General Terms and Conditions of Sale

These general terms and conditions of sale (hereinafter the “Terms”) are intended to define the terms and conditions for the supply to the Client of the Platform and the Hardware (as defined hereinafter) by the company Osol, a simplified joint-stock company (société par actions simplifiée) with share capital of €50,558.10, whose registered office is located at 11 avenue Maurice Chevalier, 06150 CANNES, registered with the Trade and Companies Register of Cannes under no. 822 930 905 (hereinafter “Osol”).

ARTICLE 1 - DEFINITIONS

In the Agreement, capitalised terms and expressions shall have the meaning indicated below, whether used in the singular or in the plural.

Client: means any natural or legal person under private or public law, acting in a professional capacity, identified as a client in the Commercial Documentation.
Agreement: means these Terms and the Commercial Documentation.
Commercial Documentation: means the technical and commercial proposal issued by Osol, including any quotation issued by Osol, describing the terms and conditions of (i) the subscription to a licence for the Platform, the Services and (ii) the making available of Hardware by Osol, according to the Client’s requests and needs. It is annexed to these Terms.
Intellectual Property Rights: means all rights associated with works of the mind, including economic and moral copyrights, all property rights relating to patents, trademarks, designs and models, software, database producers’ rights, domain names, as well as any other intellectual property right, worldwide, whether already or subsequently filed or registered.
Hardware: means the portable workpods or smart batteries called PICO and the charging bases called BASE.
Commissioning: means the date of signature of the Hardware delivery note or, failing signature, the date on which the Hardware is deemed delivered in accordance with Article 4.4.
Party(ies): means Osol or the Client individually and Osol and the Client collectively.
Platform: means the software solution for managing the Client’s Hardware fleet, developed and published by Osol and made available to the Client in accordance with the terms of the Agreement.
Services: means the services subscribed to by the Client and provided by Osol in accordance with the terms of the Agreement, as described in Article 3.

ARTICLE 2 - ACCEPTANCE OF THE AGREEMENT

The performance of the Services and the use of the Hardware are subject to the Client’s express and unreserved acceptance of the Agreement. The Agreement is composed of the following contractual documents, in decreasing order of legal precedence:
(i) the Commercial Documentation
(ii) these general terms and conditions of sale
(iii) any annexes. In the event of any contradiction, the provisions of the document of higher precedence shall prevail. The Client’s acceptance of the Commercial Documentation by signing it constitutes the Client’s express and unreserved acceptance of the Agreement and its undertaking to comply with its content. The Client acknowledges having read the Commercial Documentation and the Terms annexed thereto and having fully understood their terms, prior to signature. This Agreement prevails over any purchasing conditions or any other document originating from the Client. The Client declares that it enters into the Agreement in its own name, on its own behalf or on behalf of its professional clients, and for its professional needs. In the

ARTICLE 3 - SERVICES PROVIDED BY OSOL

Osol undertakes to provide the Client with the services defined below. Osol undertakes, under an obligation of best efforts (obligation de moyens), to exercise all necessary care and all required diligence in providing the Services to the Client, in accordance with professional practice, good industry standards and the provisions hereof. Osol undertakes to bring all its experience and expertise to this end.

3.1. Audit and installation

Prior to making the Platform and the Hardware available, Osol may carry out an audit of the Client’s needs with regard to its infrastructure. Osol offers assistance to the Client in the installation and commissioning of the Hardware and in the deployment of the Platform. At the Client’s request, this Service shall be the subject of a specific financial proposal included in the Commercial Documentation. The terms, in particular the scope, timeframes, Client specifications and resources necessary to carry out the installation, shall be specified in the Commercial Documentation.

3.2. Making the Platform available

Osol makes the Platform available to the Client in SaaS mode (Software as a Service) from a web browser, under the conditions of the licence of use defined in Article 6.2 below.

Upon signature of the Agreement, Osol shall send the Client, by email, a hyperlink to the Platform, together with its login and temporary password (hereinafter the “Access Codes”). The Client is invited to change its password upon its first connection to the Platform, directly from its account.

The Access Codes to the account are personal, confidential and non-transferable. Osol recommends that the Client choose complex Access Codes; in any event, the Client is responsible for the choice of its Access Codes. They are reserved exclusively for the use of the users expressly designated. They may not, in any manner whatsoever, be disclosed to third parties or reused, whether at the Client’s premises or not, by a person other than the designated user.

Likewise, the Client must notify Osol of any loss or theft of the login credentials so that they can be cancelled. The Platform shall be used under the sole control, direction and responsibility of the Client.

Consequently, the following fall under the Client’s responsibility, without this list being exhaustive: (i) the implementation of all appropriate processes and measures intended to protect its equipment, software packages, software and passwords against any virus and intrusion; (ii) compliance with the technical prerequisites as defined in Article 5 below; (iii) errors made in the use of the Platform; and (iv) the use of the Access Codes enabling access to and use of the Platform.

3.3. Hosting and security of the Platform

The Platform is hosted by the company Scaleway SAS. All data collected through the Hardware and processed on the Platform shall be stored on the server(s) of this host, made available to Osol. This host acts as a processor of Osol within the meaning of the Applicable Personal Data Protection Regulations, solely on the written instructions of Osol. It has no right to use the Client’s data and personal data, except for the purposes of performing the technical hosting and database management services and only under the contractual conditions signed between the host and Osol, which may not derogate from this article and from the aforementioned regulations. Osol undertakes to use its best efforts to:
- ensure the physical and logical security of the servers on which the Platform is hosted and, in particular, the integrity of the network and servers against any external malicious act or any known cyber-attack. The servers are protected against intrusions by a firewall. Security updates to the operating systems and the anti-virus software are installed regularly.
- implement and maintain security and confidentiality measures for the Platform, which take into account the principles of personal data protection and are appropriate to the risk that their processing poses to the rights and freedoms of the data subjects, in accordance with the requirements of the Applicable Personal Data Protection Regulations. These measures aim to (i) protect the Data, and in particular personal data, against destruction, loss, alteration and disclosure to unauthorised third parties and (ii) ensure the restoration of the availability of, and access to, the data, and in particular personal data, within appropriate timeframes in the event of a physical or technical incident. Osol also puts in place a procedure for regularly testing, analysing and evaluating the effectiveness of the aforementioned security measures.

In the event of server failure, Osol shall use its best efforts to restore the service as soon as possible, within the limits of the service level commitments made by the hosting provider.

3.4. Availability of the Platform

The Platform is accessible 24 hours a day, 7 days a week, subject to the occurrence of an event of force majeure or an event beyond Osol’s control and except for any interruption, suspension or limitation in the context of maintenance operations and/or updates necessary for the proper functioning of the Platform. Osol shall provide technical support to Clients and maintenance of the Platform under the conditions and in accordance with the terms set out in Osol’s SLA.

3.5. Installation and maintenance of the Hardware

Osol shall provide, for the period set out in the Commercial Documentation, technical support to the Client and, where applicable, maintenance of the Hardware. The conditions and terms of Osol’s intervention in terms of support and maintenance are specified in the SLA.

3.6. Other services

The parties may agree on the provision by Osol to the Client of other services. The performance of these services shall be the subject of a separate commercial proposal by Osol.

ARTICLE 4 - MAKING THE HARDWARE AVAILABLE

4.1. Ordering Hardware

The Hardware is made available strictly to the Client who has subscribed to a licence of use of the Platform, under the conditions and in accordance with these Terms. The making available of Hardware is subject to the Client’s express and unreserved acceptance of the Terms.

4.2. Delivery terms

The Hardware may be delivered in France and abroad. Osol may, at its choice, make successive partial deliveries.
Unless otherwise stipulated in the Commercial Documentation, delivery of the Hardware shall be carried out as follows: Delivery in member countries of the European Union: Incoterm DAP.

Osol bears the risk of loss or destruction of the Hardware during its delivery.

The information provided by the Client when ordering Hardware binds the Client. In the event of erroneous information making it impossible to deliver the Hardware, Osol cannot be held liable. Any parcel returned to Osol because of an erroneous or incomplete delivery address shall be re-shipped at the Client’s expense.

Osol is released from its delivery obligation in the event of force majeure that may prevent or make impossible the delivery of the Hardware. In the event of such an occurrence or of any other event beyond its control, notice shall be given to the Client by any means and the performance of the Agreement shall be deferred. If the event of force majeure lasts more than thirty (30) days, the article “Force Majeure” below shall apply.

4.3. Delivery times

Delivery times are specified in the Commercial Documentation. They are given for information only. Unless otherwise stipulated in the Commercial Documentation, delivery times run from the date of signature of the Commercial Documentation. Osol undertakes to do its utmost to comply with delivery times, without its liability being incurred in the event of delay or giving rise to any compensation or recourse in favour of the Client. In the event of a foreseeable delay in delivery, Osol shall inform the Client by email of the expected delay.

4.4. Acceptance

Acceptance of the Hardware means the actual handing over of the Hardware to the Client.

The Client undertakes to sign the delivery note that will be handed to it by the carrier. Upon receipt of the Hardware, the Client must state in writing on the delivery note that it signs any refusal to accept all or part of the Hardware or any reservations relating to loss, damage, missing products, apparent defects or non-conformity of the Hardware delivered. The absence of written reservation by the Client on the delivery note covers any apparent defect and/or missing product. In the event of a defect in a Hardware item that is not apparent on the day of receipt, on pain of being time-barred, the Client has three (3) business days from the date of receipt to send its reservations, in a documented and substantiated manner, to the carrier by registered letter with acknowledgement of receipt. The Client undertakes to send to Osol the claim notified to the carrier, including the necessary documents and supporting evidence, within twenty-four (24) hours of the notification, by email to support@osol.co.

In the absence of reservations issued within the aforementioned time limits and conditions, the Hardware shall be deemed to have been delivered in conformity.

In the event of an apparent defect, missing product or non-conformity, duly noted by Osol, Osol shall replace the Hardware, to the exclusion of any other compensation in favour of the Client.

Should the Hardware have to be returned to Osol, Osol shall inform the Client by email of the conditions of return that the Client undertakes to comply with, the method of compensation chosen by Osol (replacement, refund) and the address to which the Hardware is to be re-shipped. The return of Hardware may only be accepted for Hardware in its original condition (packaging, accessories, instructions, etc.). The means of transport and the return costs shall be borne by the Client. The Client acknowledges and accepts that Osol may refuse to refund the Client the price of the returned Hardware if the Client does not comply with the return conditions.

4.5. Proper use of the Hardware

Given the nature and purpose of the Hardware, the Client must act as a professional for the needs of its professional activity. The Client undertakes to use the Hardware solely and exclusively for these needs, in compliance with the terms of the Agreement and, more generally, with applicable laws and regulations.

Subject to the provisions of Article 4.4, the Client acknowledges having received Hardware in good working order.

The Client is prohibited from using the Hardware for the following purposes:
- using the Hardware for purposes other than those expressly authorised by the Agreement;
- reverse engineering, decompiling or disassembling the Hardware or otherwise attempting to discover or access all or part of it;
- removing or altering the Intellectual Property Rights, trademarks, logos and legal notices affixed to the Hardware (or in its instructions for use);
- carrying out illegal, discriminatory or fraudulent activities or activities infringing the rights or security of third parties; - infringing public order or violating laws and regulations in force;
- authorising, permitting or causing a third party to do any of the above.

4.6. Return of the Hardware at the end of the agreement

At the end of the Agreement, for whatever reason (expiry, non-renewal, early termination), the Client undertakes to return the Hardware to Osol under the following conditions.

The Client undertakes to return the Hardware to Osol, at its sole expense and risk, to the address appearing at the head of these Terms or any other address that will be communicated to it by Osol, in its original packaging or any adequate packaging that preserves the integrity of the Hardware.

The Client is required to return the Hardware in good condition for use, with all accessories, spare parts and other items supplied with the Hardware. Failing this, any refurbishment service shall be invoiced by Osol at the replacement rate in force on the day of return, as defined in Osol’s Maintenance and Warranty conditions.

Upon return, a return note specifying the date of return and the apparent condition of the Hardware, subject to damage that is not apparent or not reported, shall be drawn up by Osol and sent to the Client by any means. Osol has a period of twenty (20) business days after receipt of the Hardware to notify any damage to the Hardware that was not apparent or not reported by the Client upon return. This period shall be extended by an additional ten (10) business days for each batch of ten (10) Hardware items received, this period not being able to exceed thirty (30) business days.

The Client undertakes to return the Hardware under the aforementioned conditions within ten (10) business days from the actual end date of the Agreement. Failing this, the Hardware shall be considered as not having been returned.

In the event of total or partial failure to return the Hardware, for whatever reason, the Client shall owe Osol the replacement price in force, as defined in Osol’s Maintenance and Warranty conditions, increased by a fixed penalty equivalent to fifteen percent (15%) of the replacement price, intended to cover the administrative, logistical, management and immobilisation costs and loss of value suffered by Osol. These sums shall be due automatically, without prior formal notice, and without prejudice to any other right, action or compensation to which Osol may be entitled under the Agreement.

ARTICLE 5 - TECHNICAL PREREQUISITES

To access and use the Platform, the Client must have computer equipment fitted with a high-speed internet connection and a web browser (preferably Google Chrome or Mozilla Firefox).

All costs relating to access to and use of the Platform, whether hardware, software or internet access costs, are exclusively borne by the Client. The Client is solely responsible for the proper functioning and appropriate security of its computer equipment and its internet access.

To use the Hardware, the Client is invited to refer to the precautions detailed in the user guide provided by Osol.

ARTICLE 6 - INTELLECTUAL PROPERTY

6.1. Osol’s property rights

The Client acknowledges and accepts that all rights, title and interest relating to the Platform, including its architecture, source codes and databases, to the Hardware, including its components and integrated technologies, as well as all associated distinctive signs (trademarks, logos, names), including the associated Intellectual Property Rights, are and shall remain the exclusive property of Osol or of third parties having authorised Osol to exploit them. The Agreement shall not be interpreted as granting the Client any intellectual property right or title in the Hardware and its components, in the Platform and the associated distinctive signs, with the exception of the rights granted herein.

6.2. Licence to the Platform

Subject to full payment of the sums due by the Client, Osol grants the Client, for the term of the Agreement, worldwide, a non-exclusive, non-assignable, non-transferable licence, without the right to sub-license, to access and use the Platform, for its own needs and solely for the purposes of its professional activity.

The Client undertakes not to use the Platform other than within the limits authorised by the Agreement. The Client further undertakes not to carry out one or more of the following acts, nor to permit or authorise a third party to carry out one or more of the following acts: (i) decompile or disassemble the Platform, reverse engineer it or attempt in any other way to obtain its source codes, in whole or in part; (ii) create derivative works from the Platform, adapt, modify or translate it, or make modifications to it in whole or in part, or permit the association or incorporation of all or part of one or more of its elements with other works, including software; (iii) rent, sub-license, sell, lend or transfer the Platform to a third party or permit a third party to access and use the Platform, in whole or in part, without the prior written consent of Osol.

ARTICLE 7 - FINANCIAL TERMS

7.1. Price and invoicing

The audit and installation Services are invoiced on a fixed-price basis, the price of which is set out in the Commercial Documentation. The price is indicated in euros exclusive of tax; applicable duties and taxes shall be invoiced in addition and shall be those in force on the day of invoicing. The making available of the Platform and the Hardware is invoiced in the form of an annual subscription, the price of which is set out in the Commercial Documentation. The price is indicated in euros exclusive of tax; applicable duties and taxes shall be invoiced in addition and shall be those in force on the day of invoicing.

7.2. Price revision

Osol reserves the right to revise the price of the subscription to the Platform and the Hardware once a year, on 1 January of each year. Unless otherwise agreed between the Parties, the price revision shall be made according to a formula calculated on the basis of the variation of the SYNTEC index. The reference index used as the basis for this indexation shall be the latest SYNTEC index published at the date of the revision, compared with the original index published at the date of signature of the Commercial Documentation. In the event that either of the indices ceases to exist, the Parties shall agree on the new index or indices for the establishment of a formula with comparable effect.

7.3. Payment terms

Unless otherwise agreed between the Parties in the Commercial Documentation, invoices are payable within 30 days of the date of receipt, by bank transfer. The Client expressly accepts that invoices be sent to it by email.

7.4. Late payment

Any late payment shall give rise to the application of a late payment penalty calculated on the basis of an interest rate equal to three (3) times the legal interest rate, without any reminder being necessary. A fixed indemnity of forty (40) euros for recovery costs shall also be due.

7.5. Hardware recommissioning fee (Restocking Fee)

Upon expiry or termination of the Agreement, for whatever reason, Osol shall carry out recommissioning operations on the returned Hardware, including in particular technical checks, security tests, maintenance operations, environmental management operations for the energy components, reconditioning, software updates and the associated labour time. In this respect, the Client shall owe Osol a fixed recommissioning fee in an amount equivalent to two (2) months of Subscription, corresponding to one sixth (1/6) of one year of Subscription, invoiced on the actual end date of the Agreement. These fees are due irrespective of the condition of the returned Hardware, without prejudice to any sums that may be due in respect of repairs, replacements or compensation provided for in the Agreement. These fees apply to Hardware actually returned. Hardware not returned remains subject to the provisions of Article 4.6.

ARTICLE 8 - TERM

The Agreement is entered into upon its acceptance by the Client and for the same term as the Subscription. The Subscription is entered into, upon acceptance of the Agreement, for an initial term of three (3) years from the date of Commissioning of the Hardware, corresponding to the first commitment period. It shall then be tacitly renewed for successive commitment periods of one (1) year. Termination of the Subscription entails automatic termination of the Agreement.

ARTICLE 9 - TERMINATION

9.1. Termination without cause

The Party that decides not to renew the Subscription must notify the other party of this decision, by registered letter with acknowledgement of receipt, at least four (4) months before the expiry of the current period.
Failing notification within this period, the Subscription shall be tacitly renewed in accordance with Article 8.
The Subscription is entered into for a fixed term corresponding to the contractual commitment period.
Any termination at the Client’s initiative notified during a commitment period, for whatever reason and other than for a duly established serious breach attributable to Osol, constitutes early termination, subject to the provisions of Articles 9.3 and 9.4.
Any request to terminate the Subscription made during a commitment period may only take effect at the end of the current commitment period. The full price of the Subscription paid for the current period remains acquired by Osol and any balance due for any additional services shall be immediately payable.

9.2. Termination for breach

In the event of a breach by one of the parties of any of the obligations incumbent upon it under the Agreement, the other party may send it a formal notice, by registered letter with acknowledgement of receipt, to remedy such breach(es) within a period of thirty (30) days from the date of receipt, or failing that from the date of first presentation of this letter. Should this formal notice remain wholly or partially unsuccessful after this period, the Agreement shall be terminated automatically with immediate effect, without any other formality and without prejudice to any other rights or actions to which the injured party may be entitled.

9.3. Termination before delivery or installation of the Hardware

By derogation from Article 9.1, any termination notified by the Client between the date of acceptance of the Agreement and the date of delivery or installation of the Hardware may take effect immediately.
In this case, the Client shall owe a fixed indemnity equal to seventy percent (70%) of the annual amount, exclusive of tax, of the Subscription as defined in the Commercial Documentation.
This indemnity is intended to compensate for the unrecoverable commitments entered into by Osol upon acceptance of the Agreement, including the procurement and reservation of the Hardware, its configuration and customisation according to the Client’s specifications, the mobilisation of the technical and support teams, the integration steps with the Client’s systems, the firm orders placed with industrial partners and suppliers, as well as the financial commitments entered into with financing partners in connection with the performance of the Agreement.

9.4. Early termination at the Client’s initiative after installation

By derogation from Article 9.1, in the event of early termination of the Agreement by the Client after delivery or installation of the Hardware, and before the end of the initial or renewed commitment period, the Client shall remain liable for an early termination indemnity equal to two thirds (2/3) of the sums, exclusive of tax, remaining due for the unexpired commitment period.
This indemnity is payable on the actual end date of the Agreement, without prejudice to the other sums due under the Agreement, in particular the Hardware return costs (Article 4.6) and the recommissioning fees (Article 7.5). The same indemnity is due in the event of termination of the Agreement by Osol for breach by the Client pursuant to Article 9.2.

9.5. Fate of the Agreement in the event of insolvency proceedings

In the event of the opening of safeguard proceedings, judicial reorganisation proceedings or judicial liquidation proceedings against the Client, all sums due under the Agreement shall become immediately payable.
Should the continuation of the Agreement be decided by the administrator or the liquidator, Osol reserves the right to require cash payment for services yet to be performed as well as any guarantee it deems necessary.
In any event, Osol retains ownership of the Hardware made available and may exercise its right of reclamation in accordance with Articles L.624-9 et seq. of the French Commercial Code.
The provisions of this article are understood to be subject to the mandatory provisions applicable to insolvency proceedings.

9.6. Consequences of the end of the Agreement

On the actual end date of the Agreement, for whatever reason, the sums paid by the Client remain definitively acquired by Osol.
The Client shall immediately cease all use of the Platform. User access is deactivated by Osol within five (5) business days.
The Client shall return the Hardware under the conditions, time limits and terms provided for in Article 4.6. Any failure to return, partial return, loss or theft of the Hardware shall result in the application of the financial consequences provided for in the said article, without prejudice to the recommissioning fees (Article 7.5) and the early termination indemnities (Articles 9.3 and 9.4).
The provisions of the Agreement intended to survive its expiry remain applicable, in particular those relating to confidentiality, intellectual property and limitation of liability.

ARTICLE 10 - PROTECTION OF PERSONAL DATA

Whenever they process personal data, in particular for the purposes of performing the Agreement, the Parties undertake to comply at all times with all regulations applicable to the protection of personal data and in particular Regulation (EU) no. 2016/679 of the European Parliament and of the Council of 27 April 2016, known as the “GDPR”, and Law no. 78-17 of 6 January 1978 as amended, known as the “Data Protection Act” (Loi Informatique et Libertés) (hereinafter together the “Applicable Personal Data Protection Regulations”). In particular, the Parties undertake to put in place and maintain appropriate security and confidentiality measures such as to guarantee adequate protection of the personal data processed, appropriate to the risks that their processing poses to the rights and freedoms of the data subjects. These measures aim in particular to (i) protect personal data against destruction, loss, alteration and disclosure to unauthorised third parties and (ii) ensure the restoration of the availability of, and access to, personal data within appropriate timeframes in the event of a physical or technical incident. The Parties also undertake to put in place a procedure for regularly testing, analysing and evaluating the effectiveness of their technical and organisational measures to ensure the security of processing.

10.1. Client’s personal data

Osol is required to process the Personal Data of the Client who will access the Platform and use the Services, in order to enable the subscription to the Subscription, the sending of the information necessary to provide the Services, communication with the Client on all questions relating to the Services, Hardware and/or the Agreement, and, in general, to ensure the proper management and performance of the Agreement. The Personal Data that is collected is as follows:
- surnames and first names of the natural persons designated as contacts at the Client;
- email address of the natural persons designated as contacts at the Client
- telephone number of the natural persons designated as contacts at the Client
- IP address and connection data of the natural persons designated as contacts at the Client.

The data thus collected shall be retained for the term of the Agreement. Thereafter, the Personal Data is archived by Osol, in a secure environment, for the statutory limitation period for evidentiary purposes in order to establish, exercise or defend a legal right. Unless required to do so by a legal, accounting or judicial obligation, Osol shall never disclose, assign, rent or transmit the Client’s Personal Data to third parties other than the host of the Platform under the conditions of Article 3.3. The Client has a right of access, rectification, erasure, restriction and portability of its personal data. The Client also has the right to erasure of its personal data under the conditions of Article 17 of the GDPR, as well as the right to lodge a complaint with the Commission Nationale de l’Informatique et des Libertés if it considers that the processing carried out by Osol constitutes a violation of its personal data, online at https://www.cnil.fr/fr/plaintes or by post at the following address: CNIL - 3 Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07.
The Client’s rights over its personal data may be exercised at any time with Osol by email at the following address: support@osol.co.

10.2. Data of the users of the Hardware

In the course of performing the Services, Osol may have access to and process personal data within the meaning of the applicable regulations and in particular Law no. 78-17 of 6 January 1978 on information technology, files and freedoms and European Regulation 2016/679 of 27 April 2016 on personal data (hereinafter the “Applicable Personal Data Protection Regulations”). Osol may thus be required to carry out processing of personal data (hereinafter the “Data”) or have access to it on behalf of the Client, as controller. As processor, Osol is responsible to the Client for compliance with the following obligations, which it undertakes to ensure are complied with by its personnel, in accordance with Article 28 of the GDPR:
- process the Data within the strict and necessary framework of the performance of its assignment and act only on the basis of the Client’s written and documented instructions;
- ensure the confidentiality of the Data and ensure that each person it authorises to process the said data undertakes to respect confidentiality or is subject to an appropriate obligation of confidentiality
- not retain it beyond the period necessary for the performance of the assignment;
- provide its assistance to the Client so as to enable it to respond, within the time limits and under the conditions provided for by the Applicable Personal Data Protection Regulations, to any request to exercise a right, request or complaint from a data subject or from a data protection authority or any other regulator;
- make available to the Client, subject to compliance with a confidentiality undertaking, all information necessary to demonstrate compliance with the obligations provided for in this article and to allow audits to be carried out, including inspections by the authorities, by the Client or any auditor mandated by it, and contribute to such audits and inspections;
- not use a processor that does not provide sufficient guarantees;
- not transfer the Data processed to countries outside the European Economic Area that have not been recognised by the European Commission as ensuring an adequate level of protection (i) without having first obtained the express written authorisation of the Client and (ii) without the implementation of legal instruments recognised as appropriate by the Applicable Personal Data Protection Regulations to govern the transfer(s) concerned;
- immediately alert the Client in the event of a Data breach and assist the Client in implementing any action to address this Data breach, including notifications to the competent authorities and to the persons concerned by the breaches, and provide all useful information to assess the extent of the data breach and identify the means to remedy it;
- immediately inform the Client if Osol considers that an instruction given constitutes a violation of the Applicable Personal Data Protection Regulations.

ARTICLE 11 - WARRANTIES

11.1. Warranty on the Hardware

The Client benefits from a warranty in the event of Hardware failure. The terms of handling of the Hardware and of maintenance are detailed in Osol’s SLA. It is specified that any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Client, or of force majeure. The warranty is also excluded if the Hardware has been used under conditions different from those for which it was manufactured, in particular in the event of failure to comply with the conditions prescribed in the instructions for use. It also does not apply in the event of dismantling by the Client or any third party not expressly authorised by Osol, deterioration or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in the event of modification of the Hardware.

11.2. Warranties on the Platform

Osol represents and warrants that it has all the rights, titles, licences and authorisations necessary to enter into the Agreement. Osol represents and warrants that it holds all the Intellectual Property Rights necessary for the purposes hereof. In this respect, Osol indemnifies the Client against any demand, claim or infringement action relating to the Platform, provided that the Client (i) promptly notifies Osol of the said claim or action, (ii) allows Osol to defend and/or settle the said claim alone, and (iii) provides Osol with all necessary assistance in the defence and/or resolution of the dispute. In the defence or resolution of the dispute, Osol may, at its sole discretion, (i) obtain the right for the Client to continue to use the Platform, (ii) modify/replace the related infringing elements so that they no longer infringe the third party’s rights, without adversely affecting the proper performance of the Platform, or (iii) terminate the Agreement and refund the Client pro rata for the price of the Platform and the Services that it will already have paid as of the day of the dispute. Notwithstanding the foregoing, Osol shall in no event be liable for any demand, claim or action resulting from a use of the Platform not authorised by the Agreement or not complying with the terms and conditions of use provided for in the Agreement. Osol grants no other express or implied warranty, including, without this list being exhaustive, as to the continuity, performance and/or durability of the Platform and/or as to the suitability and/or conformity of the Platform for a particular use or for the Client’s needs. Osol undertakes to use its best efforts to ensure optimal availability of the Platform, subject to the occurrence of an event of force majeure or an event beyond Osol’s control and except for any interruption, suspension or limitation in the context of maintenance operations and/or updates necessary for the proper functioning of the Platform. Osol is bound only by an obligation of best efforts (obligation de moyens) concerning the accessibility, operation and availability of the Platform or its content. Osol reserves the possibility to interrupt, suspend or limit access to all or part of the Platform, in particular owing to legal constraints (i.e. a request from an authority, third-party recourse) or technical constraints (i.e. maintenance). The Client expressly acknowledges that the aforementioned suspensions, interruptions or limitations may occur at any time without notice and that they shall give rise to no obligation or compensation in its favour. Use of the Platform implies knowledge and acceptance of the characteristics and limits of the internet, in particular with regard to technical performance, response times for transferring information, the risks of interruption and, more generally, the risks inherent in any connection and data transmission over the internet. Osol does not warrant that the functionalities of the Platform or other elements that compose it will be available at all times, uninterrupted or error-free, that any defects or errors will be immediately corrected, or that the Platform or its server will at all times be free of viruses, worms, Trojan horses or any other component likely to cause damage.

11.3. Client’s warranties

The Client represents and warrants that it has obtained and will retain throughout the term of the Agreement all the rights, titles, licences and authorisations necessary for the conclusion and performance of the Agreement and enabling Osol to provide the Services to the Client. The Client acknowledges that it is solely responsible for access to and use of the Platform. The Client warrants that the data it enters on the Platform is accurate, complete, up to date and truthful, and that it complies with the laws and regulations applicable to the Client’s activities, as well as with the rights (including intellectual property rights and the right to the protection of personal data) of third parties.

ARTICLE 12 - INSURANCE

Each Party undertakes to take out with a notoriously solvent insurance company, and to maintain, civil liability insurance intended to cover the risks relating to the performance of the agreement and to cover the damage that may be attributed to it in the course of performing the Agreement. In particular, the Client undertakes to take out and maintain an insurance policy covering damage that may be caused to the Hardware and/or by the Hardware in its custody.

ARTICLE 13 - LIMITATION OF LIABILITY

By express agreement, Osol is subject to an obligation of best efforts (obligation de moyens) in the provision of the Services to the Client. The Client expressly acknowledges having received from Osol all necessary information, enabling it to assess the suitability of the Platform, the Services and the Hardware for its needs and to take all useful precautions for their implementation.

In no event shall Osol be held liable for any indirect damage of whatever nature suffered by the Client, including, without this list being exhaustive, loss of profit, loss of data, loss of earnings, loss of customers, any commercial disturbance, damage to image, in connection with or arising from the use of the Platform and/or the Hardware.

The Client expressly acknowledges that the use of the Platform and the Hardware is at its sole and entire responsibility. No advice and no information, whether oral or written, obtained by the Client is capable of creating warranties not expressly provided for by the Agreement, or of entailing Osol’s liability in the event of damage, of whatever nature, caused to the Client or to third parties as a result of the Client’s misuse of the Platform and the Hardware, in breach of the provisions of this article and more generally of non-compliance with the Agreement.

In any event, should Osol’s liability be incurred as a result of a proven fault on its part, Osol’s total aggregate overall liability shall be expressly limited, for all causes combined, to the direct and foreseeable loss suffered by the Client, and may not exceed the amount of the sums actually paid by the Client under the Agreement as of the day of the event giving rise to Osol’s liability. The Client may not bring a claim against Osol after a period of twelve (12) months following the discovery of the event (or events) that gave rise to the possible liability.

ARTICLE 14 - FORCE MAJEURE

Osol’s liability cannot be incurred in the event of non-performance of any of its obligations that is due to the occurrence of an event of force majeure as defined by French laws and case law. Events of force majeure suspend the performance of the obligations arising from the Agreement for as long as they continue. However, if the events of force majeure last for more than one (1) month, they shall give rise to the right of either party to terminate the Agreement.

ARTICLE 15 - CONFIDENTIALITY

The party that receives confidential information from the other party undertakes to keep strictly confidential, throughout the term hereof and for five (5) years from its termination, for whatever reason, all information, data and other items, of whatever nature, on whatever medium, which have been communicated to it by the other party, on whatever medium, or of which it has become aware in the course of the performance hereof.

Confidential information may not be disclosed by the party that receives it to third parties and must be used only for the sole purpose of the performance hereof.

Confidential information remains the property of the party that discloses it. In no event shall the transmission of confidential information to the other party be interpreted as conferring on it any rights or interests in the confidential information, except for the rights, if any, provided for herein. The receiving party undertakes to return or destroy, according to the instructions of the disclosing party, the documents or their reproduction containing confidential information, immediately upon request of the disclosing party and at the latest upon termination or expiry hereof for whatever reason.

This article shall survive the termination or expiry hereof for whatever reason.

ARTICLE 16 - MISCELLANEOUS PROVISIONS

Entire agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and cancels and replaces any prior or existing agreement, oral or written, between the parties, with respect to that subject matter. It prevails over the Client’s general purchasing conditions.

Assignment. This Agreement is entered into intuitu personae. The rights and obligations arising from it may in no event be assigned or transferred by the Client, on any basis whatsoever, without the prior written approval of Osol.

Severability. Should one or more provisions of the Agreement be held invalid or declared as such pursuant to a law, a regulation or following a final decision of a competent court, the other provisions of the Agreement shall nevertheless retain their full force and scope.

No waiver. The failure of either party to avail itself, at any given time, of any of the provisions of the Agreement shall not be interpreted in the future as a waiver of the rights it holds hereunder.

Independent contractors. The parties declare that the relations between them exclude any relationship of subordination. To this end, neither party nor its members has the right to represent or bind the other party, in any form or on any basis whatsoever. Neither party shall be liable for the acts or omissions of the other party, or for the acts or omissions of their staff in the course of the implementation hereof. These presents constitute neither a partnership, nor a franchise, nor a mandate given by one party to the other. The parties are and shall remain, throughout the term hereof, independent professional partners.

References. Osol may cite the Client’s name, in particular in its technical or commercial documents or its reference lists, unless the Client expressly objects in writing.

Subcontracting. The Client acknowledges and accepts that Osol may, at its sole discretion, use one or more subcontractors for the performance of its obligations arising from the Commercial Documentation and the performance of the Services. However, Osol shall remain, vis-à-vis the Client, solely and exclusively responsible for the proper performance of the Services entrusted to the said subcontractor(s).

ARTICLE 17 - GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement is governed by French law, to the exclusion of any other legislation. Should the Agreement be drafted in several languages, only the French version shall prevail.

THE PARTIES UNDERTAKE TO DO EVERYTHING TO TRY TO SETTLE AMICABLY ANY DISPUTE THAT MAY ARISE REGARDING THE VALIDITY, INTERPRETATION OR PERFORMANCE OF THE AGREEMENT. HOWEVER, IF NO AMICABLE SOLUTION IS FOUND, THE PARTIES AGREE THAT THEIR DISPUTE SHALL BE BROUGHT BEFORE THE COMPETENT COURTS OF CANNES.