and data violation, etc.);

• Measures for allowing data portability and ensuring erasure when personal data is no longer necessary.