GENERAL TERMS AND CONDITIONS OF SERVICE PROVISION

Between the undersigned:

_______________, _______________ with a share capital of _______________ €, whose registered office is located at _______________, registered with the RCS of _______________ under number _______________, represented by _______________, in their capacity as _______________, duly authorized for the purposes hereof, hereinafter referred to as: "the CLIENT"

And

BERTRAND CONSULTING, a single-member limited liability company (EURL) with a share capital of €2,000, whose registered office is located at 83 route des chaises, 78125 RAIZEUX, registered with the RCS of Versailles under number 902244235, represented by Mr. Nicolas BERTRAND, in his capacity as Manager, duly authorized for the purposes hereof, hereinafter referred to as: "BERTRAND CONSULTING"

Hereinafter collectively referred to as the "Parties" and individually as the "Party".

PREAMBLE

The CLIENT has commissioned BERTRAND CONSULTING for a service related to the provision of a technical study or project management for the installation of a test bench at the CLIENT's premises. As such, after defining its needs based on its structure, organization, and staff expertise, the CLIENT has engaged BERTRAND CONSULTING to carry out this service (hereinafter referred to as the "Service").

The CLIENT has commissioned BERTRAND CONSULTING for a service related to verifying the functionality of the test bench and, where applicable, a test monitoring service. BERTRAND CONSULTING conducts tests to verify that the test bench installation carried out by the CLIENT (or a THIRD PARTY) is functional. At the CLIENT’s request, a test campaign monitoring service can be ordered from BERTRAND CONSULTING. As such, after defining its needs based on its structure, organization, and staff expertise, the CLIENT has engaged BERTRAND CONSULTING to carry out this service (hereinafter referred to as the "Service").

The CLIENT may order a support service from BERTRAND CONSULTING for test programming and result processing. BERTRAND CONSULTING provides the CLIENT with the necessary methods to achieve this.

The CLIENT may order a service from BERTRAND CONSULTING for the provision of resources to carry out services related to Option 1 and/or Option 2 and/or Option 3. BERTRAND CONSULTING will provide personnel whose skills will be validated in advance by the CLIENT. The CLIENT will provide, at its own expense, all training and tools necessary for the completion of the requested tasks.

The execution of the various phases requires the identification of a client representative at the start of the service. This representative will be responsible, throughout the duration of the service, for identifying and ensuring the availability of all necessary skills and resources within the client’s organization, facilitating interactions with the consultants, and validating the different service phases.

The management of the service is ensured through project follow-up meetings.
The project follow-up meeting allows the client, the manager, and the consultant(s) to summarize completed and pending actions and assess client satisfaction.
The follow-up meeting is held at least quarterly and can be initiated by the client, the manager, or the consultant(s) whenever necessary. The final follow-up meeting is conducted no earlier than the penultimate month of the service period.

The manager, in consultation with the client and the consultant(s), decides on corrective or preventive actions to be taken and ensures their implementation.
The follow-up meeting report summarizes:

• The list of agreed actions,
• The results of the client satisfaction assessment,
• The scheduling of the next project meeting.

The Parties declare that the provisions of this contract (hereinafter the "Contract") have been negotiated in good faith in compliance with the mandatory provisions of Article 1104 of the French Civil Code and that, in accordance with Article 1112-1 of the same Code, all information essential to the consent of the other party has been disclosed.

The extent of the pre-contractual information provided by BERTRAND CONSULTING is limited to its knowledge of the CLIENT’s requests, its IT infrastructure, and the accuracy of the information provided by the CLIENT to BERTRAND CONSULTING.

After a negotiation phase, the Parties have agreed on the following terms.

ARTICLE I. DEFINITIONS

« CLIENT » refers to the co-contractor of BERTRAND CONSULTING, meaning the party for whom BERTRAND CONSULTING has agreed to provide the Services in accordance with these Terms;

« Terms » refers to the General Terms and Conditions of Service Provision set forth in this document and (unless otherwise required by context) includes the special conditions agreed in writing between BERTRAND CONSULTING and the CLIENT, as specified in the Contract and/or the quotation;

« Force Majeure » refers to any event that may cause a delay in performance or the non-performance of any obligations of the parties, as defined in Article 1218 of the French Civil Code;

« Contract » refers to all contractual documents;

« Service » refers to all work entrusted to the service provider as defined in the quotation;

« Confidential Information » refers to any information or data relating to each party and its technology, research, business, or operations, including, but not limited to, the Contract, the Price, the quotation, and these Terms;

« Deliverable » refers to any result, document, analysis, or file that is the subject of the Services.

ARTICLE II. CONTENT

The purpose of the Contract is to define the respective obligations of the Parties in the performance of the Services.

ARTICLE III. CONTRACTUAL DOCUMENTS

The Contract is formed between BERTRAND CONSULTING and the CLIENT by the following contractual documents, presented in descending order of legal precedence:

• The body of the Contract;
• Any amendments signed between the Parties modifying one or more contractual documents, if applicable;
• These General Terms and Conditions;
• The quotation, if applicable;
• The various exchanges between the Parties (letters, emails, exchanges recorded via software such as Teams ©, Skype ©, etc.).

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

No handwritten annotation shall be valid unless expressly agreed in writing by BERTRAND CONSULTING regarding said modification or mention.

Our general terms and conditions cannot be modified by stipulations contained in any documents issued by our partners; these stipulations are deemed revoked upon the conclusion of the Contract. In case of a contradiction between BERTRAND CONSULTING’s General Terms and Conditions and those of our CLIENT, the latter expressly and unreservedly agrees that BERTRAND CONSULTING’s Terms shall apply, unless otherwise agreed in the Contract or an amendment.

Furthermore, in accordance with Article 1166 of the French Civil Code, the framework for the execution of the Services is defined in the quotation. Consequently, if the CLIENT has not duly informed BERTRAND CONSULTING of specific requirements before signing the Contract, the content of the above-mentioned documents shall be the sole reference for conformity between the Parties. Any service not described in the quotation shall be considered outside the scope of the Contract and shall require, if necessary, the signing of an amendment between the Parties.

ARTICLE IV. DURATION

The Contract takes effect upon its signature by the Parties.
It remains in force for the duration of the Services as stipulated in the Contract.

The Service will be carried out according to a schedule determined by the Parties. The schedule specifies the various stages of the Service.

Any modification of the initial schedule agreed between the Parties must be mutually agreed upon. Otherwise, the initial schedule remains in force.

ARTICLE V. PLACE OF PERFORMANCE

Depending on the nature of the Services, they may be performed at BERTRAND CONSULTING’s premises, at the CLIENT’s premises, or at the home office of a BERTRAND CONSULTING consultant (Option 4). The location is specified in the Contract.

ARTICLE VI. OBLIGATIONS

6.1: Obligations of the CLIENT

The CLIENT agrees to:

• Define and communicate to BERTRAND CONSULTING its needs, requirements, and constraints as comprehensively and precisely as possible for the performance of the Services;
• Promptly provide all information, documentation, data, and files necessary for the performance of the Services, verifying the accuracy of the information provided;
• Allocate competent personnel and necessary equipment for the execution of the Services;
• Collaborate actively and ensure the cooperation of all stakeholders involved in the execution of the Services (employees, third-party service providers, etc.);
• Comply with the agreed schedule and all obligations incumbent upon the CLIENT within that schedule;
• Inform BERTRAND CONSULTING of any difficulties encountered during the execution of the Services that could affect their completion, especially regarding the agreed schedule;
• Settle invoices due for the Services provided;
• Accept and validate any Deliverables, if applicable, as per the agreed terms.

6.2: Obligations of BERTRAND CONSULTING

BERTRAND CONSULTING agrees to:

• Perform the Services and provide any adaptations and/or Deliverables as agreed between the Parties;
• Actively collaborate with the CLIENT during the execution of the Services;
• Advise, inform, and warn the CLIENT in an active manner to ensure the Services are delivered as per contractual stipulations;
• Advise the CLIENT on its choices and requests that could impact the performance of the Services;
• Inform the CLIENT of any event or circumstance that may affect the Parties' commitments;
• Ensure coordination of the Services;
• Execute the Services in compliance with applicable laws and regulations.

ARTICLE VII. ACCEPTANCE OF SERVICES

The CLIENT must validate the Services performed and any Deliverables provided. If no reservations are received by BERTRAND CONSULTING within ten (10) business days following the completion of the Services or the delivery of the Deliverables, the Services shall be deemed definitively accepted.

If BERTRAND CONSULTING provides an Intervention Report at the end of the Services, the CLIENT’s signature of this report constitutes acceptance of the Services. If the CLIENT fails to sign within ten (10) days of receipt of the report, the Services shall be deemed definitively accepted.

ARTICLE VIII. FINANCIAL TERMS

8.1: Price

The price of the Services may be determined in two ways:

• Either the Parties agree on the price, which is set in the Contract (either as a lump sum, a daily rate, or as agreed);
• Or, in the absence of agreement at the time of the contract’s conclusion, the price may be set by BERTRAND CONSULTING, which must justify the amount in case of dispute, in accordance with Article 1165 of the French Civil Code.

In any case, the price is always and exclusively expressed in EUROS, excluding taxes and including all applicable taxes.

The Services are invoiced either at the end of each month or upon completion, based on the terms determined in the Contract.

Any expenses incurred during the project at the client's request (beyond those defined in the contract) will be charged additionally upon presentation of supporting documents. These expenses may include travel costs, accommodation, and the purchase of specific equipment.

The Parties agree to exclude the application of Article 1223 of the French Civil Code concerning the execution of the Contract. Consequently, no price reduction shall be granted for the completion of the Services.

8.2: Payment Terms

The prices stated in the Contract are exclusive of taxes. They will be increased by all legally applicable duties, taxes, and levies in effect on the due date.

Invoices are payable within thirty (30) days from the invoice date.

The payment of an invoice may only be withheld if it is subject to a duly justified dispute by the CLIENT, and this must occur within thirty (30) days from the issuance of the invoice.

Failure to pay an invoice by the due date will result in the application of a late payment penalty, which will be calculated at a rate three times the legal interest rate per day of delay. These late penalties will be due from the day following the due date.

A fixed indemnity of one hundred forty euros (€140) will also be due to BERTRAND CONSULTING for collection costs in case of any late payment. The indemnity defined above is due for each late invoice and not for the total outstanding invoices. It will not apply if the CLIENT is undergoing a safeguard procedure, receivership, or liquidation.

If the actual collection costs incurred exceed this fixed amount, particularly in case of recourse to an external collection agency, BERTRAND CONSULTING may claim additional compensation from the CLIENT. The indemnity will be due in full even in the case of partial payment of the invoice at the due date, regardless of the length of the delay. This fixed amount is in addition to the late payment penalties but is not included in the calculation base for these penalties.

These penalties will not be subject to VAT. Late payment penalties will be enforceable without the need for a reminder, and sending a registered letter will not be required for BERTRAND CONSULTING to claim them.

8.3: Electronic Invoice

The CLIENT expressly acknowledges and accepts that BERTRAND CONSULTING reserves the right to send invoices or credit notes exclusively in electronic format (PDF).
However, the CLIENT may also, upon a simple written request addressed to BERTRAND CONSULTING, request to receive invoices in paper format.
It is the responsibility of the CLIENT to archive their invoices for the legally required period.

ARTICLE IX. DESCRIPTION OF SERVICES

BERTRAND CONSULTING undertakes to perform the Services strictly and precisely as described in the Contract signed between the parties.

ARTICLE X. NON-SOLICITATION - Option 4 – Provision of Personnel

Unless otherwise agreed in writing, the client agrees not to solicit, hire, or engage, directly or indirectly, any employees of BERTRAND CONSULTING who are involved in executing the Contract.
This clause remains valid throughout the duration of the Contract and for twelve (12) months thereafter.
In cases where the client fails to comply with this obligation, they will automatically owe BERTRAND CONSULTING a fixed indemnity of €100,000 per affected employee.

ARTICLE XI. INTELLECTUAL PROPERTY

BERTRAND CONSULTING grants the Client:

• The right to use, represent, and reproduce the services provided under Option 3 mentioned in the Preamble of these General Conditions;
• The right to modify these services. To this end, BERTRAND CONSULTING will provide the CLIENT, upon request, with a copy of the source codes of the adaptations, without this transfer constituting a transfer of ownership;
• The right to combine the services provided under Option 3 mentioned in the Preamble of these General Conditions with other software programs.

ARTICLE XII. TERMINATION

11.1: Termination Clause

In the event that either Party fails to fulfill its obligations under this Contract or the contractual documents referenced herein, and does not remedy the breach within thirty (30) days following a registered letter with acknowledgment of receipt (hereinafter the “Notification”) notifying the breaches, the other Party may enforce the termination of the Contract.

Notwithstanding the above, the Parties acknowledge that the Services performed up to the date of termination have been useful as the Contract has been executed reciprocally. Consequently, in the event of termination of the Contract, for any reason, no refund shall be granted to the CLIENT, as the provisions of this article constitute termination within the meaning of Article 1229 of the French Civil Code.

In the event of termination or expiration of the Contract, for any reason, the CLIENT’s data remains its property, and it is their responsibility to retrieve it before the effective termination or expiration date of the Contract. Failure to comply with this obligation shall not affect the termination date of the Contract or its expiration, nor shall it result in BERTRAND CONSULTING’s liability.

All provisions of the Contract intended to survive its termination shall remain in effect.

11.2: Judicial Termination

Without prejudice to extrajudicial termination, the Parties retain the option, in any case, to seek judicial termination under Article 1227 of the French Civil Code.

ARTICLE XIII. CONFIDENTIALITY

The Parties may, under the Contract, have access to confidential information from the other Party. Confidential information includes all technical, commercial, financial, or other data exchanged between the Parties, including but not limited to, all written or printed documents, plans, samples, models, or generally, all means or media of disclosure.

The following information shall not be considered confidential if, without any fault:

• It is in the public domain;
• It was already in the possession of the receiving Party before disclosure;
• It was independently developed by either Party.

The receiving Party shall maintain the confidentiality of the disclosed information with at least the same level of care as it would for its confidential information and may not disclose it to third parties unless with the prior written agreement of the other Party or as required by law.

The Parties agree to take all reasonable measures to ensure that confidential information is not disclosed to employees or contractors in violation of the Contract.

The terms of this obligation remain valid for the entire duration of the Contract and for five (5) years following its expiration.

ARTICLE XIV. LIABILITY

13.1: Limited Liability of BERTRAND CONSULTING

BERTRAND CONSULTING shall only be liable to its CLIENT for whom the service is provided. Its contractual liability cannot be sought by a third party to the contract, regardless of their status.

BERTRAND CONSULTING carries out the contractual obligations with the utmost care in accordance with professional standards. Under no circumstances shall BERTRAND CONSULTING be held liable for:

• The destruction or deterioration of files or programs belonging to the CLIENT;
• Indirect damages recognized by French case law, such as commercial loss, loss of clientele, loss of orders, or reputational damage.

BERTRAND CONSULTING shall not be held liable for the proper functioning of tools, materials, devices, or software provided by the CLIENT or a third party.

In any case, if BERTRAND CONSULTING’s liability is established, the compensation claimed shall be expressly limited to the amount received by BERTRAND CONSULTING under the Contract.

Notwithstanding the foregoing, the above limitation shall not apply in the event of gross negligence or willful misconduct by BERTRAND CONSULTING.

Furthermore, by express derogation from Article 1222 of the French Civil Code, the Parties expressly agree to exclude forced execution by a third party or by the Client itself at the expense of BERTRAND CONSULTING.

13.2: CLIENT’s Liability

The CLIENT is responsible for any damage caused by itself or its subcontractors to BERTRAND CONSULTING, the final Client, or third parties due to the supply and/or execution of the Order.

13.3: Liability in Case of Force Majeure

Neither party shall be deemed to have failed in its contractual obligations insofar as their non-performance results from an event of force majeure as defined by the courts. Force majeure releases the affected party from its contractual obligations only to the extent and for the duration that it is prevented from fulfilling them. Each party shall bear all costs it incurs as a result of the force majeure event.
The party affected by force majeure shall immediately notify the other party by email, confirmed by registered letter with acknowledgment of receipt, providing all necessary supporting documents. The other party reserves the right to verify and assess the reality of the situation.
If the force majeure event persists for more than one month, the party against whom force majeure is invoked may immediately and lawfully terminate the Contract without compensation.

ARTICLE XV. ANTI-CORRUPTION COMPLIANCE

Each Party undertakes, and shall ensure that the parties associated with it also undertake, to:

• Comply with all applicable laws, legal provisions, regulations, and codes related to fraud and corruption prevention (the "Anti-Fraud Provisions");
• Not engage in any act that may violate any of the Anti-Fraud Provisions;
• Refrain from any act or omission that may cause the other party to violate the Anti-Fraud Provisions;
• Promptly notify the other party of any request for a financial or other unjustified advantage received in connection with the Contract;
• Implement and maintain their own policies and procedures throughout the Contract duration to ensure compliance with the applicable requirements and enforce them where necessary.

ARTICLE XVI. COMPLIANCE WITH LABOR LAW REGULATIONS

If BERTRAND CONSULTING is required to operate on the CLIENT’s premises for the exclusive purpose of fulfilling its contractual obligations, such intervention must take place within the CLIENT’s standard business hours.
Furthermore, BERTRAND CONSULTING shall comply with the CLIENT’s internal regulations, which define access conditions, hygiene, and safety measures, and which must be provided upon arrival at the relevant premises.

ARTICLE XVII. ASSIGNMENT

Neither party may assign the Contract, in whole or in part, without the prior written consent of the other party, which may only refuse for reasonable grounds. Any unauthorized assignment of this Contract or an Order shall be null and void.

ARTICLE XVIII. WAIVER

The failure of either Party to enforce any right under these terms or the Contract shall not be construed as a waiver of such right in the future.
The CLIENT irrevocably waives any claim, demand, or legal action against BERTRAND CONSULTING related to the execution of these terms or the Contract, which is filed more than twelve (12) months after the triggering event. Consequently, the CLIENT irrevocably renounces initiating any legal proceedings before any jurisdiction on this basis against BERTRAND CONSULTING.

ARTICLE XIX. NON-EXCLUSIVITY

These terms shall not, under any circumstances, be construed as an exclusivity commitment in favor of the CLIENT for similar services provided to other clients.

ARTICLE XX. SUBCONTRACTING

The CLIENT is duly informed that BERTRAND CONSULTING may subcontract the Services to any third party of its choice, subject to BERTRAND CONSULTING’s compliance with the provisions of the French Law of December 31, 1975, on subcontracting.

ARTICLE XXI. LIMITATION PERIOD

Unless otherwise provided by public policy, the parties agree not to initiate any legal action against the other under these terms more than one year after the occurrence of the event giving rise to the claim.

ARTICLE XXII. GOVERNING LAW AND JURISDICTION

These general terms and conditions are governed by French law, to the exclusion of any other legislation. Any dispute relating to the interpretation or execution of these general terms shall fall under the exclusive jurisdiction of the competent courts within the jurisdiction of the Versailles Court of Appeal, regardless of the place of execution of these general terms, the domicile of the defendant, or the method of payment, including in the case of third-party claims, multiple defendants, or summary proceedings.