1. Enforceability of the General Conditions

1.1 The Client has the option, in addition to purchasing Equipment, to subscribe to a maintenance contract with WeeeDoIT, whose general conditions are defined below.

1.2 All subscriptions for preventive and/or corrective hardware maintenance services (hereinafter “Services”) provided by WeeeDoIT are expressly and exclusively governed by these general conditions (“General Service Conditions”).

1.3 Ordering Services implies full and unconditional acceptance of these General Service Conditions and the Special Conditions. The fact that WeeeDoIT does not contest the terms that may be inserted in the Client’s Order or any reference to other contractual documentation and/or does not assert the provisions hereof at any given time cannot be interpreted as a waiver of its right to assert them subsequently.

1.4 These General Service Conditions constitute, along with the Special Conditions, the entire Contract governing the relationship between the Parties (the “Contract”). In the event of any contradiction or difficulty in interpreting between the General Service Conditions and the Special Conditions, the Special Conditions shall prevail. The Contract constitutes the sole document governing the relationship between the Parties regarding the Services and prevails over the Client’s purchase conditions.

2. Definitions

For the purposes of these General Service Conditions, the terms defined below, whether used in the singular or plural, shall have the following meanings:

“Physical Address”: The physical location of each piece of Equipment. An address is defined by a country, postal code, city, street, and its number.

“Client”: Any purchaser of Services or any other client of the Client benefiting from the Services provided by WeeeDoIT.

“Order”: Any order for Services made by the Client following the sending of a purchase order to WeeeDoIT referring to a Proposal previously established by WeeeDoIT. To be accepted by WeeeDoIT, each Client Order must include the Proposal issued by WeeeDoIT or at least expressly refer to the corresponding Proposal number. A purchase order issued by the Client that does not include the Proposal or refer to the corresponding Proposal number may be refused by WeeeDoIT.

“Special Conditions”: All specific conditions agreed between the Parties, as reflected in the Proposal annexed to an Order and/or to which an Order expressly refers; or, where applicable, any specific contract (“Scope of Work” or “SOW”) expressly referenced in an Order.

“Configuration”: Document listing for each piece of Equipment all components and their technical and/or commercial references.

“Access Constraint”: Identification of all the means and/or authorizations necessary to access a Physical Address or specific areas of the Physical Address to provide the Services, such as: security clearances, certifications, name badges, etc.

“Defect”: Any malfunction or non-conformity of the Equipment with respect to the reference documentation, preventing the normal use of all or part of the Equipment’s functionalities, or causing an incorrect result or inappropriate processing, while the Equipment is used by the Client in accordance with its documentation and intended use.

“Critical Defect”: A defect making the use of an essential function of the Equipment impossible.

“Major Defect”: A defect impacting the use of an essential function of the Equipment without completely preventing its use.

“Minor Defect”: A defect that is neither Critical nor Major, causing a malfunction affecting the minor or accessory functionalities of the Equipment.

“Equipment”: IT equipment or elements composing the Client’s IT Equipment, the subject of the Services.

“WeeeDoIT”: WeeeDoIT or any subsidiary company entering into a Contract to provide Services to the Client.

“Incident and Failure History”: Document identifying all interventions carried out on the Equipment during the 12 months preceding the signing of the Contract.

“System Log”: Result of system commands executed on Equipment to identify and list its components and their technical and/or commercial references. This also includes the health status of the different components.

“Proposal”: Any document issued by WeeeDoIT at the request of a Client, detailing the Services, their execution conditions, applicable prices, and all other specific conditions agreed between the Parties.

“Party(ies)”: WeeeDoIT and/or the Client.

“Scope of Work” or “SOW”: Any specific contract issued by WeeeDoIT detailing the Services, either annexed to a Proposal or issued separately.

“Services”: Preventive and/or corrective hardware maintenance services provided by WeeeDoIT, as defined in this Contract.

3. Effective Date – Duration – End of Contract

3.1 The Contract shall take effect on the effective date mentioned in the Special Conditions. Unless otherwise provided in the Special Conditions, it is concluded for a period of one (1) year, renewable by tacit agreement unless terminated by either Party by registered letter with acknowledgment of receipt notified at least three (3) months before the end date.

3.2 The Contract may not be terminated early by either Party before its term, unless otherwise stated in the Contract or in the event of a serious contractual breach attributable to the other Party that has not been remedied by the defaulting party within thirty (30) days following receipt of a registered letter with acknowledgment of receipt notifying the said breach and addressed to the defaulting Party.

3.3 WeeeDoIT shall be entitled to terminate the maintenance Contract in the event of cessation of payments, insolvency, dissolution, total or partial cessation of the Client’s activities, or in the event of the initiation of a safeguard procedure, judicial reorganization, or judicial liquidation against the Client, subject to articles L.622-13 and L.631-14 of the Commercial Code.

3.4 The Client may also request the termination of the Contract for any reason, subject to a minimum notice period of sixty (60) days addressed to WeeeDoIT by registered letter with acknowledgment of receipt notifying the said termination. Such termination shall entitle WeeeDoIT to claim a termination indemnity representing 20% of the applicable fees for the remaining contractual period.

3.5 In the event of an increase in fees as provided for in Article 7.3 below, the Client may request the termination of the Contract subject to a minimum notice period of sixty (60) days addressed to WeeeDoIT by registered letter with acknowledgment of receipt notifying the said termination, during which the applicable fees will continue to apply.

3.6 In the event of the Client’s refusal to increase the applicable fees due to abnormal or inappropriate use of the Equipment, characterized by a high failure rate of the Equipment, as provided for in Article 7.4 below, WeeeDoIT may terminate the Contract, subject to a sixty (60) day notice period addressed to the Client by registered letter with acknowledgment of receipt, notifying the said termination. During the sixty (60) day notice period, the agreed fees will continue to apply.

3.7 The termination or cessation of this Contract shall not affect the contractual provisions that are naturally intended to survive the Contract.

4. Services

4.1 The Services provided by WeeeDoIT include, according to the modalities and options specified in the Special Conditions:

– Corrective hardware maintenance, which consists of WeeeDoIT ensuring, at the Client’s request, the restoration of the operational state of the Equipment covered by the Contract in the event of a Defect.

– Preventive hardware maintenance, which consists of WeeeDoIT ensuring the maintenance and verification of the proper functioning of the Equipment covered by the Contract. This can be done (i) either by scheduling on-site visits to check the Equipment environment and perform a visual inspection of it, or (ii) remotely through an analysis of system logs provided by the Client or by remote access to the Equipment. The frequency of preventive maintenance depends on the options chosen by the Client, as specified in the Special Conditions.

4.2 For the Services, whether preventive or corrective hardware maintenance, WeeeDoIT implements all commercially reasonable means to maintain and/or restore the normal functioning of the Equipment on which the interventions are carried out, including: labor, test equipment, tools, and, if necessary, the supply of new or equivalent spare parts, replacing defective elements of the Equipment.

4.3 The supply of spare parts remains at the discretion of WeeeDoIT as part of its obligation to provide the Services. Unless otherwise agreed, the costs of spare parts are included in the fees related to the Services described in Article 4 of the General Service Conditions. Spare parts that are outside the scope of the Services defined in the Contract are not included in the fixed fee amount described in Article 7 below.

4.4 If the Client’s request is motivated by an incident not attributable to the Equipment, WeeeDoIT will invoice the handling of the incident based on time spent according to its incident handling rates in effect at the date of intervention.

4.5 Corrective hardware maintenance services are performed within the timeframes specified in the Special Conditions, which vary depending on the nature of the options chosen and the severity of the Defect (Minor, Major, or Critical).

4.6 The Services are in any case carried out in accordance with the provisions related to the quality of service (“Service Level Agreement” or “SLA”), referred to in this Contract or provided in a separate document.

4.7 WeeeDoIT reserves the right to conduct a preliminary audit of the Equipment covered by the Services, with or without an on-site visit.

4.8 Unless otherwise provided in the Special Conditions, the implementation period of the Contract is six (6) weeks. During the implementation period, which corresponds to the period during which WeeeDoIT sets up the necessary resources to provide the Services (to ensure, in particular, the local availability of spare parts corresponding to the Client’s Equipment configuration), the SLA that can be ensured by WeeeDoIT is on a “best efforts” basis. As long as the Client has not provided all the necessary elements for the

 execution of the Services as described in Article 9.7, WeeeDoIT reserves the right not to apply the corresponding SLA.

5. Modification of Services

5.1 Equipment to be covered by the Services may be added to the Contract or removed with the agreement of the Parties. Equipment may be removed from the initial scope of Services provided in the Contract subject to a sixty (60) day notice period from the written notification to WeeeDoIT of the modification of Services. The applicable fees for Equipment added to the Contract will be at WeeeDoIT’s current monthly rate.

5.2 If the Client reduces the number of Equipment covered by the Services resulting in a decrease of 20% or more of the annual fees under this Contract, the Client will pay WeeeDoIT an indemnity equal to 50% of the prorated fees corresponding to the removed Equipment, which would have been payable during the remaining term of the Contract if the Equipment had not been removed, notwithstanding any additional indemnity that may be provided in the Special Conditions.

6. Limits of the Scope of Services

6.1 The following services are expressly excluded from WeeeDoIT’s responsibilities and the scope of Services provided under this Contract:

– All software maintenance services, including but not limited to network or IT system maintenance such as software programming, incident diagnostics on software, software updates, programs or drivers, or support for the manufacturer’s software.

– Any data backup belonging to the Client, who remains responsible for performing backups before any commencement of hardware maintenance Services by WeeeDoIT.

– Any hardware modification of the Equipment.

– The relocation and reinstallation of any part or all of the Equipment.

– File restoration in case of accidental destruction or due to the presence of a virus or a hardware problem with the Equipment.

– File backup and data capture.

– Modem/telephone line maintenance.

– All training, installation, support, and assistance services that may be offered by WeeeDoIT under specific training, installation, support, and assistance contracts.

– Any provision and installation of microcodes (i.e., firmware).

– Any support on operating systems.

– Any intervention on Equipment not mentioned in the Special Conditions.

– Any intervention on Equipment for which all relevant information listed in Article 9.7 and necessary for the execution of Services has not been provided prior to the signing of the Contract.

– Certain costs incurred by the Client’s failure to fulfill its obligations mentioned in Articles 9.3 and 9.10, based on quotes previously accepted by the Client.

6.2 If not included in the Special Conditions, the following Services are expressly excluded from WeeeDoIT’s responsibility, the scope of Services provided, and the amount of fees provided under this Contract. The Services listed in this Article 6.2 may be added to the Special Conditions after the effective date of the Contract, subject to an agreement between the Parties. They will then be subject to additional invoicing by WeeeDoIT after acceptance by the Client of the quote or Proposal issued by WeeeDoIT for these Services. Unless otherwise provided in the Special Conditions, WeeeDoIT will provide the Services listed in this Article 6.2, deploying reasonable commercial efforts and without applicable SLA.

– Any diagnosis and/or intervention or provision of spare parts following a failure that occurred before the effective date of this Contract;

– The addition or removal of a component from Equipment;

– The technical feasibility analysis before adding or removing a component from Equipment;

– The replacement of parts for aesthetic reasons, which do not affect the proper functioning of the Equipment.

– Repair of damage, defects, failures, or disorders due to a geographical, material, or technical environment or a planned power outage involving a violent stop of the Equipment, not in accordance with the manufacturer’s instructions and specifications or resulting from:

  – Non-compliance with applicable standards and regulations, particularly regarding safety,

  – An accident (including fire and water damage) or natural disasters,

  – Acts of malice, sabotage, or theft by the Client’s staff,

  – Cases of Force Majeure, as defined in Article 13.5 below,

  – Defective installation, defective power supply of the Equipment, defective temperature or humidity control, defective use, management, or monitoring of the Equipment by the Client or its representatives, or use of the Equipment for purposes other than those intended,

  – Negligence by the Client or its representative,

  – Use of spare parts not conforming to the manufacturer’s recommendations,

  – Addition or connection of Equipment, parts, or components not included in the list of compatible Equipment with the hardware and not authorized by the manufacturer,

  – Failure – even momentary – in the supply of energy or cooling (by air or fluids) necessary for the proper functioning of the Equipment,

  – Intervention by a third party or technical service other than that of WeeeDoIT (including the technical service of the Client or its representative). Maintenance of Equipment that has been subject to repair attempts, changes, modifications, corrections, or any alterations made by the Client or its representative without the prior express agreement of WeeeDoIT is formally excluded. This also applies to any intervention or repair carried out by a third party under a maintenance service not provided by WeeeDoIT.

  – Disturbances affecting or resulting from the Client’s Equipment, servers, operating systems, accessories, stationery, consumables (including batteries, cartridges, etc.) not provided by WeeeDoIT.

– Verification, control, and compliance with applicable standards and regulations, or manufacturer recommendations or best practices, as well as the geographical, physical, and technical environment where the Equipment is located.

– Provision of any consumable parts, including: batteries, tapes and additional recordings for the backup procedure, or any other accessory related to the recording media, transceivers, etc.

– Replacement of flash storage in any format (SSD, Flash Module, Flash Accelerator, SD card) that has reached the maximum write cycles specified in the manufacturer’s specifications.

– Provision of accessories or consumables for printers, such as maintenance kits, feed rollers, ink cartridges, toners, ribbons, thermal print heads, print head cleaning kits, and scanner lamps.

– Services provided on sites not specified in the Special Conditions for preventive maintenance or falling under the Services subscribed by the Client.

– Replacement of an additional PCI card (graphics card, GPGPU card, acquisition card, raid card, flash card) not declared during the Contract quotation phase.

– Performance analysis when no hardware problem is identified.

6.3 Any Service (one-time or recurring) not included in the initial scope of Services as defined in the Contract and subsequently entrusted to WeeeDoIT by the Client will be invoiced by WeeeDoIT at the applicable rate for these Services. Any Service not included in the initial scope of the Contract will be the subject of an additional quote or Proposal issued by WeeeDoIT and accepted in writing by the Client. Any additional Service that becomes recurring and thus modifies the initial scope of the Contract will be included by reference in the Contract by amendment for the remaining term of the Contract.

6.4 Provision of Services does not entail any transfer of know-how, technology, or similar rights, whether protected by intellectual property rights under applicable laws or not, from WeeeDoIT to the Client.

7. Fees

7.1 The Services provided by WeeeDoIT under the Contract are remunerated in the form of fixed and lump-sum fees, whose amount and payment terms are stipulated in the Special Conditions and the following provisions, unless additional fees may be invoiced in accordance with the provisions of this Contract. Unless otherwise provided, any indication of costs or fees should be interpreted as “excluding value-added tax” and such taxes will be borne by the Client at the applicable rate.

7.2 Unless otherwise stipulated in the Special Conditions, the fees invoiced by WeeeDoIT may vary semi-annually on July 1st and January 1st. This variation in fees will be applied by WeeeDoIT by notifying the other Party of the fee variation no later than one month before the modification of the fees becomes effective.

The fees will be adjusted taking into account the variation of the SYNTEC index (or any other index of an equivalent nature to the SYNTEC index in countries other than France).

The indexing formula is as follows: R = R1 (S1/S)

In which:

R = Revised fee

R1 = Fee before revision.

S = For the 1st revision, it is the value of the SYNTEC index at the effective date of the Contract; for subsequent revisions, it is the value of the SYNTEC index at the date of the previous revision.

S1 = value of the latest index published at the fee revision date. In the event that the Syntec index disappears, the Parties will agree on the choice of a new index. Failing agreement, the competent court may substitute the index it deems most appropriate.

It is specified that if a fee revision is not triggered during a semester, this does not prevent WeeeDoIT from revising the fee amount in subsequent semesters.

7.3 In the event of a substantial and market-admitted change in the conditions for performing the Services that makes the execution of the Contract excessively burdensome and unfair for WeeeDoIT despite the application of the provisions of Article 7.2, WeeeDoIT would be entitled to increase the fees invoiced to the Client to adjust them to the level of the actual market price. This increase will be notified to the Client at least one (1) month before its entry into force. Upon receipt of WeeeDoIT’s notification regarding the price increase, the Client will have one (1) month to notify WeeeDoIT in writing of their opposition to this price increase and their decision to terminate this Contract, subject to a sixty (60) day notice period following the date of the Client’s notification to WeeeDoIT.

7.4 In the event of abnormal or inappropriate use of the Equipment, characterized by a high failure rate of the Equipment,

 WeeeDoIT may decide at any time to increase the annual fees paid in relation to the Services in accordance with Article 7.1. Such an increase in fees will be notified to the Client at least fifteen (15) days before it becomes effective. Upon receipt of the notification from WeeeDoIT of the aforementioned increase, the Client will have fifteen (15) days to notify WeeeDoIT in writing of their opposition to such an increase. Upon receipt of the Client’s refusal of this additional billing, WeeeDoIT may decide to terminate the Contract. This termination will be effective sixty (60) days after WeeeDoIT’s notification of termination to the Client, in accordance with Article 3.6.

8. Payment Terms – Penalties

8.1 Unless otherwise provided in the Special Conditions, maintenance fees are payable annually, in advance.

8.2 Unless otherwise indicated in the Special Conditions, payments are due no later than thirty (30) days from the invoice date. WeeeDoIT reserves the right to demand immediate payment and/or the establishment of payment guarantees when payment incidents or the Client’s financial situation justify it.

8.3 Late payment interest, calculated at a rate equal to three (3) times the legal interest rate, will be applied automatically to amounts remaining unpaid at the expiration of the above payment deadlines, without prejudice to additional damages.

8.4 Any Client in a situation of late payment will also automatically owe, in addition to late payment penalties, a fixed indemnity for collection costs of 40 euros (Art. L.441-6 and D.441-5 of the Commercial Code). If collection costs exceed the fixed indemnity amount, WeeeDoIT will be entitled to claim additional compensation. Furthermore, if the Client does not make any payment by the due date, WeeeDoIT will be entitled to charge the Client late fees of 1.5% per month on the unpaid amount until full payment is made.

8.5 These late interest and indemnities are payable upon WeeeDoIT’s first demand.

8.6 Failure by the Client to meet any deadline provided on the invoice and not attributable to WeeeDoIT will automatically result in the forfeiture of the term and the immediate demand for all remaining amounts due.

8.7 Failure to pay any invoice due within sixty (60) days of the invoice’s due date may also automatically and without notice result in the termination or suspension of the Services until full payment of the amounts due, including those related to late payment. Such suspension or termination will not result in any reduction or refund of annual maintenance fees.

8.8 In the event of late payment, any payment due for other deliveries or services becomes immediately payable if WeeeDoIT does not decide to cancel the relevant Orders.

8.9 WeeeDoIT may retain any advance payment made by the Client, without prejudice to additional damages that WeeeDoIT may claim as compensation.

8.10 Invoices can be disputed within sixty (60) days of their issuance. Beyond this period, they are considered accepted and can no longer be contested. No discount will be granted in case of early payment.

9. Client Obligations

During the execution of the Contract, the Client undertakes, at its own expense, to:

9.1 Host the Equipment in a geographical, physical, and technical environment that complies with applicable regulations and, in particular, environmental constraints (temperature, humidity, etc.) and the manufacturer’s instructions;

9.2 Use the Equipment in a normal and reasonable manner and in accordance with best practices in the IT sector and the Client’s profession;

9.3 Allow free access for WeeeDoIT’s representative(s) to the Equipment and Client’s premises during intervention hours and ensure that each intervention can be carried out in compliance with applicable standards and regulations, particularly regarding safety. The SLA will not apply as long as this prerequisite is not met by the Client. In case of inability for WeeeDoIT’s representative(s) to access the Equipment and/or Physical Addresses for any reason related to the Client, WeeeDoIT reserves the right to invoice the Client for the travel and mobilization costs of said representatives, based on a quote previously accepted by the Client;

9.4 Ensure the presence of at least one of its employees or agents during each maintenance operation carried out by WeeeDoIT’s representative and that WeeeDoIT’s employees and agents are treated with the same care and respect as the Client’s employees and agents.

9.5 Provide WeeeDoIT with the necessary means to perform the Services: contact with the corresponding technical unit at WeeeDoIT (by phone and computer), power supply, internet access (via 4G/5G or Wifi network access from the Client), etc.;

9.6 Ensure, before each maintenance operation, that all necessary precautions have been taken by the Client to ensure the protection and backup of its data, programs, and computer files, and that it has taken all necessary measures to ensure their confidentiality and security;

The Client acknowledges having been informed of the necessity to perform a full data backup before any execution of Services by WeeeDoIT. The Client must perform a backup of all data, documents, files, programs, and other supporting materials before any maintenance intervention.

The Client remains solely responsible for the backup of its data before any provision of Services by WeeeDoIT and acknowledges that it remains solely responsible for the confidentiality and integrity of the backed-up data;

WeeeDoIT is not responsible for any loss or deterioration of data or any deterioration related to such data or any loss of revenue, results, or even loss of opportunity, chance, or missed gains;

9.7 The Client undertakes to provide WeeeDoIT before the signing of the Contract with all relevant information necessary for the execution of the Services, including:

– Equipment Configurations and/or System Logs;

– Equipment Incident and Failure History;

– Physical Address of the Equipment;

– Access Constraints.

9.8 The Client must ensure that no repair or intervention of any nature is performed on the Equipment by any technical service other than WeeeDoIT;

9.9 The Client undertakes to collaborate transparently with WeeeDoIT and provide all documents and information necessary for the proper execution of the Services;

9.10 The Client undertakes to provide remote connection capabilities to the Equipment according to WeeeDoIT’s specifications when specified, as an absolute prerequisite for providing Services on certain Equipment during the duration of this Contract. No SLA penalties will apply as long as this prerequisite is not met by the Client.

9.11 Unless otherwise agreed in writing, WeeeDoIT retains ownership of all components or parts related to the Services and is officially authorized to keep them after the intervention, except for any part that may contain sensitive client data. If the Client is unable to provide remote connection to the Equipment, Equipment monitoring will be provided on-site by one or more WeeeDoIT representatives. WeeeDoIT reserves the right to invoice the Client for the travel and mobilization costs of these representatives, based on a quote previously accepted by the Client. These costs will apply even if WeeeDoIT’s representatives are unable to access the Equipment and/or Physical Address.

10. Limitation of Liability and Warranty

10.1 It is expressly understood and agreed that WeeeDoIT is subject to a best efforts obligation and not a result obligation in the performance of the Services under the Contract. The Client waives any recourse against WeeeDoIT in the event of damages to data, computer memory, or any other document, Equipment, or program that may have been entrusted to WeeeDoIT as part of the Services or during the resumption of operations after WeeeDoIT’s intervention.

10.2 WeeeDoIT shall not be liable for any indirect, consequential, punitive, special, or exemplary damages (including, expressly agreed between the Parties and without limitation, any operating loss, loss of files, programs and/or data, loss of profits, loss of contracts, clients, damage to reputation, or revenue) that the Client may suffer due to WeeeDoIT’s breach of its obligations under the Services and/or due to the installation, use, or malfunction of Equipment.

10.3 In any case, WeeeDoIT’s liability for any damage of any nature suffered by the Client is expressly and strictly limited to the maintenance fees actually paid by the Client to WeeeDoIT for the twelve (12) months preceding the date of the claim.

10.4 Any claim against WeeeDoIT must be made within six (6) months following the date the cause of the claim was known or should have been known by the Client.

10.5 Regarding the provision of spare parts within the scope of the Services, WeeeDoIT will provide the warranties against hidden defects and non-conformity of Equipment provided for in articles 1641 and 1604 of the Civil Code.

11. Confidentiality

The Parties acknowledge that all information, data, and commercial or technical documentation of any kind, methods, know-how, source codes, manufacturing processes used or implemented by WeeeDoIT or the Client within the framework of the Contract, are and remain the exclusive property of their initial holder and must remain strictly confidential.

11.2 Consequently, each Party undertakes not to disclose the said information, data, and documentation to any third party, and/or to exploit them for its own benefit or the benefit of a third party without the prior express agreement of the other Party. All source codes and manufacturing processes used or provided by the Client or WeeeDoIT within the framework of this Contract are and will remain the exclusive property of the respective Party or any third-party license holder and must remain strictly confidential.

11.3 The Parties undertake to return, upon simple request, all information, data, and documentation received from the other Party for the purposes of this Contract.

11.4 The Parties undertake to impose on their potential business partners, employees, or representatives a confidentiality obligation equivalent to that stated in this Contract, to indemnify and hold the other Party harmless

 from any potential violation of this article by their respective business partners, employees, or representatives.

11.5 This confidentiality obligation will survive the termination of the Contract and will continue to bind the Parties until: (i) the later date between the duration of this Contract and five (5) years or (ii) the date on which the concerned information, data, and/or documents fall into the public domain.

12. Non-Hiring

Unless otherwise provided by applicable law, during the term of the Contract and for one (1) year after its termination or expiration, regardless of the cause, the Client undertakes not to solicit, engage, employ, or appoint, directly or indirectly, any employee, independent contractor, or subcontractor of WeeeDoIT without the prior formal agreement of the latter. In the event of a violation of this prohibition, the Client will pay WeeeDoIT a fixed indemnity equal to the gross remuneration or fees excluding VAT paid by WeeeDoIT to the concerned employee or independent contractor over the last twelve (12) months.

13. Miscellaneous

13.1 Amendment: WeeeDoIT may, from time to time and subject to compliance with applicable laws, amend the General Service Conditions, provided that these amendments take effect thirty (30) days after the modified General Service Conditions have been notified to the Client. Unless otherwise provided in the General Service Conditions, any modification of the Special Conditions can only result from a written amendment signed by both Parties.

13.2 Severability: If any provision of this Contract is declared null or illegal by a competent court under the law governing the Contract, this provision will be deemed modified to reflect, as closely as possible, the original and common intent of the Parties in accordance with applicable law, with the other contractual provisions remaining fully in force.

13.3 Waiver: It is expressly agreed that the failure or delay in invoking by either Party any provision of this Contract shall not be interpreted as a waiver of asserting these provisions later. Any waiver must, in any case, be the subject of a written amendment signed by both Parties.

13.4 Transfer of the Contract: It is expressly agreed that the Client may not assign or transfer the rights and obligations incumbent upon it under this Contract without the prior written consent of WeeeDoIT.

13.5 Force Majeure: Neither Party shall be considered in default when the performance of its obligations has been delayed, hindered, or prevented by a case of Force Majeure beyond its control or that of its suppliers or service providers (“Force Majeure”). Force Majeure events discharging the Parties from their obligations include, but are not limited to, fires, strikes, floods, epidemics, pandemics, natural disasters, quarantine restrictions, war, transport disruptions, and shortages of labor, raw materials, or production means. Any cost resulting from a Force Majeure event shall be borne by the other Party.

13.6 Relationship between the Parties: In the performance of this Contract, both Parties are deemed to act as independent contractors with respect to each other. Neither Party is deemed a partner or joint venture with the other, and the employees and representatives of one Party performing Services hereunder are not deemed to be the employees or representatives of the other Party.

13.7 Subcontracting: WeeeDoIT is authorized to subcontract the performance of all or part of its obligations under this Contract.

13.8 References: Each Party is authorized to refer to the other Party in its commercial and marketing documents and publications.

Moreover, the Client grants WeeeDoIT the right to use its name and logo (the “References”) on the WeeeDoIT websites and/or on sales promotion materials during the term of this Contract, unless the Client notifies WeeeDoIT in writing of its refusal to use these References at any time during the term of this Contract.

14. Governing Law – Jurisdiction

14.1 Governing Law: The Contract is governed by French law, to the exclusion of any conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods signed in Vienna on April 11, 1980, is expressly excluded.

14.2 Jurisdiction: All disputes arising from the performance of this Contract and all disputes related to the commercial relationships between the Parties shall be subject to the exclusive jurisdiction of the courts of WeeeDoIT’s registered office, even in the event of summary proceedings, ex parte proceedings, warranty claims, or multiple defendants, notwithstanding any contrary provisions.

15. Anti-Corruption:

15.1. The Client declares and guarantees that, in the performance of this Contract, it will not act in any way, directly or indirectly, that would violate or risk violating anti-corruption laws. For the purposes of this article, anti-corruption laws refer to the Sapin 2 law, French laws against corruption, influence peddling, and any violation of the duty of integrity codified in the French Penal Code, as well as all national or international anti-corruption laws and regulations applicable in each country where the Client operates, including their successive amendments, as well as any law intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (hereinafter collectively referred to as “Anti-Corruption Laws”).

15.2. In the context of this Contract and the activity arising from it, the Client may not pay, offer, promise, or authorize the payment, directly or indirectly, of any amount of money or other value to a public official or any other person for the purpose of inducing or rewarding that person or any other person for the improper performance of their role or duties; or for the purpose of influencing a public official in any decision, action, or exercise of their official duties, including deciding not to exercise them, to assist a third party or WeeeDoIT in obtaining or retaining a commercial advantage.

15.3. The Client agrees that WeeeDoIT has the right, if it has objective reasons to believe that a violation of this article may have occurred, and upon reasonable written notice, to conduct an investigation to verify the Client’s compliance with the Anti-Corruption Laws and this article. The Client undertakes to fully cooperate with this investigation and audit.

15.4. The Client agrees that if WeeeDoIT knows or has reasonable grounds to suspect that the Client is or has been engaged in conduct that violates this clause, or that violates or is likely to expose WeeeDoIT to the risk of violating Anti-Corruption Laws, WeeeDoIT may terminate this Contract with immediate effect and claim compensation from the Client for any damage suffered.

15.5. The Client must immediately report to WeeeDoIT any violation of Anti-Corruption Laws that it becomes aware of or has reasonable grounds to believe has been committed in connection with transactions concluded on behalf of WeeeDoIT. WeeeDoIT is not liable for claims arising from or relating to the Client’s illegal activity or claims alleging the Client’s illegal activity, regardless of the nature or location of such activity. The Client will also indemnify WeeeDoIT, and WeeeDoIT will not be liable for any damages, penalties, fines, and/or costs of any kind incurred as a result of any claim, lawsuit, or investigation arising from or related to any violation of this article by the Client.

16. International Trade Sanctions – Export Controls:

16.1 The Client continuously guarantees that it and its customers benefiting from the Services will comply with import, export control, and economic sanctions laws and regulations, including but not limited to those of the United Nations, the United States, the United Kingdom, the European Union (including France), which prohibit or restrict the export, re-export, or transfer of products, technologies, services, or data, directly or indirectly, to or for certain countries, for certain purposes, or to certain end-users.

16.2 The Client must provide WeeeDoIT with information about its customers, products, and/or Services necessary to comply with export, sanctions, and compliance laws and regulations. Failure to comply with these provisions may, at WeeeDoIT’s reasonable discretion, result in the immediate termination and/or suspension, in whole or in part, of this Contract upon notification by WeeeDoIT.

17. Modification of the General Service Conditions

WeeeDoIT reserves the right to modify and update these General Service Conditions at any time. The version of the General Service Conditions binding the Client is the one in effect at the time of the Client’s Order.

18. Data Protection:

18.1 In the course of providing its Services, WeeeDoIT may collect and process personal data on behalf of the Client.

18.2 To this end, it is agreed between the Parties that, as necessary, WeeeDoIT will be qualified as the Processor and the Client as the Controller within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”).

18.3 The Services performed by WeeeDoIT will be subject to the “Personal Data Agreement” Annex whenever the GDPR applies. Both Parties will comply with the mandatory rules and regulations regarding data confidentiality applicable to the Contract and Services.

ANNEX – PERSONAL DATA AGREEMENT

1. Purpose

As part of providing the Services covered by this contract, WeeeDoIT processes personal data on behalf of the Client and undertakes to comply with the provisions of this Annex.

2. Definitions

Unless expressly stated otherwise, the definitions contained in the GDPR are fully applicable to this Annex.

3. Identification of Processing

For the execution of the Service provision covered by the Contract, the Client provides WeeeDoIT with the information necessary for the proper execution of this Annex.

It is agreed between the parties that WeeeDoIT is authorized by the Client to process the following personal data:

– Identification data: name, first name, email address, contact details;

– Professional life data, function.

– Client identification information for portal access, if applicable;

– History

 of client interactions with customer service.

These personal data may concern both the Client’s employees and its end customers.

4. Client Instructions

WeeeDoIT undertakes to process personal data in accordance with the documented instructions of the Client.

The instructions result from the service provision covered by this Contract. It is the Client’s responsibility to document in writing any additional instructions regarding the processing of data by WeeeDoIT.

If WeeeDoIT considers that an instruction constitutes a violation of the GDPR or any applicable data protection law, it will immediately inform the Client.

5. Obligations of WeeeDoIT

Confidentiality: WeeeDoIT undertakes to ensure that all persons authorized to process the Client’s personal data are subject to a confidentiality commitment.

Cooperation and Assistance: WeeeDoIT undertakes to assist and support the Client through appropriate technical and organizational measures to meet data processing security obligations.

WeeeDoIT may be required to provide reasonable assistance and cooperation to enable the Client to fulfill its obligation to conduct a data protection impact assessment within the limits of the personal data used to provide the services under this Contract and to the extent that the Client does not otherwise have access to relevant information.

Furthermore, in the event that WeeeDoIT receives a request to exercise rights from a data subject, this request will be forwarded to the Client as soon as possible after receipt of the request so that the latter can respond in a timely manner.

WeeeDoIT will not be responsible for responding to data subjects.

Security Measures: WeeeDoIT has developed and implemented an information security program governed by policies and standards designed to meet current industry standards and comply with applicable laws. WeeeDoIT has an established global network connectivity program that provides necessary authentication and authorization controls through firewalls for access to all confidential data. WeeeDoIT also uses audit tools and automated scans to maintain compliance. To adequately protect sensitive information during processing, WeeeDoIT requires the use of encryption when sensitive information is transmitted over unsecured external networks or transmitted wirelessly. This includes email, instant messaging, and web traffic. Sensitive information stored on portable or removable devices in transit between a WeeeDoIT or supplier facility and another physical location must be encrypted. Before creating or modifying user accounts, WeeeDoIT employees must have obtained management approval. All user account requests are properly completed, authorized, and recorded. Accounts are not granted higher access privileges than required for the user’s mission. All accounts are reviewed periodically. The access control policy complies with industry standards (enhanced password policy, Single Sign On, and implementation of multi-factor authentication). All WeeeDoIT employees are required to participate in WeeeDoIT’s code of conduct training program. This training includes modules on data confidentiality, security, and information processing. Regular refresher modules are required as part of this program to keep employees’ training up-to-date and current. All changes to WeeeDoIT’s information systems follow formal change control procedures to ensure that only authorized changes are put into production. All security events and weaknesses must be identified, reported, and successfully addressed as quickly as possible. If a security incident or weakness is discovered, it must be reported immediately and without delay through the appropriate channels. WeeeDoIT maintains a global business continuity program to provide seamless service to clients worldwide.

Data Breach: In the event of a data breach involving personal data processed by WeeeDoIT under the Contract, WeeeDoIT undertakes to notify the Client within a maximum of 48 hours after becoming aware of it.

WeeeDoIT will accompany this notification with all useful documentation to enable the Client to notify the breach to the competent supervisory authority.

If necessary, WeeeDoIT will take all necessary measures to limit the effects of such a breach and will inform the Client.

6. Client Obligations

The Client declares and guarantees that it will comply with all its obligations as a data controller under the GDPR and all applicable data protection regulations in accordance with this Annex.

The Client is solely responsible for the accuracy and integrity of the personal data provided to WeeeDoIT under this Annex.

The Client guarantees WeeeDoIT that it holds all rights to the personal data covered by this Annex or, failing that, that it has all necessary authorizations.

The Client undertakes to inform WeeeDoIT of any changes to its personal data processing that may impact WeeeDoIT’s implementation and compliance with this Annex.

7. Subsequent Subcontracting

WeeeDoIT is authorized to use subsequent subcontractors to entrust them with the execution of all or part of the service provision covered by this Contract.

WeeeDoIT undertakes to enter into a written contract with any subsequent subcontractor and ensures that it provides the same guarantees as those set out in this Annex.

WeeeDoIT remains fully responsible vis-à-vis the Client for the actions of its subsequent subcontractors.

WeeeDoIT informs the Client of any planned changes concerning the addition or replacement of a subsequent subcontractor, thus giving the Client the opportunity to object to these changes. Such objections must be justified to WeeeDoIT, for example, due to ongoing litigation or potential conflict of interest.

8. Data Transfer

If WeeeDoIT, as part of its service provision, transfers the Client’s personal data outside the European Economic Area, and after conducting a satisfactory Transfer Impact Assessment, they will only be processed by subsequent subcontractors who:

– are located in a country or third territory recognized by the European Commission as providing an adequate level of protection; or

– have concluded standard contractual clauses with WeeeDoIT; or

– have implemented other appropriate protective measures recognized by law, such as binding corporate rules.

9. Audit

During the execution of the Contract, the Client has the option, at its expense and within a reasonable timeframe, to conduct an audit to verify the compliance of the services performed under this Annex by WeeeDoIT on its behalf, limited to once (1) per contractual year.

The audit may be conducted by the Client or through an independent auditor known for their expertise, not competing with WeeeDoIT’s business activities.

If an external auditor is used, they must be selected by the Client and subject to WeeeDoIT’s prior approval. They must have the required professional qualifications and be bound by a confidentiality agreement.

The audit start date, duration, and scope are defined by mutual agreement between the Parties with a minimum notice of thirty (30) business days before the planned audit start date.

The audit may only be conducted during WeeeDoIT’s business hours (from 9 a.m. to 6 p.m., Monday to Friday, excluding legal holidays) and in a manner that does not disrupt WeeeDoIT’s operations. Unless there is a legitimate and compelling reason, the audit duration may not exceed five (5) business days.

The audit does not include access to systems, information, or data not related to the processing performed under the Contract.

The Client bears all costs incurred by the audit, including, without limitation, the auditor’s fees and reimburses WeeeDoIT for all expenses and costs incurred by this audit, including the time spent on the audit at the average hourly rate of WeeeDoIT personnel who assisted in the audit.

WeeeDoIT undertakes to cooperate with the Client or any designated external auditor during their tasks.

An audit report will be sent to WeeeDoIT, which can provide its observations within ten (10) days.

The Parties acknowledge that all reports and information obtained during this audit are strictly confidential.

10. Data Handling at the End of the Contract

At the end of the Contract, or at the express request of the Client, WeeeDoIT undertakes either to delete or return all personal data in its possession and to proceed with their definitive deletion, subject to archiving and anonymization processes that may be applied to personal data and legal and/or regulatory obligations requiring the retention of said personal data.

The costs related to the return of personal data are borne by the Client and will be subject to a specific quote, established based on the volume of data existing at the date of the return request.

Upon completion of the return, WeeeDoIT undertakes not to keep any copies and to certify their destruction.

Contact Points / Points of Reference

The Client’s data protection officer or service responsible for personal data protection can be contacted at the following address: contact@weeedoit.com

WeeeDoIT’s data protection officer or service responsible for personal data protection can be contacted at the following address: contact@weeedoit.com