1. General provision

These Terms and conditions of purchase (“Terms and Conditions of Purchase”), along with the purchase order (“Purchase Order”) that they are attached to, when transmitted are an offer to purchase (“Offer”). “Provider’s” (which includes references elsewhere in the Offer to “Seller” or “Vendor”) acceptance is limited to the Terms and Conditions of Purchase embodied in this Offer. Upon Provider’s acceptance of the Offer, the Purchase Order along with these Terms and Conditions of Purchase shall comprise the “Agreement”. “Company” (which includes references elsewhere in the Offer to “Buyer” or “Renner Energies”) objects to and rejects every additional and/or different terms or conditions contained in: (a) Provider’s acknowledgment of this Offer; (b) any other Provider’s response to this Offer; and/or (c) any other communication or document relating to this Offer. Provider agrees to and acknowledges all Offer’s Terms and Conditions of Purchase by proceeding with delivery of Goods and/or Services. No addition or modification to these Terms and Conditions will be binding on Company unless agreed to in writing signed by an authorized representative of Company and Provider.

Company’s acceptance and/or use of Goods or Services provided hereunder shall not constitute Company’s acceptance of any terms or conditions in addition to or different from those provided in the Offer and incorporated into this Agreement.

Company or Provider can both be referred as a “Party” individually or “Parties” together.

2. Legal name of the Company

If not mentioned otherwise on the Purchase Order, the full legal name of the Company is the following:

For France :

Renner Energies France

490 576 865

85, Avenue Président J.F. Kennedy

33700 Mérignac

France

For Belgium :

Renner Energies SA

TVA BE : 0884.428.578

Arnould Nobelstraat 42, boîte 3

3000 Leuven

Belgium

3. Object of the Agreement

The Provider shall deliver all material, goods and services as described in the Purchase Order (hereinafter referred to as “Material”, “Goods” or “Services”).

4. Change in orders

The Company may make changes to the Offer and Agreement, such as in drawings, specifications, quantities, delivery schedules, or methods of shipment or packaging, which shall be authorized only by Company’s properly executed change order or purchase order revision (either a “Change Order”). If these changes result in an increase or decrease in costs or a change in delivery timelines, an equitable adjustment to the price and/or delivery schedules shall be negotiated in good faith between the Parties. The Parties will endeavor to reach an agreement on this adjustment within a reasonable period. In the event of a persistent disagreement on the equitable adjustment, either Party may terminate the Agreement or the relevant purchase order without the Company incurring any liability. The Provider must submit any request for an equitable adjustment within ten (10) days of receiving the change order. After this period, the change order will be incorporated into the Agreement without further adjustment unless otherwise agreed by the Parties. Purchase Orders and Change Orders are collectively referred to as “Order”. The Company is not liable for any manifest errors in the Purchase Order, subject to rectification within a reasonable time after their discovery.

​​​​​​​5. Prices

Prices are indicated in the Offer and Orders. Prices are fixed and cannot be modified on the basis of e.g., economic or social fluctuations, except those specified in the Agreement. Each amount stated as payable by the Provider under the Agreement is inclusive of all possible taxes, duties or similar charges, but exclusive of the VAT. The Provider shall be liable for and pay all other taxes, duties or similar charges of any nature whatsoever levied, assessed, charged or collected, for or in connection with the subject matter of this Agreement. Indeed, the price of the Materials, Goods and/or equipment shall include the transport and delivery of the Materials, Goods and/or equipment duly packed and delivery duty paid (customs formalities, if any, and ‘All Risks’ transport insurance included) to the address mentioned in the Order, in accordance with the version of Incoterms applicable at the date of conclusion of the Agreement.

​​​​​​​6. Transport and delivery

A. Transport and unloading

The Provider shall transport the Goods or Materials ordered to the delivery address provided by the Company and shall be responsible for unloading, unless explicitly stated otherwise in the Order. The Provider shall provide the necessary staff and equipment for the unloading. The Provider shall ensure that the packaging is appropriate to the delivered Materials or Goods, considering the means of transport used and the storage available. All shippers and transporters of hazardous materials to and from any facility of the Company must comply with the specific regulation and standards. This includes the development and implementation of transportation security plans and employee training.

B. Terms of delivery

If not specified in the Order, the Provider has to deliver the Goods and Materials within a fourteen (14) calendar days period.

C. Spare parts

Any spare parts provided shall be subject to a warranty period in accordance with these Terms and conditions of Purchase.

D. Inspection

Goods purchased hereunder shall be subject to Company’s count, inspection, and testing at any reasonable time and from time to time before, during or after manufacture or delivery. Notwithstanding any payment that may be made, no Goods or Materials are to be deemed accepted until Company has had a reasonable opportunity to inspect and test them. If any inspection or test is to be made on the Provider’s premises, Provider without additional charge shall provide all reasonable facilities and assistance for the safety and convenience of the inspectors in the performance of their duties. Company reserves the right to send an inspector into Provider’s plant to inspect material or equipment made to Company’s specifications at any stage in the process of manufacture without waiving the right of subsequent rejection on account of undiscovered or latent defects.

​​​​​​​7. Invoicing and payment terms

A. Invoicing

The Provider shall comply with all governmental rules and regulations applicable to invoicing in the country in which the Company is registered.. In addition, the Company’s invoicing requirements are as follows:

1. Invoices must include the following information: Agreement reference, Order number(s) and line item numbers; work description, quantity, unit price and price extension; taxes if applicable; total invoiced amount; invoice period by actual dates; for work performed on a time and material basis, details showing the breakdown of Provider’s employees’ titles/job classifications and hours and days worked; Offsite and travel hours are to be segregated from on-site work time; subcontractor’s invoice (as applicable), delivery ticket or other relevant documentation. Provider is responsible for verifying the accuracy of all subcontractors’ documentation, prior to submittal to Company as well as any other information required by article L. 441-9 of the French Commercial Code where the Company is located in France
2. The Provider shall send its invoices by e-mail and cc the project manager :

For France : invoices.fr@renner-energies.com

For Belgium : invoices.be@renner-energies.com

3. The invoice shall bear the following postal address :

For France :

Renner Energies France

490 576 865

85, Avenue Président J.F. Kennedy

33700 Mérignac

​​​​​​​France

For Belgium :

Renner Energies SA

TVA BE : 0884.428.578

Arnould Nobelstraat 42, boîte 3

3000 Leuven

Belgium

4. One invoice shall be sent per e-mail, within one individual PDF file, with systematic mention of the Company’s Purchase Order reference, the relevant period of invoiced services, the invoice number and the Company’s VAT number.
5. The project manager should be in copy of the e-mail sending an invoice. The Purchase Order and invoice number shall be mentioned in the “Subject” field of the e-mail.

The Provider shall maintain complete and accurate records of, and supporting documentation for, all amounts billable to, and payments made by the Company under the Agreement, in accordance with generally accepted accounting principles applied on a consistent basis and shall retain the records for each invoice for at least five (5) years from the date that invoice was received by the Company.

B. Payment terms

Company shall make payment in accordance with terms of payment specified on any Order from the date of receipt of invoice. The Provider’s invoices shall be paid in full after complete and satisfactory execution of the deliveries based on the corresponding performance sheets or delivery documents, duly signed by the relevant Company’s representative. Under no circumstances shall full or partial payment by the Company be considered equivalent to approval and/or acceptance of the Materials, Goods or Services. Unless provided for otherwise in the Order, the Company shall have a period of forty-five (45) days from the date of receipt of a correct and undisputed invoice to make payment. In case of late payment, the Provider is entitled to compensation and/or penalties at the legal interest rate in force in the country in which the Company is registered.

The Provider shall timely submit invoices within maximum three months of delivery of Goods or Services. Failure to submit invoices to the Company on a timely basis may result in nonpayment, at Company’s discretion. All claims for money due or to become due from Company shall be subject to deduction or offset by Company by reason of any counterclaim arising under this Agreement. The Company may withhold or, on account of subsequently discovered patent or latent defect, nullify all or a part of any of Provider’s payment requests to such extent as Company may deem necessary to protect it from loss on account of, but not limited to: (a) defective Goods not remedied; (b) claims filed or reasonable evidence indicating probable filing of claims; or (c) Provider’s failure to make payment properly to subcontractors for material or services.

​​​​​​​8. Duration of the Agreement

The Agreement is concluded for the duration stipulated in the Order. It shall end ipso jure on the date indicated in the Order or, if no date is indicated, upon (final) complete and satisfactory delivery of the Goods and Materials or completion and acceptance of the Services. The Agreement shall enter into force on the date indicated in the Order or, if no date is indicated, on the date of signature of the Offer. The Agreement cannot be renewed by tacit extension, unless otherwise indicated in the Order. Unless provided otherwise in the Order, the Company may cancel the Agreement at any time, without providing justification, by notifying the Provider of the cancellation by registered letter. The notice period shall be of thirty (30) Days. The notice period begins on the day after the day on which the registered letter is delivered at the post office. In the event that the Agreement is cancelled, the Company shall reimburse the Provider for the Services, Goods and Materials delivered up to the date of cancellation or suspension (only the earlier of these two dates shall be taken into account). The Company shall not owe the Provider any further compensation.

​​​​​​​9. Force Majeure

A. Definition

For the purposes of the Agreement, “Force Majeure” includes, but is not limited to: natural disasters, strikes, lock-outs, decisions by the government or any other authorised body or its representatives (whether legally valid or not), wars, uprisings, rebellions, landslides, fires, floods, earthquakes and explosions, subject to such event being unforeseeable and not caused by misconduct or negligence by either Party and any event as defined under Article 1218 of the French Civil Code or Article 5.226 of the Belgian Civil Code depending on the country in which the Company is registered.

B. Consequence of Force Majeure

A Party who invokes Force Majeure must:

1. immediately inform the other Party of the event or circumstances leading to Force Majeure, provide in good faith all available information on the cause of the event and estimate how much time will be required for the Force Majeure situation to be lifted; and
2. immediately take all measures possible (within reason) to rectify the situation preventing it from meeting its obligations as soon as the circumstances arise and minimise the damage caused by the situation.

If one of the Parties is completely or partially unable to meet its obligations under the Agreement because of Force Majeure, then that Party’s obligations shall be suspended until such time as and to the extent that the Force Majeure situation (no longer) influences its ability to meet its obligations.

Either of the Parties may terminate the Agreement by registered letter, without being required to pay any form of compensation to the Party affected by Force Majeure, if:

(i) execution of the Agreement has become completely impossible; or

(ii) the suspension of activities due to the Force Majeure situation continues uninterrupted for more than thirty (30) calendar days.

​​​​​​​10. Intellectual Property

The Provider shall pay all royalties and license fees associated with providing the Goods and Services mentioned in the Order. The Provider warrants that the sale or use of Goods and Services under this Agreement will not infringe any intellectual property rights in the European Union, or elsewhere. The Provider shall indemnify, defend, and hold harmless the Company, its successors, assigns, and customers against any losses, liabilities, claims, demands, damages, and expenses (including attorneys’ fees) arising from any breach of this warranty.

The Provider grants the Company a license to use the Materials, Goods and Services for the duration of the intellectual property rights protection. If any part of the Goods or Services is claimed to infringe, the Provider shall, at its cost, either: (a) secure for the Company the right to use the Goods and Services, or (b) replace or modify them to be non-infringing.

If the Goods are ordered and specifications are provided by the Company (for a design, drawing, logo etc.), copyrights shall transfer from the Provider to the Company upon delivery. This includes all rights necessary for full use, including reproduction, distribution, and modification. The Provider agrees to execute any necessary documents for this transfer.

The Provider waives its moral rights, including the right to object to changes or demand credit when the Company or authorized third parties use the intellectual Material. Any differing arrangement must grant the Company sufficient rights for its purposes. Compensation for the transfer of Intellectual Property Rights is included in the agreed price in the Order.

The Provider shall assist the Company in exercising its rights and warrants that all Material and intellectual property rights attached thereto are legal and do not infringe third-party rights. The Provider indemnifies the Company and authorized third parties against any infringement claims. The Provider shall not, other than for the purpose of performing the Agreement, take or permit to take any photographs or other images of the whole or any part of any property of the Company, nor keep any physical or virtual model thereof, nor share any such photographs or other images on social media without having obtained written approval in advance by the Company. This Article shall outlast the other provisions of the Agreement and will therefore remain in force after termination of the Agreement, regardless of the manner of termination.

​​​​​​​11. Transfer of ownership of the Goods

Without prejudice to the rights and obligations of the Parties to the Agreement, the transfer of ownership of the Goods and Materials ordered (or part of it) to the Company shall take place at the time of delivery or upon payment by the Company (if that takes place earlier) of the total amount or of a deposit. Notwithstanding the foregoing, the risk, including the risk of wear and tear and loss of the material caused by transportation, storage and/or unloading and stacking, which is done under the Provider’s responsibility, shall not be transferred to the Company until the Materials or Goods have been delivered in accordance with the Agreement.

​​​​​​​12. Warranty

The Provider warrants that it has perfect knowledge of the delivered Materials and Goods and its purpose and warrants that the delivered Materials or Goods will have no faults or hidden defects in its design, (basic) materials, operation, construction or assembly and that its performance will be satisfactory. The Company reserves the right to refuse to accept any delivery that is not compliant or that has the slightest defect. If the Goods or Materials are unsatisfactory or defective or are not compliant with the contractual specifications, the Provider shall, at its own expense and as quickly as possible, take back the delivery and, depending on the option chosen by the Company, immediately make any changes, repairs or improvements and/or provide the Company with an equivalent delivery and/or perform all or part of the delivery again, so that the Company has Materials and Goods that meet the specifications outlined in the Order, without prejudice to any other measure set out in the Agreement, including the right to demand compensation of its damage. The costs arising from any such intervention shall be borne exclusively by the Provider, including (but not limited to) the cost of the repair and/or the supply of the new replacement material, in compliance with the contractual provisions, the analyses carried out to ascertain the defects, and transportation of the defective or non-compliant Materials or Goods and of the new replacement Materials or Goods supplied. If the Provider refuses or fails to meet its warranty obligations or if urgency requires, the Company may, after issuing a formal written notice that does not yield a satisfactory result after ten (10) working days, terminate the Agreement and either execute the Agreement itself or have a third-party replace the Provider, at the Provider’s expenses and risks, without any judicial intervention.

The “Warranty Period” shall extend to the earliest of the following dates:

(i) twenty-four (24) months after the Materials or Goods have been successfully started up (for Materials or Goods subject to inspection, the start-up date shall be stated in a specific acceptance report); or

(ii) twenty-four (24) months after satisfactory delivery or, in the case of multiple deliveries, after the last delivery date;

in accordance with the Order and insofar as the deadlines are not exceeded for reasons attributable to the Provider.

If, during the Warranty Period, all or some of the Materials or Goods are unavailable, the Warranty Period for the entire Order shall be extended by the combined length of all the periods of unavailability.

​​​​​​​13. Liability

The Provider shall be fully liable for any damage or loss caused by the Materials, Goods and/or Services provided under this Agreement, including:

Breach of Warranty: The Provider warrants the Goods and Services to be free from defects and conform to specifications. The Provider shall, at the Company's option, repair or replace defective Goods or re-perform Services at no cost to the Company.

Indemnification: The Provider shall indemnify and hold harmless the Company from any losses, liabilities, damages, costs, and expenses (including attorneys’ fees) arising from:

• Defects in the Goods or Services.
• Intellectual property infringement claims.
• Acts or omissions of the Provider and its agents.

Product Liability: The Provider shall be liable for any injury, death, or property damage caused by the Goods or Services and shall maintain adequate insurance coverage.

Each Party shall seek to limit the damage as much as possible, whether resulting from its own failure or the failure of the other Party.

​​​​​​​14. Insurance

In the light of its professional knowledge and taking account of the risks linked to its activities, the Provider shall ensure that its contractual, extra-contractual and professional liability are all sufficiently insured. The Provider’s activities when delivering any Goods or Materials, as well as after the delivery, must be covered by an insurance policy with a leading insurer. The Provider shall produce, after written request from the Company, a certificate from its insurer stating all the insurance it holds to cover its liabilities. In particular, the Provider shall be insured throughout the life of the Agreement by a valid insurance policy guaranteeing its professional and civil liability and covering the pecuniary consequences of bodily injury, material and immaterial damage caused to third partes and to the Customer within the scope of the Agreement. In this respect, the Company may at any time demand to see the relevant certificate from the Provider’s statutory insurer declaring that the statutory insurer waives all recourse against the Company, its authorised representatives and its agents.

​​​​​​​15. The Provider’s staff

The Provider shall use qualified, experienced and honest staff in the delivery of the Goods and Materials or provision of Services. The Provider and its staff shall remain completely independent of the Company under all circumstances and may never be considered as being employed by the Company. The Provider shall retain full control over its own staff and shall be responsible for them. The Provider undertakes, when executing this Agreement and, more generally, performing its activities, to comply with all the legal obligations applying to it and its activities, including, but not limited to, the obligations regarding social security, tax obligations and safety and well-being at work, the allocation of a minimum wage to its employees, the payment of wages to its employees, the obligations regarding the environment and the protection thereof, the prohibition of involvement in or acceptance of practices such as private or public corruption, the obligations relating to the employment and residence of foreign employees, and so on. Proof of compliance with the applicable legal obligations must be presented at the Company’ request. Furthermore, the Provider guarantees that it neither employs nor will employ any foreign workers residing illegally in Belgium, as described in Article 3 of the Act of 11 February 2013 on sanctions and measures against employers of third-country nationals staying in Belgium illegally (Belgian Official Gazette of 22 February 2013). In addition and as the case may be, the Provider further undertakes to comply with the Act of 5 March 2002 on the working, remuneration and employment conditions (Belgian Official Gazette of 13 March 2002) if the Provider is established abroad.

If the Provider employs staff in France, it undertakes to comply with social legislation relating to the fight against illegal employment (Articles L. 8211-1 et seq. and Articles R. 8211-1 et seq. of the French Labor Code) and foreign labor (Articles L. 8251-1 et seq. and R. 8252-1 et seq. of the French Labor Code).

​​​​​​​16. Administrative authorisations and permits

Unless provided for otherwise in the Order, the Provider is responsible for obtaining any prior authorizations and permits required by the relevant authorities and/or authorized approval bodies for the delivery of the Goods, Materials or provision of the Services.

​​​​​​​17. Independence

No element of the Agreement may be interpreted as making one Party the agent or distributor of the other or creating a joint venture or any other type of relationship authorizing one Party to represent the other in dealings with third parties. Each of the Parties shall remain independent of the others. Neither the Provider nor any staff member appointed by the Provider to execute the Agreement shall be an employee, partner, agent, proxy or legal representative of the Company.

​​​​​​​18. Entire Agreement

These Terms and Conditions of Purchase, together with the Order constitute the entire Agreement and understanding of the Parties and supersede any previous agreement between the Parties in respect of its subject matter.

​​​​​​​19. Proof

The Parties accept that electronic communications and backups might be used and serve as valid proof.

​​​​​​​20. Confidentiality

The Parties undertake to respect the confidential nature of the confidential information, data or documents and not to reveal them to third parties without the other Party’s prior written agreement.

The Provider recognizes in particular the confidentiality of the information relating to software, databases, directories, customers, financial projections and budgets, price lists, research and development activities and the Company projects as well as all information relating to the operation of the Company system and to its security procedures it would become aware of. The Provider undertakes to use this information exclusively for the performance of this Agreement and to limit access to confidential information to its employees and subcontractors on a need-to-know basis and provided that they are bound in writing to the same obligation of confidentiality as that set forth in this Agreement. The Provider is nevertheless the guarantor ("porte-fort") of the confidentiality duty of all personnel and subcontractors receiving confidential information.

The Company may at any time require from the Provider, its employees and subcontractors to sign a confidentiality agreement that is distinct from this Agreement.

The Provider shall, in particular, make all reasonable efforts to:

• use a level of care not less rigorous than that taken to protect its own confidential information of a similar nature to keep confidential, and to prevent any unauthorized disclosure of any confidential information, use such confidential information only in connection with this Agreement;
• not make any commercial use of such confidential information for the benefit of itself or any third party beyond the scope of this Agreement;
• not make any such confidential information, or parts thereof, available to any third party, except to its own employees to the extent necessary for the purposes of the Agreement and on a need-to-know basis; and
• not disclose the confidential information, nor realize reverse engineering nor any similar steps, of the Company’s products and services nor use the mentioned information for a purpose the information is not provided for, without the prior written consent of the Company.

The confidentiality obligation does not apply to information:

• which is already in the public domain other than through breach of the above-mentioned obligations of non-disclosure and non-use; or
• which is subsequently lawfully obtained by the Provider without breach of the above-mentioned obligations of non-disclosure and non-use; or
• which is approved by the Company in writing, for release; or
• which is disclosed by the Provider in compliance with a legal requirement of a government agency or otherwise where disclosure is required by force of law, provided always that the Provider should, to the extent reasonably possible whilst complying with the applicable legislation, notify the Company of such requirements prior to any such disclosure and provide the Company with a reasonable opportunity to contest the requirement to disclose the information or to limit the extent of the disclosure.

The Provider’s obligations of confidentiality shall remain in force until the earliest of the following moments: (i) the expiry of a period of ten (10) years after the end of this Agreement, or (ii) the date the confidentiality of the information has lapsed in accordance with this Agreement.

​​​​​​​21. Subcontracting

Should the Provider wish to call on subcontractors for the performance of parts of this Agreement, it shall have to (i) ensure that such subcontractors meet the expertise’s requirements and are capable to meet all the obligations under the Agreement and (ii) obtain the Company’s written permission, such permission not to be unreasonably withheld. The Provider shall in any event conclude an agreement with the subcontractor providing for specific obligations upon the subcontractor to meet the requirements under the Agreement and the Provider shall remain entirely liable for all acts of its staff and subcontractors.

​​​​​​​22. Invalid clause

Should any provision of these Terms and Conditions of Purchase be or become ineffective, or should one of the clauses be invalidated, then such shall be without prejudice to the effectiveness of the remaining provisions. The Parties shall be obligated to replace the ineffective provision with one that most closely meets the ineffective provision’s economic purpose.

​​​​​​​23. Use of personal data

“Personal Data” relating to either Party (name, surname, position, contact details of staff, projects or clients) are processed by the other Party in accordance with the General Data Protection Regulation (GDPR) and any applicable implementation rules for the needs of the performance of present Agreement: (i) to enable the performance of the Agreement and its follow-up by both Parties, including Material, Goods and Services acceptance, invoicing and payment; (ii) to enable each Party relevant staff to contact the other Party relevant staff, as required for the proper performance of present Agreement.

The provision of the Personal Data relating to the other Party staff is a requirement for entering and performing this Agreement.

Personal Data relating to the other Party staff can also be processed by each Party based on its legitimate interest to run its usual business :

• for security reasons and to prevent fraud,
• for internal monitoring of Agreement performance,
• to inform the other Party staff on and/or request consent for any possible additional purpose of processing.

Where strictly necessary, the Personal Data relating to the other Party staff may be communicated to the following third-parties :

• the group to which belongs the concerned Party, for monitoring and reporting purposes,
• BPOST or any similar company in charge of delivery of letters or parcels,
• the public administrations in charge of tax and social security, the accountants of the Parties, to ensure compliance with the concerned Party legal obligations.

The Personal Data relating to the other Party staff shall be stored for no longer than 10 years after the termination of the Agreement.

Any transfer of the Personal Data relating to the other Party staff outside of the European Union is subject to the strict compliance with the requirements set forth in the GDPR, i.e. implementation of all appropriate measures through the signature of a contract with the recipient, based on the standard clauses edited by the European Commission (this contract being available for review at the head office of the concerned Party).

Each Party or its staff may (upon request dated and signed sent by e-mail to the other Party with the proof of the data subject identity) obtain, free of charge if it is a reasonable volume, the written communication of processed Personal Data and the portability of the data, as well as, where appropriate, rectification, restriction of processing, deletion of those which are inaccurate, incomplete or irrelevant. The application is considered as dismissed where no action has been taken on the application within 30 days of the request. You may apply to or lodge a complaint with :

For France :

The Commission Nationale de l’Informatique et des Libertés

(CNIL - Service des Plaintes - 3 Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07).

For Belgium :

The Belgian Data Protection Authority

(Rue de la presse 35, 1000 Brussels – contact@apd-gba.be - Tel. + 32 2 213 85 40 – Fax + 32 2 213 85 65).

The Provider shall comply with all data protection and privacy laws applicable to it and shall not, by any act or omission, put the Company in breach of any data protection or privacy laws in connection with this Agreement. More specifically, while accessing Personal Data in the performance of this Agreement, the Provider shall act only as a data processor. The Provider shall therefore only access and process Personal Data on behalf of the Company, following the Company’s written instructions and for the sole purpose of performing this Agreement.

Where the Provider processes Personal Data under this Agreement it shall in particular:

• take appropriate technical and organizational measures against the unauthorized or unlawful processing of the Personal Data and against actual loss or destruction of, or damage to, the Personal Data. Such measures shall provide a level of security which could be considered as appropriate considering the technical standards and the kind of personal data processed. The Provider shall cooperate fully with the preparation of a data protection impact assessment as well as with regular updates of the assessment and, if and when necessary, will adjust its technical and organizational measures free of charge in accordance with the findings of the assessment;
• process the Company’s Personal Data only in accordance with and for the performance of this Agreement and shall keep Company’s Personal Data (physically and logically) separate from any data belonging to a third party ensuring that Company’s Personal Data is under no circumstances combined or mixed with any other data;
• provide the Company with a full and clear description, in a transparent and understandable manner, of the manner in which the Provider processes Personal Data;
• refrain from disclosing the Personal Data such as specified in the applicable law and with the Regulation (EU) 2016/679 to any third party except in accordance with the instructions of the Company or as otherwise required by law or any relevant regulatory body;
• notify to the Company any request or notice from a data subject exercising his rights under data protection legislation and comply with the Company’s instructions with respect to the request or notice;
• not disclose Personal Data directly or indirectly to any person, company or governmental entity. If such disclosure is necessary for the proper processing of Personal Data, this may only occur after prior written permission of the Company and then only under a full obligation of confidentiality;
• inform its employees and agents of the obligations resting on the Provider with regards to Personal Data;
• notify immediately to the Company any security breach, incident or any other non-compliance with the requirements which may affect the security, confidentiality or integrity of the Company’s Personal Data, and sharing with the Company any useful information on the origin, scope and consequences of the problem, so that the Company is in a position to comply with the requirements of the data protection legislation regarding (1) information of the competent authorities and of the data subjects, and (2) the implementation of all necessary remedies;
• implement without any delay all remedies requested by the competent authorities or the Company following security audit to fix any security breach and/or mitigate the risks associated to said security breach.

The Provider shall not process or transfer Personal Data outside of the European Union except with the Company’s explicit prior written permission. The Provider shall ensure that no access to the Personal Data by a third-party results in any manner in the transmission of Personal Data outside of the European Union.

The Provider guarantees that it shall maintain its security measures, ensuring that they are both organizationally and technologically up to date and adequate. At regular intervals, the Provider shall, or shall have, its security measures examined with the aim of verifying their adequacy for the protection of the Personal Data.

Upon lapse or termination for any reason whatsoever of this Agreement, at first request from the Company, the Provider shall delete all copies of Personal Data stored or processed.

The Provider shall reasonably cooperate with audits carried out by or on behalf of the Company and shall grant the Company’s auditors free access to those premises and devices involved with the processing of Personal Data.

The Provider shall indemnify and hold the Company harmless for any and all expected or unexpected losses, damage, costs, injury, charges, expenses, fees (including reasonable attorney fees), fines or penalties, and other liabilities resulting from any claim or action brought against the Company with respect to a breach or alleged breach of any data protection or privacy laws. No limitation of liability shall apply in that case.

​​​​​​​24. Law and jurisdiction

These Terms and Conditions of Purchase and the Agreement shall be governed by and shall be construed in accordance with the law of the country in which the Company is registered. Unless a mandatory provision of the law in the country in which the Company is registered states otherwise, each Party agrees to submit all dispute arising out or in connection with the Agreement to the exclusive jurisdiction of :

• the courts within the jurisdiction of the Bordeaux Court of Appeal, if the Company is registered in France;
• the French speaking courts of Brussels, Belgium, if the Company is registered in Belgium.