Terms and Conditions of Sale and Service

1.1. These general conditions of sale and service, hereinafter referred to as the "CGV", govern all the services provided by Luidgi CAROLINA--LITAN, an individual contractor, hereinafter referred to as "the Agency", operating under the commercial name IT Luxuoso, registered under the number SIRET 918 601 071,00023, whose registered office is located 29 Lotissement Baie des Tourelles, 97200 Fort-de-France, Martinique.

Unique contractual contact: manager@itluxuoso.com.

1.2. The Agency's services include the design, commissioning and maintenance of websites, graphic design, technical audit and referencing audit, management of online advertising campaigns, and any related services described under the specific conditions.

1.3. The Agency contracts exclusively with clients acting for professional purposes, hereinafter "the Customer". Article 6 organizes the verification of this quality.

1.4. Any order implies the Customer's full adherence to these Terms and Conditions. These take precedence over any other document, including the Customer's general terms and conditions of purchase, unless otherwise expressly agreed in writing.

1.5. In accordance with article L. 441-1 of the Commercial Code, these Terms and Conditions are communicated to any professional purchaser who so requests.

User subscription: payment method whereby the Customer pays commissioning fees and then a monthly rent for a commitment period of twelve, twenty-four or thirty-six months, in return for a right to use the Site and associated recurring services.

Anomaly: difference between the observed behaviour of the Site and the contractual scope.

Blocking anomaly: Anomaly making the Site unavailable or preventing an essential function provided for in the contract.

Technical Annex: Client-specific document, revised at each deadline, containing the lists referred to in Articles 16.1, 20.2 and 30.4 and the expiry dates of the domain name and security licences.

Validation voucher: a document by which the Customer expressly validates a graphic creation and closes the design phase.

Dynamic data: data generated by the operation of the Site, including basic content, downloaded files, messages, commands and user accounts.

Deliverables: All items submitted to the Customer under the contract.

Commissioning: placing the Site online in production, recorded by minutes.

Website: Website subject of the contract, in its last delivered state.

Versioning: A device that creates a reassuring version of the code and configuration at each production stage.

3.1. The contractual relationship is governed by the following documents, ranked in descending order of priority in case of contradiction:

1. signed special conditions and their amendments;

2. the annexes referred to in Article 35.6, including the Technical Annex and the Data Protection Annex; 3. the validation vouchers and signed minutes;

4. signed purchase orders; 5. these Terms and Conditions.

3.2. Four levels of acts are distinguished and do not replace each other.

The amendment changes the contract: scope, price, duration or calendar. The purchase order adds a service without changing the existing contract. The signed estimate forms a separate contract. The notification of a common choice of execution falls under Article 11.

3.3. The version of the Terms and Conditions applicable to a contract shall be that in force on the date of signature of that contract. A subsequent amendment to the GTC has no effect on contracts already signed, the amendment of which requires an amendment.

4.1. Sequence. The commercial appointment is not a firm commitment. The contract is formed only by the joint electronic signature of the specific terms and conditions and these Terms and Conditions, transmitted after the appointment. No production starts before this signature.

4.2. Reservation deposit. Any cash received prior to signature constitutes a reservation deposit. It is neither acceptance of the GTC nor formation of the contract. It is fully repayable if the contract is not finally signed.

4.3. Electronic signature. The signature shall be collected by an electronic signature service in accordance with Regulation (EU) No 910/2014. The signature path includes a summary allowing the Customer to verify the details of his order and his total price, and to correct any errors, before confirming his commitment. The Agency shall acknowledge receipt of the order without undue delay and shall keep the signed contract in such a way as to ensure its access and reproduction.

4.4. The payment of a post-signature invoice never replaces it and does not change the contractual scope.

5.1. Contract channel. Any notification, request for intervention, reservation, validation or complaint shall be addressed to manager@itluxuoso.com or filed using the application form made available by the Agency.

5.2. An application received on another channel is deemed to have been received on the date it is filed on one of the 5.1 channels. The Agency shall, when receiving an application outside these channels, send the Customer the link of the form.

5.3. Evidence agreement. The parties agree that e-mails, notifications issued by the project management tool designated in the contract and automatic acknowledgements of receipt of the form are valid and reliable means of communication. Their time stamping shall be authentic between the parties, unless proven otherwise, of the date of dispatch and of receipt.

6.1. The Customer declares to the special conditions to act for purposes falling within the scope of his commercial, industrial, craft, liberal or agricultural activity, within the meaning of the introductory article of the Consumer Code, including when acting on behalf of or on behalf of another professional.

It declares that it does not contract as a consumer.

Where the Customer is a non-profit legal person, he declares that he is acting for professional purposes and is not a non-professional within the meaning of the same article.

He states that the services covered by the contract are directly related to his main activity as described in the particular conditions.

6.2. The Customer acknowledges that this declaration is a condition for the acceptance of the contract by the Agency and determines the applicable legal regime, particularly with regard to the right to withdraw and the settlement of disputes.

6.3. The Agency collects the Customer's professional identification elements, name, identification number, address and description of the activity.

7.1. Where the Customer is a professional, the contract is concluded outside the establishment or at a distance within the meaning of the Consumer Code, meets the conditions laid down in Article L. 221-3 of the same Code and the subject matter of the contract falls outside the scope of his main activity, he shall enjoy the right of withdrawal provided for in the provisions applicable to contracts concluded outside the establishment or at a distance.

7.2. In this case, the Customer has the legal withdrawal period, which runs from the date provided for in the Consumer Code. It may exercise this right by means of the standard form annexed hereto or by any declaration without ambiguity.

7.3. Early execution. The Customer who wishes the performance of the services to begin before the expiry of the withdrawal period shall make an express request in writing. It is informed that, in the event of withdrawal after the start of implementation, it will be obliged to pay the Agency an amount corresponding to the service provided until its decision is communicated.

7.4. The information notice and the standard form shall be included among the annexes referred to in Article 35.6.

8.1. The exact scope of benefits, deliverables, exclusions and limits are defined under the specific conditions. No scale is included in these GTCs.

8.2. Any service not expressly provided for in the scope shall be subject to an estimate, followed by an amendment or order form, and subsequently to the agreed payment. These three acts are cumulative. Otherwise, the Agency will not perform the service without its liability being incurred.

8.3. Two methods of acquisition. The Customer chooses, under special conditions, between the cash settlement and the user subscription. The consequences of this choice on the Customer's rights are settled in Title V.

9.1. The prices, settlement procedures and billing schedule are set out in the specific conditions. Prices are expressed in euros.

9.2. Counting. The price is payable prior to the commencement of production, except as expressly stipulated in the specific conditions.

9.3. User subscription. The cost of commissioning is paid in three fractions, the schedule of which appears under the specific conditions. Production begins with the settlement of the last fraction. The monthly rent is then payable monthly during the period of appointment.

9.4. Sampling. The Agency may require the establishment of an automatic debit for any recurring payment. Failure to draw, in particular for lack of provision, opposition, closed account or exceeded ceiling, constitutes an unpaid amount within the meaning of Article 26.

9.5. No discount shall be granted in case of advance payment, unless otherwise specified.

10.1. Where the performance of the contract requires the acquisition or increase of resources provided by third parties, in particular accommodation capacity, certificates, security services or dispatch quotas, the Agency may, with the written consent of the Customer, acquire those resources on its own behalf and on its own behalf, and then rewrite them to the Customer as part of the services.

10.2. Unless otherwise specified, the price charged to the Customer shall be determined as follows: cost of supplier without taxes multiplied by 1.75, corresponding to the cost of the supply and management of the resource by the Agency, plus, where appropriate, 20 euros without taxes per one-time administrative event, creation, transfer or modification, or 50 euros without taxes per year for the management of an annual renewal resource.

10.3. The Customer acknowledges that these amounts earn a supply, configuration and management service, and do not constitute a repayment of disbursements. At the request of the Customer, the Agency shall communicate the supplier cost which was the basis for the calculation.

10.4. The annual plan of 10.2 does not apply to the domain name, governed by Article 17.

10.5. No expenditure shall be incurred on behalf of the Customer without his or her written consent, unless security emergency expressly provided for in the special conditions.

11.1. Content and access. The Customer shall transmit to the Agency the content, information and access necessary for the performance of the services. It guarantees all rights, authorisations and licences in the content transmitted, and guarantees the Agency against any third party claims as such.

11.2. Decisions subject to express agreement. In any event, an express agreement of the Customer, expressed by an electronic signature, an identified validation click or a written message from the Customer, is required:

the graphic validation voucher, which terminates the design phase and results in the invoicing of any subsequent changes not foreseen at the initial perimeter; any certificate of receipt, total or partial; any amendments, including any changes to the scope, price or calendar.

The Customer's silence, even if prolonged, is in no way valid for acceptance of these documents.

11.3. Common execution choices. Common execution choices are decisions that do not affect the agreed price, the scope of services, the nature and volume of deliverables, functionality, number of pages or modules, or the contractual schedule.

Non-limiting examples: order to display sections of a page; choice between several photographs, texts or visuals provided by the Customer; minor layout, typography or style adjustments in accordance with the validated charter; minor aesthetic or ergonomic settings not changing agreed functionality.

Any decision amending the price, scope or schedule shall be taken out of this paragraph and shall require express agreement.

11.4. Silence validation of only common execution choices. For any common choice of execution, the Agency shall send to the Customer a notification containing the precise description of the decision, its main recommendation, the indication that the Customer may accept, refuse or request a change by simple written reply, and the express indication that, in the absence of a reply within three working days from the date of dispatch, the recommendation shall be deemed to be accepted, with a reference to the effective date.

If no response is received within this time frame, the recommendation shall be deemed to be accepted and implemented. The Agency shall retain the evidence.

Any subsequent application for an amendment relating to an election so deemed accepted may, if it exceeds the original scope, give rise to additional billing.

11.5. Recovery, pause and termination. Where the Customer's response is necessary for the continuation of the project, delivery of content, functional arbitration, graphical validation or validation of an intermediate deliverable, the Agency shall send a first written request specifying the nature of the expected element and that, in the absence of a reply, the project may be paused and the delays carried over.

In the absence of a response within seven calendar days, the Agency shall send a written reminder. If, after a further seven calendar days, the expected item has not been provided, the Agency may notify the project that it has paused.

Discontinuation entails the suspension of completion and delivery times from the date of notification, the consequential carry-over of milestones and delivery date, and the possibility of charging for services already performed and costs incurred.

If the suspension is extended beyond 60 calendar days, the Agency may, after being in default for 15 days, terminate the contract automatically, without prejudice to the payment of the services performed, the costs incurred and the compensation provided for in the contract.

11.6. Starting point of production times. The time limit set out in the special conditions shall not begin to run until the last of the following three conditions, all of which have been met:

Regulation of the part opening production, as defined in the Financial Annex;

the signature of the special conditions and these General Terms and Conditions;

the complete delivery of the contents and accesses listed in the perimeter annex.

Any expectations attributable to the Customer are recorded in writing and carry forward the term accordingly. On the seventh day of waiting, the Agency shall send the Client a statement of the missing elements.

Maintenance time limits follow the departure rule of Article 14.6.

12.1. At the end of each phase leading to a significant release or posting, the parties shall sign a receipt report describing the scope of the deliverables accepted, the date of receipt and, where appropriate, the reservations made by the Customer.

The minutes shall bear the express recognition by the Customer of the conformity of the deliverables to the scope described, subject only to the reservations that he makes therein.

12.2. The signing of the record without reservations shall be considered acceptance of the deliverables for the apparent defects only, with regard to the scope described, without prejudice to the Customer's rights in respect of non-obvious defects, hidden defects or contractual liability under ordinary law.

12.3. In the event of reservations, the Agency undertakes to remedy them within five working days. The lifting of reservations shall give rise to a further record or an amendment to lift.

12.4. Notice of entry into service. Where the contract includes versioning or maintenance services, their entry into force shall be evidenced by a report of entry into service drawn up within 10 working days following the posting, attesting the versioning device, its distant destination and a dated restoration test.

13.1. Duration. Regardless of the legal guarantees referred to in Article 13.5, the Agency shall grant the Customer a commercial guarantee for the proper functioning of 30 calendar days from the date of receipt without reservation contained in the minutes.

13.2. Perimeter, list closed. During this period, the Agency shall, without charge, correct any technical deficiencies falling exclusively within the following list.

1. Total unavailability of the Site delivered, attributable to the code or configuration set up by the Agency.

2. Page delivered returning a server or application error attributable to the Agency. 3. Delivery form that no longer transmits the planned data, in the absence of further modification by the Customer or a third party.

4. Internal link delivered broken or pointing to a non-existent resource, provided that this link was provided for the contractual scope. 5. Image delivered missing or not displayed on the screen sizes provided for in the contract, when provided or validated by the Customer and integrated by the Agency.

6. Failure to display on the screen sizes expressly provided for in the contract, if it results from the code delivered by the Agency.

7. Data or content displayed in clear contradiction with the data locked or validated to the contract or in the signed specifications. 8. Failure of the conversion tunnel or payment module integrated by the Agency, making it impossible to complete an order or contact request, where it is attributable to the code or setting carried out by the Agency. 9. Expiry of the certificate established by the Agency when it manages it under the contract.

10. Interruption of the hearing measures put in place by the Agency, attributable to its intervention. 11. Demonstrable inconsistency of the prices or amounts displayed delivered by the Agency in relation to the rates validated by the Customer to the contract or in the specifications.

Any anomaly not included in this list does not fall within the scope of the commercial guarantee and may be the subject of a proposal for a supplementary benefit or treatment under legal guarantees.

13.3. Extension during maintenance or subscription. Where the Customer agrees, at the same time as the creation or subsequent, to a maintenance contract or a usage subscription, the commercial guarantee shall be extended for the duration of the performance of this contract, for the scope of the deliverables maintained, subject to three cumulative reserves:

the Customer is up to date with his payments; the deliverables have not been modified by the Customer or by a third party without prior written validation by the Agency; the anomaly does not result from a cause outside the Agency's scope of intervention, in particular hosting, domain name provider, payment provider, extension or non-maintained third party module, computer attack or force majeure.

13.4. Notification. In order to benefit from the guarantee, the Customer shall notify in writing any discrepancies in the list, providing any useful elements of context and reproduction, address concerned, screenshots, description, date and time found.

13.5. No waiver of legal guarantees. The commercial guarantee applies without prejudice to the legal guarantees enjoyed by the Customer, in particular the legal guarantee of the hidden defects of articles 1641 et seq. of the Civil Code and the contractual liability under ordinary law of articles 1217 and 1231-1 of the Civil Code, including after expiry of the commercial guarantee.

No stipulation of these may be interpreted as excluding or limiting the Customer's legal rights beyond what is permitted by the applicable texts, or as preventing the exercise of his legal remedies within the statutory limitation periods.

The limitations and exclusions set out herein shall not apply in the event of serious or wilful misconduct by the Agency.

14.1. The scope of the maintenance, the number of interventions included and the response times are specified in the specific conditions.

14.2. Minor intervention. A minor intervention is any one-time modification that does not affect the structure or logic of the Site, which can be achieved in less than one hour of actual work, without impact on the database or on the architecture of the code.

14.3. Limiting list of minor interventions included. Subject to the ceilings defined under the special conditions, the following operations are included only:

changing text content on an existing page; changing colors, typographies or icons in the style sheet; replacement or addition of an image or logo of equivalent size, without creating a gallery or modifying the layout; updating contact information or links to social networks; adding, deleting or modifying a button or link; minor layout adjustment, repositioning of a block, margins or spacing, without redesign of the section; changing the SEO metadata on an existing page; adding or removing an item from a menu or list; spelling corrections and updating of legal texts without substantial rewriting; change the wording of a form field, without adding a field.

14.4. Limiting character. Any intervention outside this list, or requiring more than one hour, or involving a change in the architecture of the code, database, page structure or application logic, shall be subject to an additional estimate and an amendment or order form.

These include the creation of pages or templates, the integration of features, the development or integration of third-party modules, the graphical redesign of a section, the migration of content by volume, the optimization of referencing beyond the updating of tags, and strategic advice.

14.5. Requalification. Where the volume of the Customer's requests repeatedly exceeds the ceilings provided for under the particular conditions, the Agency shall propose to the Customer the passage to the upper level or the drawing up of an estimate. In the absence of agreement, excess interventions are charged at the current rate.

14.6. Departure of deadlines. Time limits for intervention shall run from the receipt of the application on a channel of Article 5.1. For any request other than a blocking anomaly, they run from the Agency's acknowledgement of receipt, which takes place in one working day. For a blocker anomaly, they run from reception.

15.1. Site versioning. The Agency implements a versioning of the Site limited to code and configuration, consisting of the creation, each time in production, of a reassuring version on at least two separate locations, the restoration is carried out by redeployment of an earlier version.

A restoration test is performed and dated upon commissioning, then once a year, and after any change of accommodation or deposit.

15.2. Exclusion of dynamic data backup. Unless the option of 15.3 is subscribed, the Agency shall not ensure any backup or retention of the Customer's dynamic data, including, in particular, content entered at the base, files and media uploaded, messages, orders, user accounts and more generally any data generated by end users of the Site.

The retention and safeguarding of such data shall be the responsibility of the Customer and, where appropriate, its hosting provider.

The Customer is informed that the level of preservation offered by this supplier depends on the latter, which can modify it without the consent of the Agency, and that it is for him to verify it.

This exclusion relates to the preservation and restoration of dynamic data. It shall not relieve the Agency of any of its security obligations, in particular those arising from the rules applicable to personal data, governed by Article 30.

15.3. Paid security option. The Customer may purchase, by order form or by amendment, a paid option to secure dynamic data, whose perimeter, frequency, retention period, restoration procedures and price are listed in the current catalogue.

In the absence of subscription, the Customer acknowledges that he has been informed of the existence of this option and of the dependence of the level of preservation of dynamic data on the services of his hosting provider.

15.4. Maximum possible loss. In the event of an incident affecting the Site, the maximum possible loss covers all dynamic data created or modified after the last available restoration point.

15.5. Obligation to rebuild. In the event of loss of data attributable to the Agency's services, the Agency undertakes to reconstruct the Site from the last available backup, as defined in 15.1 for code and configuration and, if applicable, 15.3 for dynamic data, within the time limits of Article 25.3.

This reconstruction obligation is not subject to any ceiling. The compensation ceilings of Article 25 shall apply only in the event of the impossibility of reconstruction or of exceeding the agreed deadlines.

The Customer is informed and accepts that, in the absence of any available backup of dynamic data, the reconstruction can result in a functional Site but without, in whole or in part, such data.

16.1. Identification. Certain third-party software components, extensions, modules or security services may be necessary for the proper functioning or security of the Site. Their list, with the distinction between security licences and comfort licences, is contained in the Technical Annex.

16.1 bis. Scope of commitment on third party components. The Agency's commitment relates to the consistent integration of these components into the contractual scope and their updating under the terms of the maintenance contract.

It does not deal with the intrinsic defects of a third party component, or with the unilateral decisions of its publisher, including changes in operation, tariff changes, end of support or abandonment of the component.

Where a major update of a third-party component exceeds the scope of the current maintenance, in particular because it requires a resumption of layout, a rewriting of a specific development or a migration of data, a separate estimate shall be made. The Agency shall inform the Customer in writing before any intervention.

16.2. Safety licences. The Customer undertakes to maintain the security licences identified throughout the maintenance contract.

Thirty days before the known expiry of a security licence, the Agency shall send the Customer a written alert recalling the need to renew this licence and the consequences of a failure to renew. In the absence of regularisation, a notice is sent to the Customer giving him an additional period of 15 days.

At the end of this period, if the licence is not renewed, the Agency may, without liability, suspend the performance of the maintenance services relating to the Site concerned, provided that the continuation of the services on a Vulnerable Site would be contrary to the reasonable security obligation and the economy of the contract. If the situation persists beyond 30 days after the suspension, the Agency may terminate the maintenance contract for serious failure of the Customer, in accordance with Article 27.

16.3. Comfort licenses. When the Customer decides not to renew a comfort license, the Agency shall inform him in writing of the foreseeable consequences of this choice on the operation or presentation of the Site and, where appropriate, shall propose a reasonable alternative.

In the absence of renewal despite this information, the component concerned is excluded from the maintenance scope. The Customer acknowledges in writing that he has been informed of the consequences of this choice and renounces seeking the responsibility of the Agency for the only malfunctions directly attributable to the deactivation or the absence of this comfort component, without prejudice to the obligation of the Agency to perform correctly the other agreed services.

17.1. Title by the Agency with transfer on request. Unless otherwise specified, domain names used for the Site shall be registered in the name of the Agency with the registered office chosen for the purpose of providing the services. The Client is mentioned as a final beneficiary to the extent permitted by the Registry.

The Agency undertakes to transfer to the Customer, or to any third party designated by him, the ownership of the domain names concerned, without charge, upon simple written request and subject to the payment of any technical transfer fees charged by the registration office. The Agency shall not make this transfer subject to payment of sums other than such reasonable technical costs.

This transfer commitment applies even in the event of a dispute between the parties or an unpaid payment. The Agency shall proceed with the transfer within 10 working days of the written request and shall separately recover the amounts outstanding. The domain name is in no way a guarantee of payment.

17.2. Option of direct ownership by the Customer. The Customer may, from the outset or during the contract, choose to own the domain names directly, subject to the following cumulative conditions:

the domain name is registered with a registration office of its choice in an account opened in its name; the Customer delegates to the Agency, during the duration of the contract, the technical rights necessary for the management of the records and the configuration operations of the Site; the Client activates and maintains the automatic renewal of the domain name and provides proof at first request; the Customer activates the transfer lock when this feature is available; the Customer signs the discharge clause of 17.3.

In the absence of delegation of technical rights, the management of registrations by the Agency shall be subject to an annual fee set out in the catalogue.

17.3. Alert duty and limited discharge. When the Client is the direct owner of the domain name, he or she remains solely responsible for its administrative management and renewal.

Subject to the Agency having access to the information relating to the deadline, it undertakes to send the Customer, at least 30 days before the known expiry date, a written alert recalling the need to renew and the consequences of a failure to renew.

In case of unavailability of the Site resulting exclusively from a failure to renew attributable to the Customer despite this alert, or of the Customer deactivation of the automatic renewal or transfer lock, the Agency may not be held liable for this unavailability, subject to fulfilling its obligations of reasonable assistance.

This discharge shall not apply in the event of proven fault of the Agency in the technical management of the domain name or registrations where it is responsible for it.

18.1. Availability objective. The Agency shall use reasonable means to achieve a site availability target of 99.5 per cent on an annual basis, excluding planned maintenance periods notified to the Customer and excluding exclusion of 18.2. This objective is an obligation of enhanced resources and not a guarantee of results.

18.2. Third-party exclusions. The following are excluded from the calculation of the availability and responsibility of the Agency:

failures, breakdowns, interruptions or service limitations attributable to third-party providers expressly identified in the Technical Annex, hosting company, registration office, payment service providers, e-mail services, where the Agency has not committed any fault in their selection or configuration; unilateral decisions or developments of these providers, infrastructure maintenance, change of policy, suspension of account for failure of the Customer to comply with their conditions of use; any intervention or setting carried out directly by the Customer or by a third party authorised by him, other than operations carried out by the Agency.

18.3. The Agency undertakes to inform the Customer without delay of any major unavailability and to cooperate in good faith with the third-party providers concerned to contribute to the resolution of the incident.

19.1. Access entrusted to the Agency for an audit. For the purposes of an audit of the Client's website, the Agency may be entrusted with identifiers and means of access to the site, its administration interface, its hosting or its measuring tools. Such access shall be strictly limited to the scope necessary for the performance of the mission as defined in the estimate or the mission annex.

19.2. Inventory and journal. The Agency shall draw up, for each audit mission, an inventory of the accesses provided by the Customer and shall keep a log of the main technical orders and operations carried out. These documents shall be kept for the applicable period of limitation and shall be authentic between the parties of the nature and extent of the Agency's interventions, unless otherwise proved by the Customer.

19.3. Previous status. The Customer acknowledges that the Agency operates on a pre-existing site, designed and developed by the Customer or third parties. The Agency shall be liable only for damage directly attributable to the operations it actually carries out in connection with the mission, as reported in the newspaper referred to in 19.2.

It cannot be held responsible for any malfunctions, anomalies or security deficiencies that exist in its intervention, or for any damage resulting from modifications made by the Customer or any third party mandated by him.

This limitation shall not preclude the responsibility of the Agency in the event of proven misconduct in the performance of the mission.

19.4. Scope of the authorized consultation. The Agency undertakes to access and consult, using the identifiers provided, only the environments, data and functionality strictly necessary for the performance of the mission. It prohibits the voluntary access to foreign spaces or data to the object of the mission, unless the Customer instructs in writing.

19.5. Time to provide access. In the absence of full access within seven days of the request, the Agency may carry out a reduced external audit, documented as such, or suspend execution until access is received. The deadline for the submission of the report shall run from the receipt of all access.

19.6. Access in writing granted to the Customer. At the request of the Customer, the Agency may grant him, or a third party authorized by him, access in writing to certain technical environments of the Site, under the financial and technical conditions set out in the estimate or order form.

The Customer's attention is expressly drawn to paragraphs 19.8 and 19.10 before the access is opened.

19.7. Production history. The Agency shall implement, for its own operations, a versioning system which shall generate a history of the production it carries out.

Before opening an access in writing to the Customer, the Agency shall make a reference production and communicate the date thereof to the Customer. The presumption of 19.8 applies only to deviations found after this reference.

19.8. Conventional presumption of accountability. In the event of a dispute relating to the origin of a modification, anomaly or deterioration of the Site, the modifications contained in the Agency's production history shall be presumed, unless proof to the contrary, attributable to the Agency, and any alterations or alterations not traced in this history shall be presumed, unless proof to the contrary, attributable to the Customer or any third party acting under his responsibility.

The Customer retains the right to reverse this presumption by any means of proof to the contrary, including the logs of his host or the traces of intervention of another provider.

19.9. Automatic and third-party updates. Amendments resulting from an automatic updating of a third party component, a unilateral evolution of a hosting platform or a third party service, or the failure of such a service, shall not be attributable to any of the parties under 19.8. The processing of these events, if any, falls under the ongoing maintenance contract.

19.10. Limitation. The Agency shall not be liable for any damage resulting from modifications, interventions or settings carried out by the Customer or any third party mandated by him, other than the operations set out in the Agency's production history, unless the Agency has proved its fault.

20.1. The Agency shall be free to apply, under its responsibility, to any provider of its choice for the performance of all or part of the benefits. It remains solely responsible for the proper execution of the Client and

remains his sole contact. The use of providers does not create any contractual link between the Customer and these.

20.2. The Agency shall not be obliged to disclose the identity of its providers unless security or legal obligation is necessary. Where the nature of the benefits or regulations so require, it shall provide the strictly necessary information. The list of providers and tools dealing with personal data is set out in the Technical Annex under Article 30.

20.3. The Customer shall not deal directly with the Agency's providers for competing or similar services, during the contract and for twelve months following its expiry, unless the Customer has previously agreed in writing.

21.1. Nature. The contract is a contract for the subscription of digital services and for the license of use, concluded between professionals, whereby the Agency designs, puts into service and maintains a Site for the benefit of the Customer, and provides it with associated hosting, domain name management, certificate, maintenance and versioning services, for the chosen duration of engagement.

The contract does not relate to the sale of the Site, but to the provision of design and commissioning, the provision of recurring services, and the granting of a right of use.

21.2. Title. The Agency remains the holder of all intellectual property rights attached to creations: source codes, database structures, mock-ups, native files, scripts, visual and audiovisual content, documentation and all original elements delivered.

21.3. Deliverables assisted by artificial intelligence tools. Deliverables produced by the Agency, including when they are developed with the assistance of artificial intelligence tools, are presumed, to the extent that they meet the legal conditions of protection, to constitute works of the original spirit of which the Agency holds the property rights, either as an author or by virtue of assignments made with its suppliers.

22.1. During the contract. The Customer shall enjoy a right of full use of the Site, including the right to exploit it for the purposes of his professional activity, to have it hosted by the Agency or any other provider, and to have it maintained and developed by the Agency or any other provider.

This right is granted on a non-exclusive basis, for the entire world, from the date of entry into service and for the duration of the contract.

It may be suspended only after notice of payment remains unanswered for 15 days, under the conditions of Article 26.

22.2. Contractual right of use on deliverables. Regardless of whether or not copyright protection exists, the Agency grants the Customer a contractual right of use over all deliverables delivered, for the purposes of its professional activity and for the entire world.

Except with the prior written agreement of the Agency, the Customer shall refrain from reselling, granting or making available for payment the deliverables, in whole or in part, to third parties, outside the normal operation of the Site or agreed media.

This contractual right of use has its effect whether or not the deliverables are protected by copyright, as a personal obligation of the Customer to the Agency.

22.3. The right of use does not imply transfer of property rights or transfer of source or native files.

23.1. Perpetual license in case of full execution. At the end of the chosen term of engagement, and provided that the Customer has paid the full cost of commissioning and rent payable, the Customer

acquires a license of perpetual use on the Site in its last delivered state.

This licence confers on the Customer, without limitation of duration, the right to operate the Site for the purposes of its professional activity, the right to have it hosted, maintain and evolve by any provider of its choice, and the right to obtain on request a copy of the files necessary for its operation, excluding third parties subject to specific licences and the Agency's internal tools.

The licence is granted on a non-exclusive basis, worldwide. It is not transferable in isolation. It is transferred by right to the beneficiary of a transfer of the Customer's business, transfer of commercial funds, merger, partial contribution of assets or universal transfer of assets, upon simple written notification to the Agency.

It does not entail any transfer of ownership of property rights to the Site.

23.2. In case of cash settlement. Subject to the full payment of the sums payable in respect of the order, the Customer shall, from the date of entry into service, enjoy the right of use of Article 22 without limitation of duration, under the same conditions as those of the perpetual license of 23.1.

23.3. Option to transfer property rights. The Customer may at any time request the transfer of the property rights on the Site. The transfer shall be the subject of a separate act stating separately the rights assigned, the scope and destination of the holdings, the territory, the duration and the remuneration, and a specific remuneration determined according to the catalogue rate in force on the day of application.

Cumulative conditions: full payment of all amounts due in respect of benefits resulting in deliveredables transferred; absence of significant late payment or recovery procedure in progress on the day of signature ; payment of the transfer fee.

Until such time as the assignment has been concluded in writing and paid in full, the Agency shall remain the sole owner of the property rights.

The transfer does not cover third-party licensed items, which remain subject to their own licences, or the Agency's generic tools, libraries and know-how.

Internal elements. The Agency shall remain the exclusive property of the Customer and shall not be granted to the Customer in respect of the assignment of rights or in respect of the right of contractual use:

internal project structures, models, templates and libraries of reusable components; internal data sets, test sets, generation instructions and settings of artificial intelligence tools; methods, procedures, checklists, audit matrices and internal reference documents.

These elements constitute confidential information and, where appropriate, protected by the secrecy of cases. The Customer shall not disclose them to third parties or use them outside the scope of the contract.

24.2. Limited guarantee of ownership and absence of infringement. The Agency shall ensure that, to its reasonable knowledge, delivered deliverables do not affect the intellectual property rights of third parties.

In the event of a third party's claim or action based on a breach attributable to deliverables, the Agency may, at its option, modify the deliverables to stop the alleged disorder, or replace the disputed element with an element that is not infringing the equivalent functionality and performance.

This guarantee is limited to the only deliverables provided by the Agency, excluding content provided or imposed by the Customer, texts, visuals, marks, data, specific instructions, for which the Customer

remains solely responsible.

Any additional compensation shall be subject to the ceilings and exclusions of Article 25.

25.1. Nature of the Agency's obligations. The parties expressly describe the obligations of the Agency as follows.

The Agency is bound by an obligation to achieve results with respect to the compliance of deliverables with the scope defined in the perimeter schedule and with the signed specifications.

It is bound by an obligation of enhanced means for all the rest, including the availability of the Site, the delays in intervention, security, natural referencing and commercial performance, the realization of which depends on factors that it does not fully control.

25.2. Principle of responsibility. The responsibility of the Agency may be incurred only in the event of proven fault, under the conditions and within the limits of this Article. The Parties recognise that these stipulations organise a distribution of the risks associated with the performance of the services, in particular in return for the agreed prices.

25.3. First floor, repair in kind in case of data loss. In the event of loss of data or content from the Site attributable to the Agency, the Agency undertakes, as a matter of priority, to restore or reconstruct the Site from the last available backup and the content made available by the Customer, within the following time limits from the date of the written notification of the incident:

The Customer undertakes to cooperate in good faith in this reconstruction, in particular by providing without delay the necessary content and information.

This obligation to rebuild constitutes the Agency's primary obligation in the event of data loss attributable to the Agency. It shall not be subject to any limitations other than those of 25.5 and 25.6, applicable only in the event of failure or impossibility of reconstruction within the agreed time limit.

25.4. Service repair options. In the event of failure of the repair in kind, due to technical impossibility duly justified or by exceeding the contractual period, the Agency shall notify the Customer, in writing, of an alternative proposal consisting, at the choice of the Customer:

the creation of a new site of equivalent functional and technical scope, on the basis of an updated specification by mutual agreement; or the granting of a benefit asset equal to the tax-free price of the initial creation of the Site, attributable without limitation of duration on all the services of the catalogue in force, and freely transferable to the recipient of the Client's activity upon written notification.

The Customer has 15 calendar days from the receipt of this notification to make his choice known in writing. In the absence of a response, he is deemed to have refused these options, without limiting his right to compensation capped on 25.5.

When the Customer accepts one of these options, the parties expressly declare in writing that the full implementation of the chosen option permanently extinguishes, in the amount of its amount, any claim for the loss of data concerned, without prejudice to the application of 25.5 in case of failure of this option attributable to the Agency.

25.5. Second floor, specific compensation in case of failure of reconstruction. If, despite the reasonable diligences of the Agency, the reconstruction proves impossible, in particular in case of irreversible corruption of the backups, or is not carried out within the time limits of 25.3, the Customer can claim a specific compensation for the loss of data.

This compensation shall be capped, in all cases and in all cases, for loss of data, to the amounts without taxes actually paid by the Customer in respect of the Site, including advance payment and commissioning costs, without being able to be less than half of the price cash without taxes of the Site as it appears in the applicable catalogue, or to exceed that cash price.

Where the creation of the Site has not been invoiced by the Agency, this limit shall be set at EUR 1,500 excluding taxes.

This subceiling applies only to data losses directly attributable to the Agency for versioning and maintenance services.

25.6. Third floor, general ceiling. For any other breach, the liability of the Agency, in all cases and in all cases, shall be limited to the direct injury actually suffered, but not exceeding, for all damage in respect of the same event, the greater of:

the total of the tax-free amounts actually paid by the Customer in respect of the services concerned during the 12 months preceding the operative event; an amount of EUR 1 000 excluding taxes.

This ceiling applies by operative act and constitutes the maximum limit of cumulative compensation payable in respect of all claims relating to that act.

25.7. Exclusion of indirect harm. Subject to 25.8, indirect damages such as loss of operation, loss of turnover, loss of customers, loss of order, loss of profits and damage to image or reputation are excluded from any compensation.

The Parties recognise that this exclusion, together with the ceilings of 25.5 and 25.6, does not deprive the Agency of its essential obligation, particularly in view of the reconstruction commitment of 25.3.

25.8. Heavy or dolosive fault. The limitations and exclusions of 25.5, 25.6 and 25.7 shall not apply in the event of gross or wilful misconduct by the Agency, i.e. in the event of conduct of extreme gravity, limiting to dol and denoting the Agency's inability to perform the contractual task it has accepted, or in the event of deliberate refusal to perform its obligations.

In these circumstances, the Agency cannot rely on any ceiling or exclusion. The obligation of reconstruction of 25.3 remains, without hindering the right of the Customer to also request full reparation of his damage.

25.9. Other exclusions. The Agency is not liable for damages resulting from the use of the Site or the content by the Customer in violation of the applicable contract or regulations, or incidents

attributable to third parties listed in the Technical Annex or to causes outside its scope of action as defined in the contract.

25.10. No guarantee of results. The Agency does not guarantee any results in natural referencing, traffic or commercial performance. The commitments concern the quality of configuration and execution, never on a volume.

25.11. Insurance. The Agency declares that it has taken out professional liability insurance. The valid certificate shall be communicated to the Customer upon request.

26.1. Interest and lump sum. Any amount due and unpaid at maturity shall be, by right and without formal notice, interest on late payment as from the day following the date of payment on the invoice, at the annual rate equal to the European Central Bank's leading rate applicable to its most recent refinancing operation plus 10 percentage points, without being able to be lower than the minimum rate provided for by the provisions applicable between professionals.

In addition, the Customer is automatically liable for the flat-rate fee for recovery costs of 40 euros provided for in the Commercial Code. Where recovery costs actually incurred, including the costs of bailiffs, lawyers or collection companies, exceed this amount, the Agency may request additional compensation on the basis of supporting evidence.

26.2. Suspension. In the event of total or partial non-payment of an amount due on its due date, the Agency shall issue to the Customer a written notice inviting it to regularize within 15 days of its receipt.

In the absence of full adjustment within this period, the Agency may, without prejudice to the interest and allowances of 26.1, suspend the execution of all or part of the services, including access to the Site and associated services, until full payment of the sums due.

The suspension shall constitute the exercise of the non-execution exception and shall not be regarded as a termination, unless the Agency expressly decides in accordance with Article 27.2. Time limits for execution and delivery are automatically extended for at least the same period as the suspension.

26.3. Collection. In the absence of regularisation, the file may be entrusted to a recovery intermediary, the costs incurred remaining at the expense of the Customer under the conditions of 26.1.

27.1. Normal maturity. If the subscription is fully executed to its end, the perpetual licence of section 23.1 shall be acquired. The Agency shall cease to provide recurring services unless a new contract is renewed or subscribed to. A written proposal shall be sent to the Customer no later than three months before the end of the term.

27.2. Termination for unpaid payments. In the event of the Customer's failure to comply with his obligation to pay, and after being in default for 15 days, the Agency may terminate the contract.

Termination for unpaid payments results in termination of the right of use, termination of recurring services and failure to acquire the perpetual licence.

The amounts already paid shall be acquired by the Agency in return for the benefits actually provided. The allowance in section 27.4 shall not be combined with the retention of amounts already paid for the same period.

27.3. Early termination at the initiative of the Customer. The Customer may terminate the contract before the deadline, subject to thirty days' notice and payment of the compensation in Article 27.4.

In lieu of the payment of this compensation, the Customer may request the immediate acquisition of the perpetual use licence of section 23.1, at the catalogue rate in effect on the day of the application. In this case, the licence is acquired and the recurring services terminate at the end of the notice.

In the absence of the exercise of this right, the right of use shall cease at the end of the notice and the perpetual licence shall not be acquired.

27.4. Early termination allowance and cumulation limit. In the event of early termination under 27.2 or 27.3, the Customer is liable, in addition to the sums already due, for an allowance calculated according to the following degressive scale, applied to the amount without tax of the rents remaining to be paid:

50 per cent where termination occurs in the first third of the initial commitment period ; 35 per cent in the second third; 20 per cent in the last third.

The purpose of this allowance is to compensate for the Agency's future loss of profits for the remaining period. It does not cover rents already due, which remain due with interest on late 26.1.

In the event of termination for unpaid payments, the option to acquire the perpetual licence shall be open only after full payment of the sums already due, interest on late payments and lump sum recovery compensation included, and against cash payment of the licence price. The exercise of this option renders the early termination allowance unnecessary.

Without the Customer's gross or wilful fault, the cumulative amount, in respect of the same unpaid amount and the resulting termination, of the late interest, the lump sum recovery allowance and the early termination indemnity, may not exceed eighty per cent of the amount without tax of the rents remaining to be paid on the date of termination. The actual justified recovery costs are excluded from this ceiling.

27.5. Common effects. At the end of the contract, for any reason, the Agency shall make available to the Customer, on request and within 15 working days, a copy of the content provided by the

Client for integration into the Site, as well as data generated by the operation of the Site, in a standard format.

Access granted to the Customer or his agents shall be revoked at the end of the contract, unless otherwise stipulated.

Field. Each Party undertakes to consider as strictly confidential all information, commercial, technical, financial, organisational or strategic, communicated by the other Party in the course of the negotiation, conclusion and performance of the contract, and clearly presented as confidential or the confidentiality of which clearly results from the nature or circumstances of their disclosure.

28.2. Obligations. Each Party undertakes not to disclose the confidential information of the other to third parties, except to its employees, agents or subcontractors who need to know about it for the performance of the contract and who are subject to an obligation of confidentiality at least equivalent; to use this information only for the purposes of performance of the contract; and to take all reasonable measures to maintain its confidentiality.

28.3. Exceptions. The information already known to the receiving party prior to its disclosure, which falls into the public domain otherwise than by its fault, which is legitimately received from a third party not bound by an obligation of confidentiality, or whose disclosure is required by a legal or regulatory provision, a court decision or a request from a competent authority, the party required to be disclosed by informing the other party to the extent permitted by the applicable law shall not be considered confidential.

28.4. Duration. The confidentiality obligations shall apply throughout the duration of the contract and for five years from its termination, without prejudice to the longer periods laid down for the internal elements of the Agency in Article 24.1.

28.5. Reference fee. By way of derogation from the foregoing, the Customer expressly authorizes the Agency, on a non-exclusive and free basis, to cite its name or corporate name and its logo as a commercial reference on its communication media; to reproduce screenshots or visual extracts of the Site or media made, after posting, for the sole purpose of presenting its achievements; and to mention in a non-nominative and aggregated manner certain numerical results, indicators of audience, conversion or performance, excluding any data allowing the identification of natural persons.

This authorisation is granted for the achievements delivered, without limitation of duration, the presentation of a past achievement constituting the normal use of the reference portfolio of a creative agency.

28.6. Right of opposition. The Customer may at any time oppose, for the future, all or part of these uses by notifying the Agency of its written and reasoned opposition. Upon receipt of this notification, the Agency shall refrain from any further contested use and shall cease to operate the media concerned in their next updates. The opposition shall not relate to printed material already distributed, nor to the statements contained in commercial proposals already submitted.

28.7. Mention at the foot of the Site. The Customer accepts the addition of a mention to the footer of the Site indicating its realization by the Agency, with a link. Any deletion or modification of this entry shall require the prior written agreement of the Agency and may give rise to the invoicing of a fee appearing in the catalogue.

288. Sanctions. Any serious breach of the confidentiality obligations of this Article may entail the contractual liability of the defaulting party and give rise to the right to compensation for proven damage, without prejudice to any other action based, inter alia, on unfair competition or parasitism.

29.1. Purpose. Within the framework of certain services, the Agency may carry out one or more scoping interviews, at a distance or in the presence, which may be the subject of an audio or audio-video recording, in order to serve as the editorial basis and proof of the brief communicated by the Customer.

29.2. Persons concerned. Persons actually participating in the interview, representatives of the Customer, partners, employees, employees and, where appropriate, any other person whom the Customer has chosen to associate with the exchange may be registered. It is for the Customer to inform these persons of the existence of this clause.

29.3. Information and consent. Before registration, the Agency shall inform the Customer of the use of registration, its purposes, preparation and justification of deliverables and proof of the brief, the duration of storage and the persons likely to have access to it within the Agency.

The registration is made only with the prior consent of the Customer, formalized either by the acceptance of the present and the validation of a proposal mentioning the recorded maintenance, by written confirmation, or by an oral confirmation obtained at the beginning of the interview. This opening announcement and the responses of those present are part of the recording.

29.4. Purposes. The recording and its transcription are used exclusively to prepare, draft and adjust agreed deliverables, including with the support of editorial assistance or artificial intelligence tools under the terms of the contract, and to maintain proof of the content of the brief, requests and validations of the Customer.

29.5. Preservation and access. The audio recording is kept for five years from maintenance and then destroyed. The written transcript shall be kept for the period of effect of the user licence granted to the Customer, as proof of the editorial contribution of the Agency.

During these periods, the Customer and any registered person may request a copy of the recording or transcript in a reasonably usable format. This copy is issued free of charge.

29.6. Evidence. The Customer acknowledges that the recording and its transcription may be filed in court or in any amicable or contentious proceedings relating to the performance of the contract.

29.7. Restitution interviews. The provisions of this Article shall apply in the same terms to restitution interviews, in particular to the return of an audit, the purpose of proof then relating to the findings submitted, the reservations expressed and the recommendations made.

30.1. Framework and distribution of roles. In the performance of services, the Agency may have to process personal data on behalf of the Customer. These treatments are carried out in accordance with Regulation (EU) 2016/679 and Law No 78-17 of 6 January 1978 as amended.

The Parties agree on the following allocation.

For the processing carried out on behalf of the Customer, in particular the data of the end users of the Site and the files which the Customer transmits to the Agency, the Customer is responsible for the processing and the Agency acts as a subcontractor within the meaning of Article 28 of the Regulation. The respective commitments of the Parties shall be specified in the Data Protection Annex, which shall prevail over this Article in the event of contradiction.

For the treatment which the Agency carries out for its own purposes, in particular the management of the commercial relationship, the invoicing, the preservation of its evidence and its prospecting, the Agency is responsible for the processing.

30.2. Tools including artificial intelligence features. The Agency may use software tools, including artificial intelligence capabilities, for the performance of services, to assist in drafting, technical analysis, structuring audits and producing recommendations.

30.3. Data transmitted to these tools. The Agency undertakes to transmit only the data strictly necessary for the mission, and to give priority, where the purpose permits, to aggregated data or data without directly identifying columns. The Customer is informed that the removal of such columns does not remove the data from the applicable regulation where re-identification remains possible.

30.4. Subsequent subcontractors, general authorization. Where these tools involve the processing of personal data on behalf of the Customer, the Agency shall select them from providers with sufficient security and data protection guarantees and impose obligations on them by contract equivalent to those imposed on it.

The Customer generally authorises the use of these subsequent subcontractors, the Agency keeping at its disposal the updated list of the main providers and tools used, as set out in the Technical Annex. The Agency shall inform the Customer of any additions, which may be objected to on legitimate grounds.

30.5. Enhanced capacity. The Agency does not have control over all the technical parameters of the tools published by third parties and is obliged to strengthen its capacity: to select providers with sufficient guarantees, to verify their contractual commitments, to limit the data transmitted to the strictly necessary, and to implement appropriate security measures.

The Agency cannot guarantee that publishers of these tools will never reuse the submitted data to train or improve their models. It undertakes not to present to the Customer guarantees superior to those actually obtained from these providers.

30.6. Incident information. In case of breach of personal data or serious suspicion of non-compliant use of the data by a tool, the Agency shall inform the Customer without undue delay and shall communicate to the Customer the information available on the nature of the incident, the categories of data concerned, the likely consequences and the measures taken or proposed.

30.7. Tracers. Where the Site contains tracers or third-party components depositing tracers, the Agency shall set up the mechanism for collecting the agreed consent to the contract. The Customer remains responsible for the processing of the end-users of the Site and the purposes it determines.

Information. The Customer is informed that the proposed prices take into account, where appropriate, the use of artificial intelligence tools for certain tasks, writing, development assistance, structuring of audits, production of visuals. All outputs produced with the assistance of such tools are reviewed, corrected and validated by a human stakeholder, with editorial and technical responsibility remaining with the Agency.

31.2. Express agreement. The use of artificial intelligence tools by the Agency can only result from an express agreement of the Customer, given in the estimate, purchase order or contract. The Customer's silence is in no way valid for accepting this use, nor for waiving his right to oppose it.

31.3. Opposition and prices. If the Customer wishes to object to the use of such tools for all or part of the services, he shall expressly indicate this in writing before the acceptance of the estimate and at the latest at the time of signing the contract. The Agency then proposes a new estimate taking into account the actual additional cost, expressed in human working hours, of carrying out without the use of these tools. The Customer remains free to accept the revised estimate or to waive without charge.

31.4. Perimeter of the right of opposition. The right of opposition concerns editorial content and visuals intended for publication. It does not cover the internal production tools of the Agency and its providers, including code assistance, transcription and structuring of briefings, since the Agency remains free to choose its means of implementation subject to its confidentiality and security obligations.

32.1. Unless expressly stipulated contrary to the proposal, the Agency's services do not include bringing the Site or the media delivered into conformity with the digital accessibility rules, if any, applicable to the Customer.

It is the responsibility of the Customer to verify the legal and regulatory obligations which may be incumbent upon him according to his status and activity and, where appropriate, to have the necessary audits and adjustments carried out by the provider of his choice.

This exclusion does not relieve the Agency of its duty of reasonable advice. The Agency shall inform the Customer, in writing, of the accessibility constraints of which it is aware and whose impact is manifest in relation to the stated activity of the Customer. This reporting obligation does not constitute an audit or a notice of compliance and cannot bind the Agency on the compliance of the Site with the rules applicable to the Customer.

32.2. In general, the Customer remains solely responsible for the legality and conformity of the content it provides, as well as compliance with the regulatory obligations specific to its business. It guarantees the Agency against any third party claims in this regard.

32.3. Procedure for manifestly unlawful or contested content. Where the Agency finds that a content or file transmitted by the Customer appears to be manifestly unlawful, in particular infringing, defamatory, infringing the privacy of a third party or consisting of data obtained without an apparent legal basis, it shall interrupt the processing of the element concerned, isolate it without deleting it, and inform the Customer in writing of the reason for its finding.

The Customer has seven calendar days to remove the item, replace it, or provide useful justifications. In the absence of a response or in the event of insufficient justification, the Agency shall permanently remove the element from the scope and the deliverable shall state what could not have been achieved as a result.

This interruption shall not constitute a breach by the Agency. Production periods shall be suspended throughout the proceedings. In case of a third party's complaint, the Agency shall inform the Customer without delay and comply with its written instructions within the limits of its own legal obligations.

Where the manifest wrongfulness relates to a substantial part of the elements necessary for the performance, the Agency may suspend the service as a whole and then terminate it after notice has been given that it has not been in effect for 15 days. The sums already paid remain to be acquired up to the actual benefits.

The Agency shall keep, during the applicable period of limitation, a record of the transmission of the item, the date of its receipt, the finding, the information addressed to the Customer and the follow-up given.

33.1. None of the parties may be held liable for a breach resulting from a case of force majeure within the meaning of article 1218 of the Civil Code.

33.2. The occurrence of force majeure shall suspend the obligations of the party concerned throughout the duration of the event. If the event extends beyond 60 days, each party may

terminate the contract in writing giving a certain date, without compensation on either side, the sums already paid remaining acquired to the Agency in proportion to the services performed.

34.1. Claim. Any claim shall be made in writing on a channel of Article 5.1. The claim period applicable to anomalies covered by the commercial guarantee shall be that of Article 13. Legal guarantees and contractual liability under ordinary law shall be exercised within the statutory limitation periods.

34.2. Compulsory prior reconciliation. Prior to any legal action relating to the performance or interpretation of the contract, the parties undertake to submit their dispute to an attempt at conciliation, conducted by a conciliator or mediator chosen by mutual agreement, within 30 days of the first written notification of the dispute. Conciliation can be kept at a distance. In the absence of agreement within this period, each party shall regain its freedom to act.

34.3. Applicable law. These Terms and Conditions are governed by French law.

34.4. Jurisdiction. Any dispute relating to the performance or interpretation of the contract shall be subject to the exclusive jurisdiction of the courts within the jurisdiction of the headquarters of the Agency, in Fort-de-France, including in the case of a plurality of defendants or a call for security, and notwithstanding any clause to the contrary contained in the Customer's general terms of purchase.

This clause is stipulated in accordance with article 48 of the Code of Civil Procedure. It applies only to disputes between parties which have all contracted as traders.

34.5. Conditions applicable to other Customers. Where the Customer has not contracted as a merchant, in particular in the exercise of a liberal profession, a craft activity entered in the trades register, or in the case of a non-commercial legal person, the jurisdiction clause of 34.4 shall be deemed to be unwritten and the rules of ordinary law shall apply. The preliminary conciliation of 34.2 shall in any event remain applicable.

Where, despite the declaration of Article 6, the Customer is covered by the protective provisions of the Consumer Code, as a consumer, non-professional or professional as referred to in Article L. 221-3, these provisions shall apply notwithstanding any provision to the contrary of these provisions, including, where appropriate, access to a consumer mediation mechanism and its own rules of competence.

35.1. Partial invalidity. If any of the provisions of this Agreement are declared null or void by a decision that has become final, the remaining clauses shall remain in effect. The parties shall endeavour to replace the invalidated clause with a valid clause pursuing an equivalent object.

35.2. Non-renunciation. The fact that the Agency does not avail itself at any time of any of the provisions of these Rules may not be construed as a waiver of any subsequent use thereof.

35.3. Transfer of contract. The Agency may transfer this contract, together with all its rights and obligations, to any legal person which it would constitute or which would resume its activity, in particular through the provision or transfer of commercial funds, provided that it informs the Customer in writing and guarantees the continuity of the services under the same conditions.

35.4. Changes to the GTC. The Agency may amend these Terms and Conditions. The version applicable to a contract shall be that in force on its date of signature in accordance with Article 3.3.

35.5. Language. The French version of these documents is the only authentic one. All translations are provided for information purposes.

35.6. Annexes. An integral part of the contract, when covered by the specific conditions:

the perimeter annex, specifications and locked data; the technical annex, classified licences, excluded third party providers, subsequent tools and subcontractors, due dates; the data protection annex; the mission annex including file transfer, if applicable; Annex of service levels and response times; the Annex to the anomalies covered and not covered; Annex of resources and thresholds for use; the information annex on the use of artificial intelligence tools; the information notice and the standard withdrawal form, as well as the request for early execution, if any; the Schedule of Settlement Terms and Time Frame.

Executed for all legal purposes.