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General Terms and Conditions of Sales (GTCS)


Preamble

The Company INTER ACTION DIGITAL was created in July 2015 within the Inter Action Group to launch a reference Internet Platform intended for Purchasers and Suppliers in the industrial world: The Price Hub.

Developed by the Company INTER ACTION DIGITAL, The Price Hub is the only Internet Platform which offers a broad range of functions such as an online should cost (estimate of manufacturing costs), a benchmark and sourcing of effective and innovative Suppliers and selective management of qualified tender invitations.

The present terms are concluded between:

The Company INTER ACTION DIGITAL,

A Simplified Joint-Stock Company (S.A.S.) with capital of 10,000 €, having its registered office at 48 avenue de Villiers, 75017 Paris FRANCE, registered in Paris Trade and Companies Register as number RCS 812 620 953 and Intra-EU VAT number FR89 812620953, represented by Mr Frédéric BOURGEOIS, acting in a capacity of Managing Director, duly authorised for the purpose hereof,

Called hereinafter the “Company”

And:

All natural persons or legal entities purchasing, as a professional, one or more of the Services supplied by the company INTER ACTION DIGITAL, in a capacity of Purchaser or of Supplier,

Called hereinafter the “Client”.

Called hereinafter, individually or jointly, the “Parties”.

DEFINITIONS

Purchasers: users of the Services specially developed by INTER ACTION DIGITAL for Purchasing professionals, design office engineers, procurement professionals and all other natural persons or legal entities registered as a Purchaser.

Order Note: refers to the contract or any other document with the value of a contractual undertaking, signed by the Client or purchased online to order performance of Services from the Company, and any subsequent riders it may have.

Contract: refers to the set of documents constituted by the present GTCS and the Order Note.

Suppliers: users of the Services specially developed by INTER ACTION DIGITAL for the sales departments of industrial subcontracting companies and all other natural persons or legal entities registered as a Supplier which may make bids on the Platform.

Incident: An Incident is an event which does not form part of the normal operation of the Client's Service and which causes, or may cause, an impairment and/or interruption of the Service.

Day: a day included in the calendar of French working days

Working Times: Times between 9 AM and 7 PM from Monday to Friday (GMT Paris).

Platform: an IT environment enabling the Services to be managed and/or used.

Services: All the services performed by the Company for the Client's benefit, as provided by the Contract.

Additional Services: All the services which may be performed by the Company and which are not included in the scope of the Contract or which are mentioned as Additional Services. These Additional Services are billed in addition, on the basis of the rates in force on the date of the order.

Member and Paying Member: A Purchaser or Supplier which has purchased a subscription, for no charge in the case of a Member, or on a paying basis in the case of a Paying Member, and using the Services.

Websites: All the sites published by INTER ACTION DIGITAL and accessible on the Internet, including the site www.thepricehub.com

ARTICLE 1. APPLICATION, PURPOSE AND BINDING NATURE OF THE GTCS

The purpose of the GTCS is to define the Parties' rights and obligations in connection with the online sale of the Services. They constitute the sole basis of the trade relationship. The Client is consequently deemed to accept them without reserve.

The GTCS apply to all orders for Services from the Company and take precedence over all other documents, and in particular all general purchase terms of the Client.

The Contract expresses the entirety of the Parties' obligations. No other technical, advertising or commercial document of any kind, and no correspondence prior to the signature of the Contract, may give rise to obligations under the said Contract.

The online GTCS (accessible on the Company's extranet) take precedence over the printed GTCS. In the event of a contradiction between the GTCS and the Order Note, the GTCS shall take precedence, unless there is a stipulation to the contrary expressly signed by both Parties in the Order Note.

The Company reserves the right to amend the present GTCS at any time without informing directly the Client or Member, on which it is incumbent to view this page regularly in order to review the GTCS currently in force.

If the GTCS are modified, the applicable GTCS are those in force on the date on which the Contract is concluded, a copy of which, dated on today's date, may be submitted on request to any natural person or legal entity making such a request.

The present GTCS are applicable from 19 July 2016.

The present GTCS are drawn up in English and in French. In the event of a contradiction between the English language version of the present GTCS and version of them in the French language, the version in the English language takes precedence.

ARTICLE 2. PURCHASE OF THE SERVICES/ORDER NOTE

The Client or Paying Member purchases the Services from the online catalogue, by completing and confirming the online Order Note, or by returning to the Company the printed Order Note, duly completed with the required information, and signed.

When it does this the Client/Paying Member declares that it has full legal capacity to purchase the Services offered by the Platform and/or supply compliant goods or services on the said Platform.

Purchases are personal and valid for the declared number of users only, and cannot be shared within an organisation. The Company reserves all rights in respect of the allocation of a purchase as a Paying Member. Before using the Company's Services the Member must define its profile by providing accurate, up-to-date information before it is able to submit tender invitations or reply to tender invitations.

It must also expressly declare that it accepts the present GTCS, together with the General Terms of Use (CGU), by clicking in the place indicated on the site www.thepricehub.com, or by checking the checkbox for this purpose on the paper order.

Purchases are personal and valid for the declared number of users only, and cannot be shared within a given organisation.

It should be noted that Clients and Members, acting in a capacity of professionals, in the context and for the requirements of their profession, do not have the right of legal retraction, with the sole exception, in application of article L. 121-16-1 III of the Consumer Code, of companies employing fewer than 5 employees when the purpose of the Contract concluded remotely with the Company does not come within the field of their main activity.

These companies then have a legal right of retraction of 14 days from the day after the conclusion of the Contract with the Company. In order to exercise this right the Client or Member is asked to contact the Company, at the following email address: contact@thepricehub.com.

ARTICLE 3. COMMUNICATION BETWEEN THE PARTIES

The Company has installed, on the Platform, a secure tool allowing information (including confidential information) to be exchanged between the Parties. The Client has access to this extranet using the codes given to it by the Company when the Services are initiated.

The Client's training in the use of the procedures and tools made available to it shall be given in the form of electronic documentation provided by the Company.

ARTICLE 4. TERM

The Contract takes effect from the receipt by the Company of an Order Note signed by the Client or purchased online. It is concluded for the term indicated in the Order Note. The Contract is renewable by tacit renewal and in equivalent periods, unless denounced by either of the parties on the terms described in article “Termination” hereinafter.

ARTICLE 5. INITIALISATION OF THE SERVICE

Since initialisation of the Service is dependent on the Client providing information and documents which shall be requested of it by the Company, the Company may not be held liable for any delay relating to the Client's actions. The Company may in this case start billing the subscription in accordance with the rates agreed herein, although the date of this billing may not be able to be considered to be the date on which the Service is initiated.

ARTICLE 6. COMPANY'S OBLIGATIONS

The Company undertakes to perform the Services contained in the Order Note, which may include, in particular:

  • provision of the information required by the Client when starting the Client's Service;
  • establishment, maintenance, operation and updating of the Platform giving access to the Services;

The Company may also provide the Client with any services which may relate to performance of the Contract which are not included herein, subject to their availability; a specific Order Note or a rider to the Order Note shall in each case stipulate the performance and price methods. These additional orders shall also be subject to the present GTCS.

In order that the Client is able to access the Services, the Company sends it confidential access codes, by all means chosen by it. The Client may, as a security measure, and as often as it shall determine, define new access codes.

ARTICLE 7. CLIENT'S OBLIGATIONS

7.1. Client's general obligations

The Client acknowledges that it has checked that the Service is suitable for its requirements, and that it has received from the Company all information and advice which it required to sign the present undertaking knowledgeably and willingly.

The Client is fully aware that the Company's Services require collaboration between the Parties and undertakes to provide such collaboration. This being so, it shall send the Company, as rapidly as possible, all the information required for performance of the Services.

The Client is solely and exclusively responsible for the passwords required to use the Services, both to protect their confidentiality and for the use made of them by all persons, with the stipulation that the Company undertakes, for its part, to communicate them only to the Client.

The Client acknowledges and accepts that the access to the Platform granted to it is personal and unassignable. The Client is not authorised to send its user names and passwords to a third party, including within the company which it represents.

All actions performed via the Client's account shall be deemed to have been performed by the Client, unless it has previously declared the login in question as having been lost or stolen, and then giving the Company a reasonable period to deactivate the said login.

If an access code is lost the Client must immediately inform the Company thereof, and the Company shall deactivate the lost codes, and shall then allocate a new access code within eight (8) Working Hours. The Client must send the Company a list of the persons who shall receive logins and the levels of these logins. It is also responsible for keeping this list up-to-date in the event of any modifications of the accreditations which it wishes to permit.

7.2. Content sent by the Client

The content which the Client or the Members include in the Platform, whatever the period in which this integration occurs, is the sole responsibility of the Client or Member.

The Client undertakes that this information shall comply with all the regulations applicable to the distribution of information and of services over the Internet, in particular the provisions relative to intellectual property, to respect of private life, to the protection of minors on the Internet, and more generally all the measures intended to protect public order.

In the event of a dispute relating to one of these points the Company, which has neither knowledge nor control of the Client's content, shall therefore be deemed not to have unknowingly made available to the public information or services which are contrary to public order.

Consequently, the Client shall bear the liabilities alone, and shall manage all claims and/or proceedings, whatever their form or nature, brought against the Company, relating directly or indirectly to the information put online in connection with all the Services in question.

If the Company were notified of the existence of content of the Client which is manifestly illegal on the Platform, the Company would be obliged to discontinue promptly the maintenance of the login or of the onlining of this content, and the resulting inability for the Client to access the Service may not then be considered to be a breach of the Company's obligations.

ARTICLE 8. RIGHT TO USE THE PLATFORM

8.1. Services

The Company grants Clients and Members a personal, non-exclusive, non-transferable and unassignable right, for the term of the Contract, to use the Services for their own requirements on the terms and within the limits specified in the Contract.

Under its right of use, the Client or the Member undertake without reserve not to:

  • make a copy of the Platform or of elements of the Platform, in any form and using any process whatever;
  • act in a dishonest or non-professional manner, in particular by publishing inappropriate, inaccurate or objectionable content;
  • add inaccurate content, or content which is not intended to be included in a designated field (e.g. by entering a telephone number in the “title” field or any other field, or by inserting telephone numbers, email addresses, postal addresses or any identifiable personal data for which the Company does not supply a field);
  • use a profile photograph which does not resemble them;
  • create a false identity;
  • distort their identity, in particular, but without being restricted thereto, using a pseudonym;
  • use or attempt to use the account of another person;
  • harass or criticise another person, or harm them;
  • send spam or other non-solicited communications to the other Members;
  • copy or undertake Web-scraping of other persons' profiles and data by any means (in particular spiders, external and accessory browsing modules, or any other technology, or any physical work);
  • act in an illegal, defamatory, offensive, obscene or discriminatory manner, or in any other objectionable manner;
  • disclose information which it is not entitled to communicate (such as personal data of other persons);
  • breach the intellectual property rights of others, relating in particular to patents, trademarks, commercial secrets, copyright or any other property rights;
  • breach the intellectual property rights or other rights of the Company, in particular, but without being restricted thereto, use of the word “The Price Hub” or its logos in all commercial names, emails or Web addresses;
  • publish any unsolicited or unauthorised advertising, “undesirable post”, “spam”, “chain letters”, “pyramid selling”, or any other form of solicitation which the Company does not authorise;
  • receive, use, copy or transfer any information obtained from the Company without its consent;
  • share or disclose the information of other persons without their express consent;
  • supervise the availability, performance or functionality of the Services for competitive purposes;
  • use the technique of “framing”, “mirroring” or, generally, simulate the appearance or the operation of the Services;
  • access the Services otherwise than by means of the interfaces explicitly offered by the Company;
  • bypass any security functionality of the Services;
  • disturb operation of the Services or impose a disproportionate load on them (e.g. spam, denial of Service attack, virus, game algorithm);
  • analyse, or caused to be analysed by a third party, in the sense of observing, analysing and testing, the operation of the Platform with a view to determining the ideas and principles on which the elements of the program are based when the Platform is executing loading, display, execution, transmission or storage operations;
  • decompile, disassemble, reverse engineer or create works derived from the Platform, or attempt to discover or reconstitute the source code, the ideas on which it is based, the algorithms, the formats of the files or the programming or interoperability interfaces, except within the limits of the right granted by article L. 122-6-1 of the Intellectual Property Code, in any way whatever. If the Client wishes to obtain the information enabling interoperability of the Platform with another software application to be implemented, the Client undertakes to request this information from the Company, which may provide the necessary information to the Client, subject to payment by the latter of the associated costs;
  • modify, improve or translate the Platform, including to correct bugs and errors, and the Company exclusively reserves this right in accordance with article L. 122-6-1 I 2° of the Intellectual Property Code;
  • provide third parties with Services, whether or not for payment, which are based on the Platform, and/or grant access, whether total or partial, to the Platform, in particular in the form of an office service, as an Application Service-Provider (ASP), as a Platform as a Service (PaaS) or as Software as a Service (SaaS);
  • transfer, lease, sub-license, assign, pledge or transfer all or part of the ownership of the Platform in any manner whatever;
  • use robots for any reason whatever. A “robot” is considered to be any software designed to emulate automatically the actions of a human user used to enter or migrate data, for loading tests, performance testing, performance checking, performance measurement and/or stress testing. The Client holds the Company harmless against all prejudices, losses, actions, expenditure, adverse judgments or costs (including all compensation granted to a third party, in particular to clients of the Company) relating to unavailability, a production incident or any other technical difficulty arising at a time when the Client is using a robot.

The Company may include third-party applications which shall be used by the Client or the Member only in relation with the Platform, and shall never be used by the Client in any other manner without the Company's prior, written agreement.

8.2. Database

For the term of the Contract, the Company grants a right of use relating to its databases to the Client or Member, solely for its internal use, and excluding all other rights.

Unless expressly agreed by the Company, set out in the special terms applicable to the Services which the Client has purchased, extraction, by permanent or temporary transfer, of all or a qualitatively or quantitatively substantial part of the content of the databases to another medium, by any means and in any manner whatever, is expressly prohibited.

ARTICLE 9. FINANCIAL TERMS

9.1. Prices

The prices of the Services are given in the Order Note and are those in force on the date on which the Contract is concluded. Prices are given in Euros, excluding taxes, and shall be increased by the taxes, in particular VAT, in force on the date of the order.

The price of the Services as given in the Order Note is equal to a flat-rate price for the services referred to in it. Additional costs shall automatically be billed at the rates in force if the Client or Member consumes Additional Services (e.g.: Benchmark, Should Cost, Launch of RFQ, etc.).

9.2. Modification(s) of prices

The prices given in the Order Note may be modified by the Company with each renewal of the Contract, giving notice of one (1) month preceding the expiry, notified to the Client by a simple letter or email.

Unless the Client refuses, and expresses this refusal to the Company at the latest ten (10) days before expiry of the Contract, the Client shall be deemed, as a consequence of its silence, to have tacitly accepted the modification of the rates. The new rates shall therefore automatically be applicable from the end of the above-mentioned period of one (1) month's notice, and there shall be no requirement to formalise this modification by means of a rider.

If the Client refuses the rate modification it is its responsibility to terminate its subscription within the period of one (1) month before expiry of the Contract

9.3. Payment terms

Payments shall be made by direct debit (SEPA), by bank card or by bank transfer. The bank costs generated by a bank transfer, even if recurrent, shall be paid fully and exclusively by the Client.

In the case of direct debit the Client undertakes to sign a SEPA direct debit mandate for the full term of the Contract, using the template which shall be provided to it by the Company. In event of unpaid bills, for any reason whatever, the Client shall be billed for the bank costs caused by the refusal of the direct debit charge by its bank.

9.4. Late payment

If a single payment term is not made the Client/Member is liable as of right towards the Company to pay a late-payment penalty equal to three times the legal interest rate.

This penalty is calculated on the value incl. all taxes of the outstanding sum, starting from the due date of the due sum, without any prior notice being required.

In addition to the late-payment compensation, all sums not paid on their due date shall lead as of right to payment of flat-rate compensation of 40 Euros due for the collection charge. When the incurred collection charge is greater than the value of this flat-rate compensation the Company may require additional compensation, on the basis of documentary evidence (articles 441-6, I paragraph 12 and D. 441-5 of the Commercial Code).

The Company also reserves the right to suspend the Service, although such suspension may not be considered to be a termination of the Contract by it, and retains the right to bill the balance of the subscription. The Service may be re-established when all the due sums have been paid. The contract's expiry date shall not be extended to cover the period of suspension of the Service. If the credit/debit card originally used for the monthly payment expires before all the chosen monthly staggered payments have been made the Client undertakes to complete a new payment form before the expiry date. In addition, if the Client changes its bank, it agrees to provide the information required to meet its payment obligations.

The restoration of the Client's Service shall be initiated only on receipt of payment of the due sums, to which shall be added resumption of service costs equivalent to all the production start-up costs.

ARTICLE 10. INTELLECTUAL PROPERTY; INFRINGEMENT

10.1. Use of the documents available on the Company's Platform

Unless otherwise provided, you are authorised to view and to download the documents contained on the Platform on for personal use, for information, for both commercial and non-commercial purposes, provided all the copyrights and other property notices contained in the original documents are included in all copies of the said documents. You are not authorised to modify these documents in any way whatever, nor to reproduce or display, exploit, post, transmit or distribute publicly the said documents, or use them in any other manner, for public or commercial purposes. The Company reserves all copyrights, trademark rights and other intellectual property rights.

10.2. Guarantee relating to the Company's IT system

The Company declares that it has all the rights required over its IT system to provide the Services and to grant the Client the rights set out herein.

The Company hereby guarantees that it would reimburse to the Client any costs which the latter were to be obliged to pay in the form of damages, legal costs and counsels' and experts' fees, if a definitive legal or arbitral ruling were to find that there had been an infringement or illegal use of the Company's IT system, or in the use which the Client has of the Platform on the basis of the indications given by the Company.

The reimbursement of the costs and of the damages set out in the present guarantee shall be the sole compensation which the Client shall be able to claim, to the exclusion of all other sums or forms of compensation. This guarantee is subject to the liability cap set out in the article “Liability”.

This guarantee shall not be applicable in the event of poor use of the Service by the Client, or of use not in compliance with the indications given by the Company.

To exercise this guarantee the Client must notify the Company as soon as it has knowledge of this claim. The Client undertakes to conduct the dispute safeguarding as far as possible the interests of the Company, and keeping it informed of developments in it.

10.3. Right of access to the tools used by the Company

It is understood that all the tools required for performance of the Services by the Company and made available to the Client in relation thereto, which the Company has itself developed, or for which it has a right of use, remain the Company's exclusive property.

The Client is granted, for the term of the Contract, and for the whole world, a simple, non-exclusive and unassignable right of use of these tools, for the strict requirements of performance of the Contract, whereby the Client is not permitted to intervene in any manner whatever on these tools.

ARTICLE 11. COMMUNICATION

The Client allows the Company to cite the Client's trademark and to use the Client's logo, provided it complies with the graphical charter, in its commercial communication as a commercial reference in respect of the Services performed for the Client.

ARTICLE 12. CONFIDENTIALITY

Each of the Parties undertakes to keep confidential information and documents relating to the other Party, of any kind whatever, and in any form or whatever, to which they may have been able to have access, before, during and after performance of the Contract, for six (6) months after the term of the Contract.

This obligation of confidentiality does adversely affect the right which the Company reserves to share the Clients' and Members' data with companies in the Inter Action Group, in particular INTER ACTION CONSULTANTS, or non-confidential data with commercial partners.

Nor does this obligation of confidentiality adversely affect the Company's rights to analyse and process the data and documents uploaded to the platform by the Clients or Members in order to provide the benchmarking and costing Services, or all other actions for the benefit of the Clients or Members.

The two Parties shall take, with regard to their personnel, service-providers and subcontractors, all necessary measures to guarantee, under their responsibility, the secrecy and confidentiality of all the confidential information and documents, or information and documents so considered.

However, the Parties may not be held liable for any disclosure if the elements disclosed were in the public domain on the date of disclosure, or if they knew of them beforehand, or obtained them from third parties by legitimate means.

The Client or Member also undertakes to take all effective protection measures in order that its access codes cannot be used by unauthorised third parties, with the stipulation hereby that the Client or Member remains solely liable for queries and logins made with its access codes. The Company undertakes, for its part, that its access codes shall be kept confidential with regard to third parties.

If one of the Parties were to be legally constrained to reveal confidential information and documents which have been sent to it by the other Party, it shall inform this other Party thereof as rapidly as possible.

ARTICLE 13. LIABILITY

13.1. Company's Liability

The Company may be held liable only in the event of a proven fault or proven negligence, and its liability is limited to direct and immediate prejudices, excluding all indirect prejudices.

This Company is, in particular, not liable:

  • for damage resulting from actions of the Client, of the Member, or of a third party, or from a case of force majeure (cf. article “Force majeure” below).
  • for indirect damage, such as the forms of such damage accepted by case law, including in particular financial or commercial prejudices, prejudices of loss of clientele, of brand image, of opportunity or of profit, or operating loss, All actions directed against the Client or the Member by a third party to the Contract are also considered to be indirect prejudices.

If the Company is found liable, the total and combined value of the damages and other sums for which it is made liable shall be limited to the value equal to the sums paid by the Client or the Member in the course of the past twelve (12) months preceding the occurrence of the loss in respect of the Services.

13.2. Undertakings of the Company in respect of security

The Company undertakes regularly to review the risks in order to guarantee the physical and logical security of its premises and its IT system. It undertakes to implement all means identified on conclusion of this analysis.

The Company installs an anti-virus program protecting documents transiting the Platform.

If a computer system intrusion is detected, and due to the specific features of the Internet network, and the changing nature of the field of information technology, the Company may not be held liable for any damage which might be caused to the Clients or Members. However, in this eventuality the Company undertakes to:

  • implement all means in its possession, and to undertake all appropriate tests, without additional costs for the Client or Member, if the computer system intrusion has been accomplished via an element of the Company;
  • if the computer system intrusion has been accomplished via an element of the Client or Member, to implement the means agreed with the Client; this intervention by the Company may imply additional billing for the means implemented, together with billing for the time spent by the personnel of the Company as an “Additional Service”.

13.3. Exclusions of the Company's liability

The information provided on the Platform may contain factual or typographic errors, or be incomplete or not up-to-date. Information may be modified or updated without notice. The Company may make modifications and/or improvements to the products and/or programs described on the Platform, at any time and without notice. Unless otherwise explicitly provided, and included in a written contract stipulated between you and the Company, all documents provided on the Platform are supplied in their present condition and with all faults. We do not provide any guarantee or representation of any kind, explicit, implicit or legal. We specifically decline implicit guarantees of merchantable quality, of appropriateness for a given aim, of title and of non-infringement. We also decline all guarantees in respect of continuous, uninterrupted and secure access to our site or Services and, hereby, inform users that operation of the site may be affected by many factors which are independent of our control.

The Company is not liable:

  • for information provided by its Clients or Members;
  • for the configuration and operation of the Client's or Member's internal network, or for the network connection belonging to it used to log on to the Platform;
  • for any errors, negligence or omissions which may be committed by the Client or Member, its personnel, in particular in the event of insufficient or inaccurate information and/or documentation provided by the latter to the Company;
  • for any legal action brought by a third party against the Client, except for that which is brought on the basis of infringement of copyright in accordance with the Contract's article “Intellectual Property Right; Infringement”;

13.4. Contractual relationship

The Price Hub constitutes a platform of personalised services on the Internet. The Company is a neutral party, and does not offer, sell, purchase or exploit any activity similar to that of the Suppliers or Purchasers on its own behalf or on behalf of any Client or Member.

The parties shall act at all times completely independently of one another, and the Contract may not be deemed to create between them any joint subsidiary or company, or any link of subordination or representation, mandate, agency or comparable object.

13.5. Discharge

The Clients and Members, acting in their own names and on their own behalfs, are personally and solely bound with regard to the other Clients and Members with which they deal, and are solely liable for the undertakings entered into with regard to them.

Since the Company is not involved in the Member-to-Member transactions it may not be troubled in any way whatever in the event of a dispute between the Clients or Members.

13.6. Connections to other Websites

The Company provides a number of links to other Websites. However, the Company does not supervise or check the content of any of the said Websites, and does not accept any liability or obligation in relation to any type of document or communication available on the said Websites. The Company is not liable for the content of any website accessible from the Platform.

ARTICLE 14. PURCHASERS AND SUPPLIERS

Purchasers, including engineers, procurement professionals and all other natural persons and legal entities registered as Purchasers on the Platform declare that they hold all the intellectual property rights and rights of distribution of the documents or data uploaded to the Platform, including to upload diagrams, plans and all technical documents which shall then be distributed to the community of Suppliers. The Company does not guarantee that bids shall be received by the Purchasers which initiate tender invitations.

Suppliers and all natural persons or legal entities registered as Suppliers making bids on the Platform undertake to respect the intellectual property of the Purchasers, including by complying with the confidentiality agreements and non-disclosure agreements specified by the Purchasers.

Paying Members, Purchasers and Suppliers also accept to hold the subscription accounts in their own names, or in the name of their company, and agree that the said accounts are individual user accounts which cannot be used by several persons. Named companies can transfer the accounts if the employee who originally holds the account no longer holds their position due to reassignment or their departure from the company. In respect of companies which purchase a multi-user account, only the named users may use the said accounts.

Purchasers and Suppliers are obliged, under their sole responsibility, to exercise diligent control with regard to one another before soliciting bids, or making bids, or allocating work and concluding transactions.

ARTICLE 15. INSURANCE

The Company has purchased an insurance policy covering its professional civil liability due to any damage which it might occasion under the present Contract. It undertakes to maintain this insurance policy for the full term of the Contract.

At the request of the Client or Member the Company must provide the certificate from its insurers relating to the value and nature of the purchased cover.

ARTICLE 16. FORCE MAJEURE

A Party affected by a case of force majeure must notify the other Party as rapidly as possible by all means.

Neither of the Parties shall be held liable with regard to the other in the event of non-performance or late performance of an obligation set out in the Contract, following the occurrence of a case of force majeure habitually acknowledged by case law and the French Appeal Courts and Lower Courts. However, if the case of force majeure persists for more than thirty (30) consecutive calendar days the Contract may be terminated as of right by one of the Parties; this termination shall take effect ten (10) days after the despatch of a registered letter with acknowledgement of receipt.

ARTICLE 17. TERMINATION

17.1. Contractual expiry

Each of the Parties may, without compensation, terminate the present Contract on conclusion of each contractual period as provided in the article “Term”, giving a notice period of ten (10) days (e.g.: for a monthly subscription commencing on 05 January, if the termination request is made before 25 January the termination is then effective on 04 February; otherwise it takes effect on 04 March).

You can terminate your subscription by sending a notification to the following email address: contact@thepricehub.com. Termination of your subscription does not release you from any payment obligation due in respect of all subscriptions as a paying Member, nor from any contractual obligation towards other members of the Platform.

17.2. Termination for default

Each of the Parties may terminate the Contract by registered letter with advice of receipt after the despatch of a notice which has gone unheeded during a period of one (1) month, if the other Party commits a serious breach of one of its main obligations, without prejudice for all damages which it might claim as a consequence of the said breach.

17.3. Suspension of the Service

If the Client or Member fails to perform any one of its obligations, the Company reserves the right, informing the latter thereof, to suspend all the Services without notice, although this suspension shall not give entitlement to any compensation whatever.

The re-establishment of the Service of the Client or Member shall be initiated when of the event which resulted in the suspension disappears or is remedied.

ARTICLE 18. SETTLEMENT OF DISPUTES AND APPLICABLE LAW

All provisions of the Contract are subject to French law. All disputes of any kind whatever relating to the conclusion, interpretation, performance or cessation of the Contract, if an amicable agreement cannot be reached within a period of forty-five (45) days, shall be submitted by express agreement to Paris Commercial Court or to Paris High Court for all disputes relative to intellectual property, notwithstanding multiple defendants or impleader.

ARTICLE 19. ASSIGNMENT/TRANSFER OF THE CONTRACT

The Company shall have the possibility of transferring all or part of the rights and obligations resulting for it from the Contract to all subsidiaries currently existing or yet to be constituted, and also following, in particular, merger, demerger, partial asset contribution or total or partial sale of its operating assets.

It is expressly agreed between the Parties that any modification of the Company's capital structure, including a change of control, shall have no effect on performance of the Contract.

The Client is not authorised to transfer all or a proportion of its obligations under the Contract, in any manner whatever, without the Company's prior, written and express agreement.

ARTICLE 20. MISCELLANEOUS PROVISIONS

Each Party acts on its own account under its responsibility. It may under no circumstances consider itself to be an agent or representative of the other Party unless this is expressly stipulated in the Contract, or unless there is a stipulation having an employee to employer relationship with the latter. Each of the Parties therefore undertakes not to enter into an undertaking in the name and on behalf of the other.

The Contract shall be binding on the Parties, their successors and their authorised beneficiaries. Subsequent riders form part of the Contract and are subject to all the stipulations which govern it.

The arrangement and numbering of the articles of the Contract do not reflect the importance of them. In the event of a difficulty of interpretation resulting from a contradiction between the title of an article and its content, the title shall be declared non-existent. If a stipulation of the Contract is judged invalid or inapplicable all the other stipulations shall remain in force.

If one of the Parties has not required application of any provision of the Contract, whether permanently or temporarily, this may under no circumstances be considered as a renunciation of the rights of this Party arising from the said provision.

The Parties elect domicile in their registered offices.

ARTICLE 21. NOTIFICATIONS

All notifications, communications and notices set out by the Contract shall be deemed to have been validly issued if they are sent by registered letter with request for acknowledgement of receipt to:

For the Company: 48 avenue de Villiers, 75017 Paris FRANCE

For the Client or Member: to the postal address given in its account and/or its invoices, unless the Client has given a written indication otherwise.