General conditions of sale

ARTICLE 1 — Scope

These general conditions of service (the “CGS”) constitute, in accordance with article L.441-6 of the Commercial Code, the unique basis for commercial negotiation. Their purpose is to define the conditions under which QualiSocial, a simplified joint stock company with a capital of 10,000 Euros, registered with the Paris Trade and Companies Register under number 801 441 338, whose head office is located 1-3 rue d'Enghien — 75010 Paris — 75010 Paris (“QualiSocial”) provides professional customers (“Customers or the Customer”) who request it, via the QualiSocial website. Social, by direct contact or via a paper medium, in particular the following services (the “Services”):

— Hotlines: provision of hotlines and psychological support with a toll-free number allowing you to be accompanied by a psychologist;

— Psychological permanence: presence of a psychologist on Clients' site (s) to support people in difficulty;

— Crisis management: psychological care for people who witness a psycho-traumatic event;

— Training of people in the prevention of psycho-social risks (on Clients' premises);

— Audit and study: evaluation of the impact of a change in terms of psycho-social risk

They apply, without restriction or reservation, to all Services provided by QualiSocial to Customers, regardless of the clauses that may appear on the Customer's documents, and in particular its general conditions of purchase. In accordance with the regulations in force, these CGS are systematically communicated to any Customer who requests them, to allow them to place an order with QualiSocial.

Any order for Services implies, on the part of the Customer, the acceptance of these CGS and the general conditions of use of the QualiSocial website.

The information in the catalogs, brochures and prices of QualiSocial is given for information purposes only and can be revised at any time. QualiSocial is entitled to make any changes it deems useful.

QualiSocial reserves the right to derogate from certain clauses of these CGS, depending on the negotiations conducted with the Customer, by establishing a specific service provision contract.

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ARTICLE 2 - Orders

2.1 Sales of Services are only perfect after the establishment of a quotation signed by the Customer and the express and written acceptance of the Customer's order by QualiSocial.

2.2 Any changes to the order requested by the Customer will be taken into account, within the limits of the possibilities of QualiSocial, if and only if, they are notified in writing, at least twenty (20) days before the scheduled date for the provision of the Services ordered and after signature by the Customer of a specific order form as well as an adjustment of the price if necessary.

2.3 In the event of cancellation of the order by the Customer after its acceptance by QualiSocial, for any reason whatsoever except force majeure, the deposit paid with the order, as defined in article 4 of these GCS will automatically be acquired by QualiSocial and cannot give rise to any refund. If, for any reason whatsoever, a deposit has not been paid, an amount corresponding to 30% of the total price excluding VAT of the Services will be acquired by QualiSocial and invoiced to the Customer, as damages, in compensation for the damage thus suffered.

ARTICLE 3 — Prices

3.1 Tariff revisions

The rates will be revised on January 1 of each calendar year at the end of the Initial Contract Period.

The price revision will be carried out according to the following formula:

Pn = Po x (In/IO)

In which

Pn = represents revised prices

Po = represents initial prices

In = represents the last SYNTEC index known on the day of the price revision

Io = index of the month preceding the first price revision then index of the previous revision.

In the event of the disappearance of the SYNTEC index, the Parties will jointly determine the new reference. This new index should be chosen so that it is as close as possible to the disappeared index and that it respects the spirit of the Parties.

In any event, the application of the revision formula cannot lead to a reduction in prices.

The new price will be applied to all Services performed after the date of the price revision.

3.2 The Services are provided at QualiSocial's rates in force on the day the order is placed, according to the estimate previously established by QualiSocial and accepted by the Customer, as indicated in article 2 above. The rates are net and exclusive of tax.

3.3 An invoice is drawn up by QualiSocial and given to the Customer each time Services are provided.

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ARTICLE 4 — Conditions for payment, deferral and cancellation of benefits

4.1 Payment deadlines

A deposit corresponding to 30% of the total price of the Services ordered is required when the order is placed.

The balance of the price is payable 30 days at the end of the month, on the day the said Services are provided. QualiSocial will not be required to provide the Services ordered by the Customer if the Customer does not pay the price under the conditions and according to the terms and conditions indicated in these CGS.

No discount will be applied by QualiSocial for payment before the date shown on the invoice or within a period less than that mentioned in these GCS.

4.2 Late payment penalties

In the event of late payment and payment of amounts due by the Customer beyond the period set out above, penalties in an amount equal to three times the legal interest rate of the amount including VAT of the price of the Services appearing on the said invoice, will automatically and automatically be acquired by QualiSocial, without any formality or prior notice of default.

Late payment will result in the immediate payment of all amounts due to QualiSocial by the Customer, without prejudice to any other action that QualiSocial would be entitled to bring, as such, against the Customer.

In the event of non-compliance with the payment conditions set out above, QualiSocial also reserves the right to suspend or cancel the provision of the Services ordered by the Customer, to suspend the execution of its obligations and to cancel any discounts granted to the latter.

4.3 Cancellation/Postponement Penalties

Any cancellation or delay can be made by sending an email. In the event of cancellation/delay of the training, audit, on-site attendance or crisis management service, fees will be invoiced as follows:

• If the cancellation/deferral takes place between 15 days and one week before the scheduled date of completion, the planned intervention is invoiced up to 50%

• If the cancellation/deferral takes place one week before, the intervention is 100% invoiced

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ARTICLE 5 — Responsibility

5.1 Responsibility

QualiSocial assumes a mission of advice and assistance, which cannot replace the decisions of the Customer, for which the latter is and will remain solely responsible.

QualiSocial is bound by an obligation of means in terms of the delivery and implementation of the Service, taking into account in particular the hazards existing in particular (i) in the collection of the necessary information from the Customer and its collaborators (and the existence or non-existence of the latter's collaborative will with QualiSocial) and (ii) in the implementation of QualiSocial's recommendations by the Customer.

5.2 Limitation of liability

Each party excludes any liability for any reason whatsoever for any indirect damage of any nature whatsoever and in particular for the consequences of damage caused to persons or to property distinct from the object of the Contract, as well as from the recourse of third parties, or for damage originating from or being the consequence of the Contract, even if the other party has been notified in advance. In this respect, QualiSocial cannot be held responsible for a judicial decision that would call into question, for any reason whatsoever, the restructuring and/or the related employment protection plan, it being specified that the Customer is solely responsible for the implementation of QualiSocial's evaluations and recommendations that he validates as part of the Service.

The civil liability of each party may only be incurred in the event of direct acts performed in the context of the execution of the Contract and for the only case where it is established that these acts would be the exclusive cause of the alleged damage and which would result from gross negligence.

In any event, the total amount of compensation that one or other of the parties may be required to pay to the other party may not exceed the amount of the price of the Service under the Contract, regardless of the legal basis of the claim and the legal proceedings initiated.

5.3 Exemption from liability

No party can be sought in the event of indirect damage.

QualiSocial cannot be held responsible for any consequences of the behavior or abstention of the Customer or an employee of the Customer.

The Customer cannot be held responsible for any consequences of the behavior or abstention of QualiSocial or a QualiSocial employee.

In the event of impossibility to perform the Service due to a case of force majeure, strike, strike, delay or incident in the implementation of the restructuring and/or the related employment protection plan, the responsibility of QualiSocial cannot be called into question by the Customer.

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ARTICLE 6 — Intellectual property right

QualiSocial remains the owner of all intellectual property rights on studies, reports, written materials, in particular training materials, etc., carried out (even at the request of the Customer) in order to provide services to the Customer. The Customer is therefore prohibited from any reproduction or exploitation of said studies, reports, written materials, especially training materials, etc., carried out without the express, written and prior authorization of QualiSocial, which may condition it to financial compensation.

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ARTICLE 7 - Personal Data

You can consult the data privacy policy of QualiSocial.

This policy applies both to the data collected concerning our current and future customers, and to the employees directly supported by QualiSocial.

QualiSocial and the Customers undertake to comply with all the provisions of Law No. 78-17 of January 6, 1978, relating to information technology, files and freedoms, and the European Directive CE/95/46 of October 24, 1995, relating to the protection of natural persons with regard to the processing of personal data and to the free movement of such data.

This includes, in particular, the declarations and authorization to the CNIL necessary, where applicable, concerning files (regardless of the type of paper or electronic medium) created or modified in their own information systems.

QualiSocial cannot be held responsible for the actions of its Customers that do not comply with Law No. 78-17 of January 6, 1978. If a breach of these obligations occurs, the Customer in question would be solely responsible.

QualiSocial is the sole owner of the files that it may create as part of the execution of its Services. It undertakes to comply with all regulations in force concerning the constitution, use and storage of these files. It also undertakes to take all necessary measures to guarantee the Customer and its employees total confidentiality of the data collected as part of these Services and stored in these files.

QualiSocial undertakes to comply with the obligations and recommendations issued by the CNIL, in particular requests for the correction, correction or deletion of data and/or processing that will be sent to it by Customers' employees for information concerning them. To exercise their rights, these employees may communicate their request to service-ecoute@qualisocial.com or directly by telephone via a toll-free number.

QualiSocial is prohibited from using these files for purposes other than the execution of the Services.

It is specified that Clients' employees may ask QualiSocial that no information allowing them to be identified, directly or indirectly, be recorded.

It is also specified that any file communication to the Customer can only be made after written authorization from the employee concerned, who will have previously been able to read the file, and that this transmission will be done in an “anonymized” form that does not include any element allowing the collaborator to be directly or indirectly identified.

QualiSocial undertakes to communicate to the Customer any request for disclosure of or access to data, which may have been made directly to him, regardless of the authority or person from whom it emanates. QualiSocial undertakes to take into account, without delay, requests for correction, correction or deletion of data and/or treatments sent to it by the Customer.

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ARTICLE 8 - Customer referencing

Unless the customer explicitly states otherwise, notified by letter with acknowledgement of receipt, QualiSocial reserves the right to include the name, corporate name or logo of the client company as a reference in the context of its commercial prospecting, external communication and advertising procedures.

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ARTICLE 9 — Dispute resolution

In the absence of an amicable agreement, following the proposal of QualiSocial or the Customer, by registered letter with acknowledgement of receipt accompanied by a period of 15 days in order to meet to reach an amicable resolution of the dispute, any disputes or disputes relating to the interpretation and execution of the contract and the present general terms and conditions of service will fall under the jurisdiction of the Paris Commercial Court.

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ARTICLE 10 - Acceptance by the Customer

These CGS are expressly approved and accepted by the Customer, who declares and acknowledges having perfect knowledge of them, and therefore renounces the right to rely on any contradictory document and, in particular, his own general conditions of purchase, which will be unenforceable against QualiSocial, even if he has been aware of them.

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ARTICLE 11 — Communication

QualiSocial sends a regular newsletter to all of its contacts. Subscription to this newsletter is automatic and applies to anyone who has communicated by email with one of the employees of QualiSocial. Unsubscription is done via a link contained in the newsletter and no future registration will be made without explicit request from the person who expresses the need for it.

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ARTICLE 12 — Terms of subscription to the hotline and renewal by tacit renewal

The subscription start date for the listening and psychological support unit is the one appearing on the estimate sent to the customer, or in the launch email sent by the project manager. The subscription is concluded for the initial period defined in the signed quotation.

At the end of this initial period, the subscription is tacitly and automatically renewed for a period of one (1) month at the current rate. The renewed subscription will be subject to the CGS in force on the date of renewal. However, the Customer may cancel the subscription by request before the expiration of the current subscription period. Any request for cancellation by the Customer will be confirmed by an email from QualiSocial. The cancellation will be effective from the anniversary date of the subscription.