General Terms and Conditions of Sale

REDWIT, a French société par actions simplifiée (simplified joint stock company) with share capital of €200,000, whose registered office is located at 10 rue de Penthièvre, 75008 Paris, France, registered with the Paris Trade and Companies Register under number 792 520 843 (hereinafter, “REDWIT”), specialising in the digital and construction sector and providing access to a software enabling its customers to plan and optimise their internal and external resources (hereinafter, the “Solution”).

 

The Customer, having had the chance to assess, under its sole responsibility, the functionalities of the Solution and to ensure they are a perfect match for its needs, sought to take out a licence to use the Solution and accepted and countersigned the quotation sent by REDWIT (hereinafter, the “Quotation”) or, if applicable, entered into an implementation agreement (hereinafter, the “Implementation Agreement”) containing the price, the description of the services offered by REDWIT, as well as the applicable special terms and conditions.

This document (hereinafter, the “General Terms and Conditions of Sale”) defines the general terms and conditions under which REDWIT shall provide the Customer, and where applicable any User Company, with access to the Solution and its associated services in return for payment of the price. The documents constituting the Agreement form an indivisible whole and are the only documents governing the relations between the Parties.

 

• DEFINITIONS

In addition to the terms defined in the text, the terms below used in the General Terms and Conditions of Sale shall have the following meanings, for both singular and plural forms:

“Customer”	Means any company that enters into or is about to enter into a contractual relationship with REDWIT regarding the performance of the Services for the Customer and the User Companies.
“Agreement”	Means these General Terms and Conditions of Sale, the Quotation or the Implementation Agreement (as applicable) and the appended documents (appended either to the quotation or to the Implementation Agreement), the Description of the Service Rate Software Package, and the Processing of Personal Data (hereafter, together, the “Agreement”).
“Data”	Means all data belonging to the Customer and its employees, whatever their nature and form, which is collected and/or processed by REDWIT in connection with the performance of the Agreement.
“Trademarks”	Means the trademarks registered and used by REDWIT in connection with the provision of the Software Package and the Services: “Dispatcher.fr”: trademark registered with the French National Industrial Property Institute (INPI) on 25 February 2014 “Dispatcher” trademark registered on 5 October 2015 with the INPI and on 19 April 2016 with the European Union Intellectual Property Office (EUIPO).
“Parties”	Means, jointly, REDWIT and the Customer.
“Software Package”	Means the software solution developed by REDWIT for the outsourced management of internal projects and rental equipment, as well as the management of staff, named “DISPATCHER”.
“Site(s)”	Means the location(s) where training will be provided by REDWIT.
“Affiliated Company”	Means the companies that are controlled, that control or that are under the common control of one of the Parties. The term “control” means the direct or indirect ownership of at least 50% of the share capital or voting rights.
“User Company”	Means, collectively, the Customer and/or any Affiliated Companies whose staff or subcontractors would use the Solution under this Agreement, it being expressly specified that the Customer shall inform the User Companies of the obligations incumbent on them under the Agreement and that the User Companies shall comply with the obligations contained in the Agreement. The Customer shall hold REDWIT harmless against all damages or loss in this respect.
“Solution”	Means the version of the Software Package as configured by REDWIT according to the Customer’s needs and specific requirements under the Agreement.
“Services”	Means, collectively, the access to the Solution and the associated services provided by REDWIT, as further described in the Quotation or the Implementation Agreement.
“Users”	Means the staff or subcontractors of the Customer and the User Companies that use the Solution under a user licence taken out by the Customer with REDWIT, in accordance with the terms stipulated in the Agreement.
“Active Account(s)”	Means all opened accounts for which a User has received a login invitation, or a username and password, which has not been expressly cancelled, and which would therefore offer the User the permanent option to log into and use the Solution, regardless of whether said User logs into/has actually logged into its account during the year in question.
“SSII/ESN”	A Company that outsources its IT engineering skills.
API / Webservice	“API” (Application Programming Interface): means a set of functions and web services giving access to an application’s services via a computer language. APIs may only be used by means of API keys, thereby securing and customising access to the application’s services.

 

• DESCRIPTION OF THE SERVICES

The purpose of these General Terms and Conditions of Sale is to set forth the conditions under which REDWIT undertakes to provide the Customer with the Services in return for payment of the price provided in the Quotation or the Implementation Agreement.

The Services relate to the provision of licences:

• Granting of user licences for the Solution:
  • Provision of the Solution to the Customer;
  • Non-transferable and non-exclusive licences to use the Solution, allowing multiple Users to access the Solution.

and may include the following ancillary services:

• Configuration, deployment and integration of the Solution, basic training:
• Configuring the Software Package so that the Solution can be deployed at the Customer’s premises;
• Data integration for all entities, regions or organisations;
• Basic general training on the use of the Solution for each entity, organisation or region.
• Additional specific training (Option):
• At the Customer’s request, additional specific training sessions may be provided by REDWIT to future users of the Solution;
• Training sessions for 1-6 participants with similar profiles will be carried out either on the Customer’s Site or remotely.
• Provision of trackers: Standalone and connected telematics boxes
  • Standalone box for feedback from the field;
  • “Data” package: a package that allows data to be forwarded from the trackers to the data processing platform;
  • Additional accessories.

 

• Provision of API / Webservices
  • Inbound API: provision of a webservice enabling the Customer to create, modify and deactivate data within the Dispatcher platform;
  • Outbound API: provision of a webservice enabling the Customer to retrieve data from the Dispatcher platform.
• Interface maintenance or integration tasks

 

• Setup and provision of a test and training environment

 

• OBLIGATIONS OF THE PARTIES

 

• General obligations of each Party

In performing its obligations under the Agreement, each Party undertakes to:

• appoint a contact person capable of representing it, with the power to take or ensure that the decisions necessary for the implementation and deployment of the Solution and the proper performance of the Services are taken;
• perform its obligations under the Agreement in good faith.

 

• REDWIT’s obligations

In performing its obligations under the Agreement, REDWIT undertakes to:

• make the Solution available to the Customer and User Companies by granting Users non-exclusive and non-transferable user licenses for the term of the Agreement; and
• ensure a level of Services that complies with the provisions of the Agreement, in line with the state of the art, and in compliance with applicable law throughout the term of the Agreement;

 

it being agreed that in the event of a default of payment by the Customer of any sum due under the Agreement, REDWIT shall be entitled, fifteen (15) calendar days after sending the Customer a formal notice to pay by registered letter  or Fedex that has remained without effect, to suspend the performance of its services (provision of the Solution and provision of the Services) until the outstanding invoices have been paid in full. This suspension may not be considered as termination of the Agreement by REDWIT, and does not constitute a waiver of any damages that REDWIT may claim as a result of the Customer’s breach of its obligations.

 

• Customer’s obligations

The Customer represents and confirms that the Services as described in the Quotation or Implementation Agreement are complete, clear, consistent and meet its needs. As such, it undertakes, on its own behalf and on behalf of any User Company:

• to provide REDWIT with any useful and relevant information that may have an impact on the proper performance of REDWIT’s obligations (change in activity, structure or organisation, etc.);
• not to undertake any operation that would block or slow down the implementation of the Solution, its deployment or the performance of the Services, directly or indirectly, without first notifying REDWIT within a reasonable timeframe;
• to ensure that its staff are available to implement the Solution and the Services delivered to the Customer and/or any User Company, insofar as said Solution and Services are characterised by complex technical features both in their design and their performance. These services therefore require active collaboration and ongoing exchanges of information between the Parties;
• to comply with all precautions and recommendations for use made by REDWIT for the use of the Solution, and to retain its former system(s) that enable it to process the functionalities covered by the Agreement, at least until the acceptance of the Solution’s operational status at the end of the test period, and to monitor the situation closely, particularly during the start-up period;
• to inform the staff concerned about the training provided by REDWIT as agreed in the Quotation or the Implementation Agreement so that they can acquire and maintain the necessary expertise in the Solution and its developments;
• to make available and maintain the recommended technical environment for the proper use of the Solution (e.g. up-to-date Internet browser, up-to-date mobile phone OS).

 

API-specific obligations:

The Customer undertakes to use the APIs in accordance with technical state of the art, and in particular, without limitation, to:

• use security protocols,
• use the APIs in accordance with applicable legislation and technical specifications,
• optimise its calls to APIs and try to minimise calls to the technical infrastructure (optimisation of requests, use of data filters, etc.),
• maintain the code, developments or connectors for the APIs that it has created,
• change the way that it uses the APIs in line with the APIs’ technical developments.

REDWIT cannot guarantee the proper functioning of the APIs in the event of their poor use by the Customer. If the APIs are not used correctly, REDWIT reserves the right to cut access to the APIs and to the data of the Customer’s “API agents”.

REDWIT is in no way responsible for the data injected into the platform by the Customer via the APIs. The Customer is the guarantor of the data injected into the APIs/the Solution and undertakes to hold REDWIT harmless against any damage or loss suffered by REDWIT in connection with data injected by the Customer.

REDWIT and the Customer expressly agree that the service provided by REDWIT does not in any way include explaining and debugging the Customer’s API calls. The Customer must ensure that it has the necessary competence and technical skills to properly understand and use the APIs.

REDWIT declares that it has developed the APIs in line with the regulatory, professional and mathematical constraints of which it is aware. However, it does not under any circumstances guarantee the accuracy of the APIs or the absence of any defects. REDWIT reserves the right to change the APIs in any way it deems desirable, in particular but not limited to bringing the APIs into compliance with existing regulations or professional rules, in the event that these should change. REDWIT will inform the Customer of any foreseeable, planned maintenance periods, and make the APIs unavailable at this time. Under no circumstances shall REDWIT be held liable for any damages and impacts linked to these maintenance periods, it being understood that the duration and frequency of such periods shall be limited as far as possible.

The Customer is responsible for storing and conserving its API id and password (access token), as well as their confidentiality. REDWIT may not be held liable for any harm or prejudice suffered in the event of any loss, communication or exposure of the access token to a third party. The Customer shall immediately inform REDWIT of any loss, communication or exposure  to a third party of the access token, and shall hold REDWIT harmless against any consequences.

Access to the APIs is an ancillary service to the provision of the Licenses. It shall therefore be cancelled automatically in the event that the agreement relating to the Licenses is terminated.

It is specified and expressly agreed that Users shall be subject to the same obligations as the Customer. Customer shall guarantee and hold REDWIT harmless against any wrongdoing or action of Users  in violation of the obligations set forth in this Article 3.3.

 

 

• PRICING CONDITIONS

 

• Price

 

• Deployment and integration of the Solution; training and support throughout the Contract

The deployment and integration of the Solution and training sessions shall be invoiced in accordance with the terms of the Quotation or the Implementation Agreement.

Additional Quotes or amendments to the Implementation Agreement may be concluded for services relating to support, change management, additional training not provided for in the initial Quote or Implementation Agreement, etc.

 

• User licences for the Solution

Licences will be invoiced in accordance with the terms of the Quotation or the Implementation Agreement.

It is specified that the fee corresponding to the licences is calculated based on the number of working accounts purchased by the Customer.

These accounts shall be activated by the Customer as and when necessary.

It is expressly agreed that if the number of Active Accounts exceeds the number of accounts purchased by the Customer, REDWIT shall be entitled to issue an additional invoice to regularize the situation at the end of the month or at the end of the year.

REDWIT shall have the option, at its sole discretion and on each anniversary of the Agreement, to increase the price of the licences and therefore the annual fixed price. This increase shall be within the limit of the changes to the SYNTEC index between the index of one month in year N and the index for the same month of year N-1, with the option to round up.

 

• Expenses

REDWIT’s travel expenses (transport and accommodation) incurred in connection with the provision of the Services referred to in Article 1, and more generally in connection with the performance of the Agreement, may be re-invoiced to the Customer at actual cost upon presentation of receipts. Prior agreement is required for all expenses greater than €3,000 (excl. VAT).

 

• SMS

The Customer may activate the option to send SMS.

In this case, REDWIT shall send the Customer an invoice every 12 months from the Commercial Operation Date, the amount of which shall be calculated by applying the following monthly fixed amounts.

SMS sent by the Dispatcher platform operated by REDWIT will be re-invoiced to the Customer using the fixed rates below:

• Flat-rate billing per 5,000 SMS
• Applicable price grid:

 

	Applicable monthly fee in euros
Number of SMS sent over one month	France / Belgium / UK / Germany / Spain / Slovakia / Estonia	Chile / Czech Republic / Poland / Lithuania / Latvia / Romania	Canada / USA
< 5 000	500	250	50
5,001 < x <10,000	1,000	500	100
10,001 < x < 15,000	1,500	750	150
15,001 < x < 20,000	2,000	1000	200
20,001 < x < 25,000	2,500	1250	250

 

• Maintenance costs for the interfaces between the solution and the customer’s interface

It is expressly agreed that REDWIT shall invoice the Customer for the costs of maintaining the interfaces in accordance with the terms of the Quotation or the Implementation Agreement.

 

• IT environment costs

It is expressly agreed that REDWIT shall invoice the Customer for IT environment costs in accordance with the terms of the Quotation or the Implementation Agreement.

Additional Quotes or amendments to the Implementation Agreement may be concluded for the provision of IT environments not provided for in the initial Quote or Implementation Agreement.

 

• Payment terms

REDWIT shall invoice the Customer using the invoicing address provided in the Quotation or the Implementation Agreement.

Fees for the Solution’s licences and APIs shall be paid annually in arrears .

The remaining Services (deployment, training, additional services, etc.) must be paid 50% upon receipt of the invoice, with the balance upon delivery or performance of the service.

All payments shall be made in euros, by bank transfer to the REDWIT account within a maximum period of thirty (30) days following receipt of the invoice.

Any delay in payment shall automatically incur recovery costs in the amount of €120 (excl. VAT) as well as penalties calculated at the rate of three (3) times the legal interest rate in force on the day following the payment date stated on the invoice. A flat-rate fee for recovery costs shall be automatically added to this sum, the amount of which is set by Article D.441-5 of the French Commercial Code. This compensation is not subject to VAT, and its amount is not included in any penalty calculations.

 

• INTELLECTUAL PROPERTY

 

• Intellectual property of the Solution and right of use
• Pre-existing elements

Nothing in this Agreement shall be construed as granting REDWIT any right to any of the intellectual property rights owned by the Customer and/or the User Companies. The same applies to intellectual property rights belonging to REDWIT. Each Party shall thus remain the owner of all the rights that it held prior to the signing of the Agreement.

• Developments

The Parties agree that the copyright and all other intellectual property rights relating to any new version, development or enhancement of the Solution belong exclusively to REDWIT.

The Customer acknowledges and accepts that the intellectual property rights attached to the Solution, the accompanying documentation, as well as the developments and programs arising from the Agreement or created during its performance, belong exclusively to REDWIT and are not transferred to the Customer under the Agreement. In this respect, the Customer undertakes, on its own behalf and on behalf of any User Company, not to:

• Reproduce the Solution in any way, including the performance of modifications, merger or inclusion in another program and/or its accompanying documentation;
• Decompile, copy or modify all or part of the Solution’s programs;
• Assign, transfer, sell, lease or use the programs in the name and on behalf of REDWIT and/or more generally make them accessible to a third party, unless expressly permitted to do so under the Agreement;
• Erase or modify any copyright or other proprietary rights relating to the programs;
• Erase, alter or hide any trademark or reference to property rights, any copyright in any of the programs, or any other document accompanying it. It undertakes to comply with this clause for any authorised copy.

The Customer also undertakes, on its own behalf and on behalf of any User Company, to ensure that REDWIT’s rights to the Solution are mentioned on all documents accompanying and referring to it, as well as on all legal reproductions of any form.

 

• Infringement of intellectual property rights

The Customer undertakes to inform REDWIT as soon as possible in the event of counterfeiting, usurpation, unfair competition or, more generally, any infringement relating to all or part of the constituent elements and/or components of the Solution. REDWIT shall be the sole judge of the measures required to put an end to this situation as soon as possible.

The Customer must notify REDWIT immediately in the event that the Customer is the subject of a legal action or a specific threat of legal action that jeopardises or is likely to jeopardise the Solution, in any way whatsoever. REDWIT shall have control over any action required to defend its rights, at its own exclusive expense, profit or loss.

 

• Trademarks

REDWIT remains the sole owner of the Trademarks.

 

• Training materials

The training materials are the exclusive property of REDWIT and are protected by copyright. Any reproduction and use for a purpose other than exclusively internal use is prohibited and constitutes an infringement. The same applies to any transfer or provision to a third party.

 

• Third-party software

Third-party software licenses that are owned by third-party manufacturers and necessary for the use of the Solution (i.e. up-to-date web browser and mobile phone OS) by the Customer and the User Companies, are, in principle, excluded from the Agreement. REDWIT is neither the designer nor the manufacturer of said third-party software. The Customer expressly acknowledges that it acquires this system software directly, under its sole responsibility.

Furthermore, REDWIT does not provide, maintain or update the version of third-party Software. The Customer and the User Companies must contract the relevant third parties directly for these services.

 

• TERM AND TERMINATION

 

• Term

These General Terms and Conditions of Sale shall take effect from the effective date of the Agreement referred to in the Quotation or the Implementation Agreement.

At the end of the initial term of the Agreement, as specified in the Quotation or the Implementation Agreement, the Agreement shall be tacitly renewed for successive one (1) year periods unless a Party as notified the other Party of its intention to terminate the Agreement at least three (3) months before the end of the considered period.

 

• Termination

The Agreement may be terminated as of right at any time, without notice:

By REDWIT:

• In the event of fraudulent use of the Solution by the Customer, any User Company (for which the Customer answers) and/or the Customer’s or User Company’s Users;
• In the event of liquidation or receivership proceedings being initiated against the Customer, during which the administrator has not ruled for the continuation of the Agreement in accordance with applicable law;
• In the event of the non-performance by the Customer of its contractual obligations under the Agreement and, in particular, without limitation, in the event of the non-payment of any sum due to REDWIT.

 

By the Customer:

• In the event that liquidation proceedings are initiated against REDWIT;
• In the event of non-performance by REDWIT of its contractual obligations under the Agreement, it being understood that any malfunction whatsoever that may have been handled by REDWIT in accordance with the service rate specifications described in the appendix shall not be subject to termination as of right.

In the event of termination for non-performance of all or part of a Party’s obligations, this termination shall be carried out at the request of the other Party. It shall take effect at the end of a period of thirty (30) working days after the defaulting Party has been formally notified of the nature and extent of the non-performance, provided that such formal notice has remained without effect.

In the event of termination of the Agreement, REDWIT shall retain all sums already paid. All outstanding sums must be paid by the Customer to REDWIT.

 

• LIABILITY

 

• Scope of REDWIT’s tasks

Under the Agreement, REDWIT is tasked solely with the services described in the Quotation or Implementation Agreement, to the exclusion of any other service and in particular:

• any network service and in particular the establishment and operation of a connection between the Customer’s and any other User Company’s IT system with the REDWIT Solution.
• REDWIT’s monitoring of the quality of the Data provided by the Customer and any other User Company;
• and more generally, any service not explicitly described in the quotation or the Implementation Agreement.

The Parties agree that REDWIT shall not be held liable for any interruption, slowdown or malfunction of the Solution resulting from elements beyond its control. These include, for example:

• non-compliance by the Customer, by any other User Company and/or by any User with the recommendations and operating procedures communicated by REDWIT;
• non-compliance by the Customer with its obligations to pay for the services provided by REDWIT in accordance with the terms agreed between the Parties and/or as described in the financial terms and conditions in the Agreement;
• malfunctioning of the Customer’s and any other User Company’s installation, or the under-sizing of said installation as a failure to comply with REDWIT’s technical prerequisites;
• malfunction due to a modification of the Customer’s and/or any User Company’s installation that has not been communicated to and approved by REDWIT;
• malfunction of an installation managed by a third party;
• in a general sense, due the actions of the Customer, any User Company, a User, a third party, the occurrence of a force majeure event or unforeseeable circumstances.

 

• REDWIT’s limitation of liability

REDWIT shall be liable to the Customer for any direct loss resulting from a fault committed by REDWIT in connection with the performance of the Agreement, and which can be proven by the Customer.

REDWIT shall not be held liable for any indirect losses and/or damages suffered by the Customer, including but not limited to financial or commercial loss, loss of customers or savings, any commercial disruption, any increase in costs and other overheads, loss of profit, loss of brand image, and any loss of data, files or computer programs whatsoever that may result from the performance or non-performance of the Agreement. Any action brought against the Customer by a third party shall be treated as an indirect loss and shall therefore not give way to an indemnification of the Customer by REDWIT.

 

In any event, and without prejudice to the aforementioned limitations, the total and cumulative amount of the sums and interest to which REDWIT may be liable may not exceed, for all the infringements and/or breaches, an amount corresponding to the fees paid by the Customer to REDWIT during the twelve (12) months preceding the event giving rise to said liability.

REDWIT shall not be held liable for any damage that may result from actions by the Customer itself, by a Third Party, from the occurrence of a force majeure event or any other external cause. In any event, the Customer remains liable for the hardware and software it uses that are not supplied or made available to it by REDWIT under this Agreement.

With regard to the functionalities of the solution relating to staff management, the Parties agree that the Customer remains solely and uniquely responsible for compliance with applicable labour laws, and more generally laws related to the employment and transfer of the staff, temporary staff and subcontractors hired by the Customer and the User Companies.

 

• CONFIDENTIALITY

With effect from the signing of the Agreement, each Party:

• agrees to consider as confidential and undertakes not to disclose the documents, Data and information communicated by the other Party in connection with the performance of the Agreement (hereinafter, the “Confidential Information”);
• undertakes not to use the Confidential Information for purposes other than those relating to the sole performance of the Agreement; and
• undertakes to provide the same level of protection for this Confidential Information as it would for its own confidential information.

This confidentiality obligation applies to User Companies and Users.

This confidentiality obligation does not apply to information and documents:

• that are in the public domain on the date of signature of the Agreement, or that will enter into the public domain after the signature of the Agreement, unless the receiving Party is behind the publication of this information;
• that is already in the possession of the Receiving Party on the date of communication of this information, if the receiving Party can provide evidence of said prior possession;
• that is disclosed by a third party entitled to communicate these information and documents;
• when the receiving Party can prove it has developed the information communicated hereunder independently.

This confidentiality obligation shall remain in force for a period of five (5) years after the termination of this Agreement.

 

• PERSONAL DATA & DATA REVERSIBILITY

The Parties undertake to comply with all applicable regulations regarding the processing of personal data. The policy applied by REDWIT can be consulted in the appendix.

In the event of termination of the contractual relationship, REDWIT may destroy and/or return to the Customer all or part of the data, and in particular personal data collected in connection with the performance of the Agreement, at the request of the Customer or the Users and in accordance with the applicable regulations. The Customer will actively work with REDWIT to facilitate data recovery.

Unless otherwise provided by law or contractual provision, data shall be returned in a standard format chosen by REDWIT and shall be made available to the Customer in the form of a download or, if the volume is too great, by sending an external data carrier.

If the Customer requests a format other than the standard format provided by REDWIT, REDWIT may refuse or agree to this request. In the event of that an alternative format is produced, REDWIT shall provide the Customer with a quote for the reversibility Services based on REDWIT’s daily rate of one thousand euros excluding VAT (€1,000 excl. VAT) per day and per person.

 

• NON SOLICITATION OF EMPLOYEES

The Customer shall refrain from hiring or soliciting, directly or indirectly by any company of which it is a shareholder, directly or indirectly, any person performing or having performed an employee activity within REDWIT throughout the term during which the Agreement was in force, except with REDWIT’s prior written consent.

 

• COMMERCIAL REFERENCE

For the purposes of its communication and as a commercial reference, the Customer authorises REDWIT to mention its company name, its trade name, and to reproduce its logos as part of promotional actions or in professional publications, regardless of the chosen medium (commercial documentation, press kit, publications in the professional press, websites, etc.).

The Customer authorises REDWIT provide a description of the project, subject in this case to the prior approval of the Customer, which may only withhold such approval for legitimate reasons.

 

• MISCELLANEOUS PROVISIONS
• Independence of the Parties

Under the Agreement, neither Party may claim in any way the status of agent, representative or officer of the other Party, nor may it bind the other Party with regard to third parties beyond the services explicitly provided for in the provisions of the Agreement.

Furthermore, under the terms of the Agreement, no specific legal structure is formed between the Parties, each of which remains fully independent with its own responsibilities and client base. Each Party shall therefore retain exclusive control over its employees, agents and officers, without the other Party being in any way able to influence the working relations and conditions of the other Party’s employees, its salary policy, its hiring policy, or its disciplinary powers, with this list not being exhaustive.

 

• Entire Agreement

The General Terms and Conditions of Sale, the Quotation or the Implementation Agreement and their appendices express all the contractual obligations binding the Parties with regard to its purpose. It supersedes any agreement and correspondence prior to the signing of the Quotation or the Implementation Agreement relating to the same purpose. Furthermore, the Customer waives the application of its own General Terms and Conditions of Sale and/or Purchase.

 

• Interpretation

The headings or titles for the various sections of the Agreement are provided for information purposes only. They have no contractual value.

 

• Non-waiver

The fact that one of the Parties has not applied any clause of the Agreement, whether permanently or temporarily, may not under any circumstances be considered as a waiver of the rights of that Party arising from said clause, the non-application of which has been accepted.

 

• Partial invalidity

If one or more provisions of the Agreement are held to be invalid or declared as such pursuant to a law, a regulation, or following a final decision by a court having jurisdiction, the other provisions shall retain their full force and effect, unless the disputed provisions are considered essential. In this case, at the request of the first party to act, the parties undertake to negotiate in good faith and to sign a written amendment to remedy the invalidity of the relevant clause(s), while respecting the structure of the agreement.

 

• Notifications

Any notification under the Agreement must be made exclusively in writing for the attention of the other Party. A notification shall be deemed to have been issued when it has been (i) delivered by hand, (ii) sent by registered letter with acknowledgement of receipt, (iii) sent by fax or email with acknowledgement of receipt or (iv) sent by any internationally recognised courier service.

The Parties elect domicile at their respective registered offices, as mentioned in the Quotation or the Implementation Agreement.

Any Party changing its address must duly notify the other Party.

 

• Applicable law and jurisdiction

The Agreement shall be governed by French law.

In the event of difficulties relating to the performance of the Agreement, the Party concerned undertakes to notify the other Party in advance by registered letter with acknowledgement of receipt. Both Parties shall endeavour to come up with an amicable solution within thirty (30) calendar days of receipt of the registered letter. The Customer shall not suspend payment of all or part of the invoices due under the Agreement during this period.

In the absence of an amicable settlement between the Parties, and in the event of a dispute relating to the interpretation and/or performance of the agreement, express jurisdiction is granted to the courts of Paris having jurisdiction, notwithstanding multiple defendants or third-party appeals, and even for summary or ex parte proceedings.