ALGORA SA

TERMS AND CONDITIONS OF SALE

Version of 23/5/2025

1. Scope and definitions

1.1. These general terms and conditions of sale (hereinafter referred to as the "GTS") apply to all sales contracts concluded between ALGORA SA, whose registered office is located at 5, Zone Industrielle Grasbësch, L - 3370 Leudelange, G-D de Luxembourg and registered with the RCS under number B288571 (hereinafter referred to as the "Supplier") and any natural or legal person who purchases one or more products or services, submits a request for a quotation, places an order and/or enters into a contract with the Supplier (hereinafter referred to as the "Customer"). For Algora cloud services provided on a subscription basis, the Algora SaaS User Service Agreement (and its incorporated documents) prevails over these GTS on any inconsistent point.

1.2. These GTS apply exclusively. In any event, they exclude any general or special conditions of the Customer which the Supplier has not expressly accepted in writing.

1.3. "Party(ies)" means the Supplier and/or the Customer.

1.4. "Offer": means the offer of services formulated by a commercial proposal, an online quotation or any other document drawn up by the Supplier and describing the Services to be provided and their price.

1.5. "Special Conditions": refers to the specific provisions applicable to the Contract.

1.6. "Contract" or "Contractual Documents": means all of the following contractual documents: (i) the Purchase Order, (ii) the Special Conditions, and (iii) the General Terms and Conditions. In the event of difficulty of interpretation or contradiction between the aforementioned Contractual Documents, each document shall prevail over the next in the order in which they are listed above.

1.7. "Service(s)": refers in the broadest sense to all services, activities or supplies, whether tangible or intangible, provided by the Supplier for the benefit of the Customer within the scope of their contractual relationship.

2. Offer and contract conclusions

2.1. All Offers are subject to the GTS. By default and unless otherwise stated, an Offer is valid for 30 days. An Offer constitutes an indivisible whole, and the price of the elements it contains cannot be taken into account for a partial order unless the Offer explicitly states this possibility.

2.2. Contract conclusion date - the Contract is irrevocably concluded between the Parties as soon as the Customer accepts the Offer.

2.3. Entire Agreement - The Agreement expresses the entire agreement between the Parties with respect to the Services. It supersedes any prior agreement, proposal or communication relating to the subject matter of the Contract. The Parties expressly exclude the application of the Customer's general terms and conditions, in particular those which may appear on the acceptance of the Offer or on any other document issued by the Customer (in particular a purchase order), as well as any other condition, reservation, restriction or clause of the Customer, unless expressly accepted in writing by a person duly authorized to represent the Supplier.

3. Contract duration

3.1. The Contract is concluded for the duration stipulated therein. In the absence of a stipulated duration, the following rules apply:

3.1.1. If the subject of the Contract includes successive services, the Contract is concluded for a period of one (1) year from the date of conclusion of the Contract.

3.1.2. Unless otherwise stipulated, a fixed-term Contract shall be tacitly renewed for successive terms if the other Party so requests, three (3) months prior to the expiry of the initial term or the renewed term of the Contract.d'un (1) an, unless one of the Parties gives notice, by registered mail to

3.1.3. If the object of the Contract is the execution of a specific deliverable ("Project"), the Contract is concluded for the duration of the Project. The Contract shall terminate automatically upon complete fulfillment of all the mutual obligations of the Parties and of those directly or indirectly related to the execution of the Project.

3.2. Renewal terms and conditions - Any renewal of the Contract shall be made on the terms and conditions applicable immediately prior to renewal, except in the case of Services provided by third-party suppliers (in particular license providers), without prejudice to price adjustment in accordance with the price revision clause.

4. Terms and conditions

4.1. The Parties acknowledge that the Services, any service levels, prices and other elements relating to the Contract are dependent on the accuracy of the information provided by the Customer and the stated Assumptions as well as the Customer's compliance with its obligations.

4.2. The Customer shall cooperate fully with the Supplier and provide the Supplier with all information required in a timely manner to ensure proper performance of the Services and answers to questions, decisions and approvals reasonably requested by the Supplier to enable the Supplier to provide the Services. The Customer is responsible for ensuring that such information, responses and approvals are accurate, complete and adequate.

4.3. The Customer undertakes to put in place all the prerequisites and resources (including computer system connections and any access codes) required to carry out the Services.

4.4. The Customer shall ensure the necessary and sufficient availability of its personnel (or those of its partners) involved in the performance of the Contract.

4.5. Each Party undertakes to inform the other Party without delay of any event likely to interfere with the Services to be provided.

4.6. In general, except in the case of an expressly agreed obligation of result, the Supplier is bound by an obligation of means. In this case, it must use its best efforts to perform its obligations in accordance with good practice.

4.7. In the event of an expressly agreed obligation of result, the Customer understands and accepts that he is bound by an obligation of reinforced collaboration.

4.8. The Customer declares that he/she is perfectly and fully informed of all the characteristics and specific features of the products or services offered by the Supplier. The Customer acknowledges that the Supplier has perfectly fulfilled its obligation to advise and inform, and that the Customer has received all the information necessary to make an informed decision regarding the purchase of the products or services in question. The Customer expressly waives any claim arising from any misinterpretation or error on his part as to the characteristics or specific features of the products or services.

4.9. If the Customer consists of several natural persons and/or legal entities, each of these persons and/or legal entities is jointly and severally liable to the Supplier for the performance of the Contract.

4.10. The Supplier operates exclusively using its own tools, software and technologies in the performance of its services. No tools, software or systems supplied by the Customer will be used without the Supplier's prior written consent.

5. Place of performance - work regulations

5.1. Unless expressly specified otherwise, the Services are performed in Luxembourg at the Customer's address or at the Customer's site mentioned in the Contract or at one of the Supplier's sites.

5.2. Where Services are to be performed on the Customer's premises, the Customer shall provide the Supplier's employees with access to the premises and the facilities necessary for their work. The Customer shall inform the Supplier's employees of the work regulations, the requirements of the general regulations on protection at work and, more generally, of any safety measures in force within its organization and of any changes to these provisions. The Supplier's employees will comply with these measures.

6. Deadlines

6.1. The delivery and/or performance deadline for the Services mentioned in the Contract will be taken into account and respected as far as possible by the Supplier. Unless otherwise specified, delivery times are indicative.

6.2. If the Parties have agreed to a change in the content or scope of the Contract (such as additional work or changes in specifications), or if there has been a change in approach to the performance of the Contract, or if the Customer fails to fulfil its obligations under the Contract or fails to fulfil them on time or in full; the Supplier shall not be bound by any delivery date or period, or any delivery term or period, whether final or not.

6.3. The Supplier will only be deemed to be in default if the Customer has declared this in writing after the deadline has been exceeded and the Supplier has been unable to remedy the default within a reasonable period of time granted by the Customer. In such notice of default, the Customer shall describe the breach as fully and in as much detail as possible in order to give the Supplier the opportunity to respond as adequately as possible.

6.4. No compensation will be due to the Customer for the delay unless the Customer establishes that the Supplier's failure to meet a reasonable deadline beyond that communicated by the Supplier is attributable to gross negligence on the part of the Supplier, or that the Special Terms and Conditions agreed between the Parties stipulate that the deadline stipulated is mandatory. In the latter case, the compensation due by the Supplier for the prejudice established by the Customer will be 0.1% of the price (excluding taxes) of the set up (installation) of the project per day of delay, with a maximum amount equivalent to 5% of the price (excluding taxes) of the set up (installation) of the project. This indemnity is in full discharge of the Customer's liability and constitutes the Customer's exclusive remedy in the event of delay.

6.5. Deadlines are also automatically extended by a period equivalent to that during which the Supplier is delayed in carrying out its tasks due to delays caused by the Customer in fulfilling its obligations or prerequisites, or due to the Customer's lack of or insufficient cooperation.

7. Acceptance and commissioning

7.1. The Supplier shall notify the Customer electronically as soon as the project has been implemented or the Services have been delivered.

7.2. In the absence of other deadlines or terms specified in the Contract, if the Supplier does not receive any remarks from the Customer in writing following its notification within 10 working days, acceptance of the Services, deliverables or projects delivered by the Supplier is then irrevocably acquired. The Service is deemed accepted when Algora first makes production access available.

8. Prices and financial terms

8.1. Price - The financial terms are set out in the Offer.

8.2. Revision - The Supplier reserves the right to adjust prices during the term of the Contract in the event that new charges and/or costs arise for the Supplier, independently of the Supplier.

8.3. Taxes - Prices are quoted in euros. Prices do not include VAT and will be increased by the legal taxes in force on the day of invoicing.

8.4. Price list - When the Supplier provides a price list for hardware, software and maintenance in its Offer, these prices are not guaranteed for the duration of the Contract, unless explicitly stated as a price guarantee. They may be subject to upward variation by the Supplier's suppliers. These items will be invoiced at the price in force at the time they are ordered.

8.5. Exchange rates - Prices for hardwares, softwares and maintenance supplied to the Customer under the Contract may be subject to increase according to the variation of the exchange rate between the Euro and a foreign currency.

8.6. Fixed price - When the price for the Services is fixed, it is valid only for those Services which are described in the Contractual Documents as being included in the fixed price. Any new request by the Customer, modification or evolution of the Services is not included in the fixed price and will be subject to additional invoicing by the Supplier.

8.7. Management and overtime - Unless otherwise agreed, daily prices for Management Services are valid for 8-hour days worked during office hours (between 8am and 5pm). Tasks carried out in addition to these at the customer's request are invoiced at :

(i) 150% of the hourly rate for Services performed beyond 8 hours per day and/or outside office hours and/or on Saturdays;

(ii) 200% of the hourly rate for Services performed on Sundays and official public holidays in Luxembourg.

8.8. Annual price revision - The price will be revised in line with changes in the consumer price index published by STATEC. It will be automatically adjusted each year, upwards or downwards, in the same proportion as the variation in the index recorded in the previous year. The revision will take place automatically, without any formality or prior request. The absence of a revision on the scheduled annual date does not imply a waiver of its application during the year or on subsequent annual dates.

8.9. Costs and disbursements - Unless expressly stated otherwise, costs and disbursements such as ordinary travel costs, extraordinary travel costs (such as air tickets), parking and accommodation costs incurred by the Supplier are not included in the prices and are invoiced in addition on the basis of supporting documents.

8.10. Evidence - The information contained in the Supplier's files shall be considered conclusive evidence of the Supplier's performance and of the amounts due from the Customer for the delivery of such performance, without prejudice to the Customer's right to produce evidence to the contrary.

9. Terms of payment

9.1. Payment terms - Unless otherwise stipulated in writing, invoices issued by the Supplier are to be paid to the account indicated on the invoice, in cash, on the due date indicated on the invoice. Payment is deemed to have been made when the full amount has been credited to the Supplier's bank account.

9.2. Invoice acceptance deadline - Any dispute relating to an invoice must reach the Supplier within fifteen (15) calendar days of the invoice date. After this period, the invoice will be considered irrevocably accepted by the Customer. In the event of a dispute within the aforementioned period, the undisputed parts of an invoice are to be paid by the Customer on the normal due date, failing which the Supplier will be entitled, where applicable, to apply the measures provided for in the event of late payment.

9.3. Late payment - On the due date, the Customer shall be liable, ipso jure and without prior notice, for late payment interest at the rate provided for in the Law of April 18, 2004 relating to payment deadlines and late payment interest, as well as a fixed indemnity of ten (10) % of the invoice amount with a minimum of one hundred and fifty (150) euros; subject to the Supplier's right to demand compensation for the actual damage caused, including all costs and expenses incurred in recovering amounts. Payments made by the Customer will be applied as follows: (i) first to the lump-sum compensation and other costs, then (ii) to the interest and finally (iii) to the price.

9.4. Guarantee - The Supplier reserves the right to demand a guarantee from the Customer, following a delay or incident in payment or when the Supplier receives information from data, either publicly available or available from a rating agency or credit insurer, indicating a deterioration in the Customer's financial health. The guarantee takes the form of a letter of guarantee issued by a bank, or takes the form of bond insurance issued by an insurer. The guarantee must be callable on first demand by the Supplier. The Supplier reserves the right to refuse an issuing body which is not based in the European Union or which does not have the necessary credibility or solvency. The amount of the guarantee is equivalent to three monthly payments, based on the average of the next twelve monthly payments. The amount of the guarantee may be re-evaluated every three months. Unless agreed by the Supplier, the amount of the guarantee may not be used to pay invoices.

10. Provision of equipment

10.1. Where the Supplier makes equipment available to the Customer, the Customer agrees that under no circumstances may it withhold equipment belonging to the Supplier or its suppliers. Where the Customer is subject to seizure by a third party, the Customer undertakes, at its own expense, to use all legal means to prevent the seizure of the Supplier's or its supplier's equipment, for example by notifying the bailiff that the equipment belongs to the Supplier or its suppliers; to use all legal means to obtain release; to notify the Supplier as soon as possible.

10.2. The equipment made available shall be returned to the Supplier, at the Customer's expense, no later than 30 days after the effective termination of the service relating to the provision of the equipment; or at the Supplier's expense, no later than 30 days after the Supplier's request. Equipment which has not been returned to the Supplier within the specified period will be invoiced to the Customer at the new purchase value, or if this is impossible to determine, at the original purchase value or at the new purchase value of an equivalent model approved by the Supplier.

11. Equipment sales

11.1. Installation and delivery charges - Unless explicitly stated otherwise, prices quoted for hardware and standard software exclude installation and delivery charges.

11.2. Transfer of ownership and transfer of risks - The Supplier retains ownership of the equipment until full payment of the price in principal, accessories, interest and costs. However, the risks are transferred to the Customer at the time of delivery of the equipment, if applicable, or at the time when delivery should have taken place, if delivery cannot take place for a reason beyond the Supplier's control.

12. Confidentiality

12.1. All information communicated, obtained or transferred by one Party to the other Party in connection with the Contract and which has been explicitly qualified as confidential information by the Party which disclosed such information to the other Party, or which, by its nature, must reasonably be considered as confidential information ("Confidential Information"), will be treated as strictly confidential.

12.2. The Party receiving Confidential Information from the other Party undertakes: (a) to use it solely for the needs and purposes for which this information is communicated and only when this is necessary for the performance of the Contract and (b) to take all necessary measures and precautions, particularly with regard to storage, in order to maintain its confidentiality.

12.3. The disclosure of Confidential Information by the Party having received it is authorized only for the benefit of its legal representatives, servants, employees, suppliers, service providers, consultants, subcontractors, advisors, insurers, auditors or software publishers (in the context of an audit/verification for the latter two), provided that they are subject to the same obligation of confidentiality as set out in this clause, and to the extent that they need to know in order to perform their duties or in connection with the Contract.

12.4. The provision of Confidential Information as such does not imply any assignment or license of Intellectual Property Rights on the Confidential Information communicated by a Party.

12.5. Confidentiality obligations do not apply to information for which the receiving Party can demonstrate :

• that it disclosed them after obtaining prior written authorization from the other Party or that the disclosure was made by the other Party;
• that they were in the public domain prior to their disclosure or entered the public domain after their disclosure provided that this is not the result of a breach of this Agreement;
• that they were already known to him at the time of disclosure;
• they result from internal developments without the use of the other Party's Confidential Information;
• that they have been received from a third party without breach of an obligation of confidentiality towards the other Party.

12.6. To the extent required in connection with the settlement of a dispute, arbitration or court proceeding, or pursuant to a law, decree or regulation or as required by a regulatory authority, the Receiving Party shall be entitled to disclose the Disclosing Party's Confidential Information, provided that the Receiving Party informs the Disclosing Party, if possible and legally permissible, and offers the Disclosing Party the opportunity to express its reservations and/or limit such disclosure. The Receiving Party will disclose only that part of the Confidential Information required by legal, judicial or regulatory authority.

12.7. In the event of termination of the Agreement or at the request of a Party, each Party shall, to the extent practicable, return or destroy (at the option of the disclosing Party) all Confidential Information provided by the other Party under this Agreement, within thirty (30) days of such request and, in the case of destruction of Confidential Information, certify, within a reasonable time, that such destruction has occurred. It is understood that the obligations set out in this clause do not apply to the extent of any retention required for legal, regulatory or insurance purposes (for example, archiving requirements).

12.8. The obligations under this clause are binding on the Parties for the entire duration of the Contract and also after its termination, whatever the cause, for a period of five (5) years after the end of the Contract.

13. Intellectual and industrial property

13.1. All intellectual property rights (including, but not limited to, copyrights, patents, trademarks and other proprietary rights) of the Supplier and/or the manufacturers of the Products (i) existing at the time of performance of the Agreement or (ii) arising during the performance of the Agreement, are and shall remain the sole and exclusive property of the Supplier, its licensors or its suppliers. Any software is supplied subject to a license agreement from the licensor or manufacturer of the software. In the event that the Customer receives a software license agreement requiring a signature, the Customer shall promptly sign and return the license agreement to the licensor or manufacturer of the software as specified in the software license agreement.

13.2. Nothing in the Agreement shall be deemed a transfer or assignment of any intellectual property rights from the Supplier to the Customer. Accordingly, no title or prerogative of ownership in any Product or related material (including, but not limited to, reports, diagrams, data sheets, books, machines, models, tools, programming tools, documents or documentation and software ("software")) and any modifications or improvements thereto, used, developed or made available by the Supplier during the provision of the Services, is transferred to the Customer. The Supplier grants the Customer a personal, non-transferable and non-exclusive right to use the Supplier's intellectual property rights solely for the specific purposes set forth in the Agreement.

14. Liability and compensation

14.1. The Supplier may only be held liable - irrespective of the legal basis - for direct damage resulting from its own wilful misconduct or gross negligence.

14.2. In no event shall the Supplier be liable for any indirect, incidental, punitive, accessory or consequential damages, such as, but not limited to, loss of profit or revenue, loss of sales, business interruption costs, restocking costs, damage to reputation, or loss of customers, even if such damages were reasonably foreseeable.

14.3. In no event shall the Supplier be liable if products or Services have not been used in accordance with their agreed or normal purpose.

14.4. The Supplier cannot be held responsible for the installation, use, operation and maintenance of the equipment required for the service, such as the telephone connection, computer hardware and related software.

14.5. In any event, the Customer accepts that any liability of the Supplier not covered by professional indemnity insurance shall be limited to the sum of ten thousand (10,000) euros.

14.6. The exclusions of the Supplier's liability set forth in the GTS also apply to the liability of its personnel, employees, agents, representatives, deputies, suppliers and deliverers.

14.7. The Parties acknowledge that the Contract price reflects the allocation of risks arising from the Contract, as well as the economic balance intended by the Parties, and that the Contract would not have been entered into on these terms without the limitations of liability defined herein. The Parties expressly agree that the limitations of liability shall continue to apply even in the event of resolution or termination of the Contract.

14.8. The Supplier shall not be liable for any breach of its obligations, nor liable to pay any penalty for failure to meet service levels, to the extent that this results from (i) any failure, wrongful act, wrongful omission or failure of the Customer, its officers, representatives, employees, suppliers, subcontractors or contractors to comply with its obligations, roles and responsibilities or from non-compliance with the Assumptions (ii) the correction or modification of the Services by any person other than the Supplier; (iii) any malfunction or failure of hardware, software or services provided by the Customer or a third party not under the Supplier's control; (iv) use of the Services by the Customer in a manner that does not comply with the instructions or specifications expressly indicated by the Supplier or with the normal use that may reasonably be expected of them, or use of the Services in combination with hardware or software not recommended, supplied or approved by the Supplier; (v) any disruptive element not attributable to the Supplier (such as, but not limited to, attacks, viruses, processing errors, manipulations of any kind on the infrastructures made available,..) and originating (i) either from the Customer's internal network which is not under the Supplier's responsibility and which has an impact on the Services, (ii) or from a network which is not under the Supplier's responsibility (typically the Internet), and (vi) from the occurrence of an event of Force Majeure. In any case service credits constitute liquidated damages and Customer's exclusive remedy for service-level failures.

14.9. Any claim against the Supplier, whether contractual or extra-contractual, which may arise from the performance of the Contract, may not be made (i) more than two (2) years after the end of the Contract or (ii) more than two (2) years after becoming aware of the event giving rise to the Supplier's liability.

14.10. The Supplier's intervention in a complaint to provide a correction or workaround shall not be construed as an admission of any liability whatsoever.

15. Force majeure and unforeseen circumstances

15.1. Force Majeure - The Party which suffers an Event of Force Majeure ("Affected Party") shall not be deemed to be in default of the Contract, or to be liable to the other Party by reason of any delay in the performance or non-performance of any of its obligations, to the extent that such delay or non-performance is due to an Event of Force Majeure. The time limit for performance of the obligation prevented shall be extended accordingly. Force Majeure cannot be invoked for obligations consisting of payment obligations. An Event of Force Majeure correlatively suspends payment of the obligations affected/prevented. The Affected Party shall, as soon as reasonably practicable, notify the other Party in writing of the occurrence of an Event of Force Majeure, the date of commencement of the Event of Force Majeure and the impact of the Event of Force Majeure on its ability to perform its obligations. Upon cessation of the Force Majeure, the Affected Party will promptly notify the other Party of such cessation and resume performance of the affected obligations. Where an Event of Force Majeure persists for thirty (30) consecutive days or more, either Party may terminate the part of the Contract relating to the Affected Services on a date specified by it in a written notice of termination to the other Party.

15.2. "Event of Force Majeure": means the occurrence of an act or event beyond the reasonable control of the Affected Party which renders the performance of the Contract by the Affected Party impossible or excessively difficult or unreasonably costly with respect to the Contract, and which includes, without limitation and in addition to the cases customarily retained by applicable law or case law: (i) explosions, fires, floods, earthquakes, catastrophic weather conditions, diseases, epidemics and pandemics, including Covid-19 or monkeypox, or natural disasters; (ii) acts of war (declared or undeclared), acts of terrorism, insurrection, riot, civil commotion, rebellion or sabotage; (iii) acts of local, regional, national, foreign or international authorities or jurisdictions, states of emergency or changes in legislation; (iv) industrial disputes, lock-outs, strikes or other industrial action organized on a national level; and (v) failure or fluctuation of electrical power or telecommunications service or equipment or other essential infrastructure, expropriation, deprivation or destruction, in whole or in part, of equipment or property necessary to perform the Services (such as cables) which is not due to a maintenance defect.

15.3. Unforeseen circumstances - In the event of unforeseen and/or unforeseeable circumstances at the time of conclusion of the Contract making the performance of the Supplier's obligations significantly and excessively more onerous, the Supplier shall have the right, at any time, to demand a revision of the affected parts of the Contract. These circumstances must not be attributable to the Supplier, and the Supplier must not have agreed to assume the risk under the terms of the Contract. For the duration of the renegotiations, the Parties shall continue to perform their obligations. If, after a period of one (1) month from the request for review, the Parties are unable to agree on such a review, either Party may escalate such discussion as provided by the dispute resolution procedure. In the event that the Parties are unable to reach agreement, the Supplier may, with thirty (30) days' written notice, terminate the affected parts of the Contract without compensation, costs or expenses to be paid to the Customer. This article could apply in particular, but without limitation, due to an increase in the price of raw materials (including energy, ...). For the avoidance of doubt, the Customer may not oppose the Supplier's right to invoke the present clause by invoking the Parties' knowledge, at the time the Contract was concluded, of an event affecting the countries producing the said raw materials.

16. Additional work

16.1. In the event that the Supplier performs work or supplies goods or services which are not included in the initial Contract, but which have been requested or accepted by the Customer, the Customer shall pay for such work or supplies in accordance with the agreed rates or, in the absence of a rate agreement, the Supplier's usual rates. However, the Supplier is not obliged to accept such a request and may require the conclusion of a separate contract.

16.2. In the event that a fixed price has been agreed for the provision of services, at the Customer's request, the Supplier shall provide a written estimate of the additional costs of the work or of the additional supply of goods or services.

17. Suspension

17.1. In the event of non-payment by the Customer of an invoice that has fallen due, and insofar as the invoice in question has not been duly contested in accordance with the procedure set out in these GTS, the Supplier is authorized to suspend, ipso jure after prior formal notice and in the absence of payment by the Customer of the amounts indisputably due within 10 working days, the performance of all deliveries and Services in progress up to the date of payment, without prejudice to its right to obtain compensation from the Customer.

17.2. Any delay by the Customer in fulfilling its obligations also automatically suspends, without prior notice, all agreed performance deadlines for the Services.

17.3. Any damage - of any kind whatsoever - suffered by the Customer as a result of suspension will remain at the Customer's sole expense.

18. Contract termination

18.1. Termination due to insolvency or bankruptcy - Without prejudice to applicable national regulations, a Party may terminate the Contract, with immediate effect, without the intervention of a judge and without any compensation being due by the said Party, by giving notice by registered letter (i) if the other Party makes any arrangement for the benefit of its creditors or goes into liquidation (except for the purposes of merger or reorganization); (ii) if a liquidator is appointed or a mortgage charge is taken on the business or assets (or a substantial part thereof) of the other Party, and/or (iii) if the other Party is unable to pay its debts or ceases or threatens to cease trading.

18.2. Termination for convenience - The Customer may terminate the contract on the expiry date, by giving the Supplier notice by registered mail, observing a notice period of ninety-five (95) days prior to the expiry date.

18.3. Without prejudice to article 18.2, the Customer may terminate the Contract at any time, by notifying the Supplier by registered mail, specifying the desired termination date. In this case, the Customer shall owe the Supplier an indemnity equivalent to the amount which would normally have been due in the event of performance until the next due date.

18.4. Termination for cause (material breach) - In the event that a Party commits a material breach of the Agreement (hereinafter the "Defaulting Party"), the other Party shall send the Defaulting Party a notice by registered mail specifying the breach committed by the latter and the intention to enforce this clause. The Party in default shall then have (i) a period of fifteen days following the date of receipt of such registered mail to remedy the breach or submit a concrete plan to remedy it ("Plan") (if remediable) and (ii) thereafter a further period agreed between the Parties for the execution of the Plan. If the Plan is not submitted or executed within the specified time, the Party suffering the default may, without the intervention of a judge, by simply sending a registered letter to the Party in default, terminate the Contract on the date mentioned in this second registered letter or on any other date agreed between the Parties. No compensation will be due to the Party in default.

18.5. Notwithstanding the preceding clause, in the event of non-payment of an invoice within the stipulated period, and provided that the invoice has not been contested in writing by the Customer in accordance with the stipulated procedure, the Supplier may, after a reminder for payment has remained unanswered within 10 working days, terminate the Contract, without judicial intervention, subject to twenty (20) calendar days' notice, without any compensation being payable by the Supplier and without prejudice to the Supplier's right to claim full compensation for the damage caused to it by the termination of the Contract.

18.6. The Parties agree that in the case of a fixed-term Contract, the amount of full compensation for the damage caused to the Supplier by the termination of the Contract shall in no case be less than the amount of the Contract until its next expiry.

18.7. The Parties agree that for any other Contract, the Supplier shall be entitled to demand, in addition to payment for Services performed by the Supplier up to the Contract termination date, payment of indemnities which shall cover, without this list being limitative, (i) the cost of supplies already ordered by the Supplier but not yet invoiced, (ii) expenses incurred by the Supplier but not yet invoiced, (iii) compensation for loss of profit which may in no case be less than 60% of the amounts which the Supplier could have invoiced to the Customer in the event of performance of the Contract up to completion.

19. Non-solicitation of staff

19.1. Except with the prior consent of the Supplier, the Customer may not, directly or indirectly via an intermediary entity, solicit, poach or engage any person employed or engaged by the Supplier (including its subcontractors), who has been involved at any time in the provision of the Services. This prohibition is valid for the duration of the Contract, as well as for a period of 12 months from the date of termination of the Contract.

19.2. A lump-sum indemnity amounting to twelve (12) months' gross full-time salary for the employee concerned will be payable by the Customer in breach of the foregoing clause. For the calculation of this compensation, the last salary paid to this employee prior to the end of his employment contract will be taken as a reference. Where the breach concerns a consultant or any other collaborator, the lump-sum compensation will be equal to twelve (12) months' services invoiced on the basis of the hourly or daily rate of the consultant or collaborator employed on a full-time basis.

20. Audit

20.1. The Customer authorizes during the term of the Contract and at any time after termination of the Contract during the audit period stipulated (i) in the license conditions by the software publisher, or (ii) in the conditions imposed by the manufacturers, the audit/verification of (a) the use of licenses, hardware and/or Services and (b) compliance with all rights and limitations of use of third-party software accessible directly or indirectly by the Customer as part of the IaaS, PaaS and/or SaaS Services. To this end, the Customer must (i) keep up to date all documents relating to Customer Applications and the use of software required for an audit by the software publisher, (ii) provide all information to the Supplier and give the Supplier access to the Infrastructure as part of this audit, (iii) if necessary, accept the installation of software explicitly required to support the audit. The Customer undertakes to indemnify the Supplier for any non-compliance identified by the auditor which is attributable to the Customer and to bear all compliance costs, including penalties, which may be claimed from the Supplier as well as audit costs. The services of the Supplier's personnel collaborating in the performance of the audit will be invoiced by the Supplier at their standard rate. The Customer shall bear all the consequences, in particular the financial consequences, resulting from its failure to cooperate or its refusal to provide the information or access referred to above.

20.2. In order to prevent a breach in the security of the Supplier's systems, the Supplier shall have the right to audit the security levels of the systems or equipment covered by the Contract and managed by the Customer.

20.3. Audits required by a competent regulatory authority of the Customer will be authorized.

20.4. Any audit will be carried out in such a way as to cause the least possible inconvenience, disruption or inconvenience to each Party.

20.5. The Supplier will inform the Customer when the Supplier is notified of a planned audit.

21. Modification

21.1. The Supplier reserves the right to modify the characteristics of the service or the related Contractual Conditions, as long as these modifications do not affect the essential characteristics of the contract. Such modifications shall be notified in the manner deemed appropriate by the Supplier.

21.2. The Supplier reserves the right to adapt the Contractual Conditions where required by law.

21.3. The Supplier reserves the right to unilaterally adapt the Conditions by notifying the Customer ninety-five (95) days prior to the entry into force of the adaptations.

21.4. In the event of the Supplier adapting its conditions and/or rates, except in the cases provided for in articles 21.1, 21.2, 21.3 and 21.4 of the GTS, the Customer may refuse the application of the new conditions until the day before they come into force. In the event of refusal, all services affected by the modifications are terminated ipso jure, upon entry into force of the new conditions, without compensation for either party.

22. Miscellaneous provisions

22.1. Customer's regulatory environment - It is the Customer's responsibility to inform the Supplier, in writing, of (i) the regulations specific to the Customer's activities and which are applicable to the Supplier's performance of the Agreement and (ii) any changes to these regulations which could have an impact on the performance of the Agreement (in particular on Services, service levels, price). The Customer must translate these applicable legal and regulatory obligations into functional requirements and instruct the Supplier accordingly.

22.2. Lawfulness - Respect for public order - The Customer warrants that the data or files it has hosted or stored with the Supplier in the performance of the Agreement are lawful and do not infringe or violate the rights of any Party or third parties, as well as public order, morality, laws and regulations in force under applicable legislation. In the event of non-compliance by the Customer, the Customer undertakes to indemnify the Supplier against any claim or action brought against the Supplier in this respect, and to pay any damages, costs and legal defence arising from such actions or claims.

22.3. Transfer - Neither Party may assign or transfer all or part of the Agreement, whether for valuable consideration or free of charge, without the prior written consent of the other Party. Notwithstanding the foregoing, the Parties agree that this provision shall not apply to internal reorganizations of the Parties and/or the group to which they belong, provided that such reorganizations do not modify the nature and scope of their respective industrial and/or commercial activities.

22.4. Subcontracting - If it deems it appropriate, the Supplier may subcontract all or part of the Services to be provided under the Contract to related companies or to third-party companies selected by the Supplier.

22.5. References - The Customer agrees that the Supplier may mention the Contract or the Customer's name/logo as a reference for other contracts with other customers or in its advertising.

22.6. Waiver - A waiver of a right or remedy will be effective only if expressed in writing and only in the case and for the purpose for which it is given.

• No right or remedy under or in connection with the Contract shall be excluded, waived or impaired by :
• any defect or delay in its exercise ;
• any single or partial exercise of this right ;
• any previous waiver, in whole or in part ;
• any failure by one Party to take advantage of a breach by the other Party

22.7. Invalidity - If any provision of the Agreement is or becomes illegal, invalid, inapplicable or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith its replacement by a valid and enforceable provision with effects as close as possible to the original intent of the Parties.

22.8. Headings - The headings of the articles of the contractual conditions are for ease of reference only and do not, in themselves, have any contractual value or particular meaning.

22.9. Independence - Each of the Parties shall remain independent of the other in the legal relationship created between them by the conclusion and performance of the Contract. The Parties agree that nothing in the Contract shall be construed as constituting an agency, joint venture, de facto partnership, joint venture or any other form of grouping, joint venture or association. Neither Party is authorized to make any representations or to act in the name or on behalf of, or to bind, the other Party. Each Party remains entirely independent, in control of the management of its business, and responsible for all of its actions, and assumes alone all of the risks associated with its activity.

22.10. Applicable law - In the event of a dispute, Luxembourg law will be exclusively applicable, with the exception of conflict of laws rules.

22.11. Jurisdiction - Any dispute relating to the validity, interpretation, performance or non-performance, or breach of the Contract shall fall within the exclusive jurisdiction of the City of Luxembourg, even in the event of a warranty claim or multiple defendants or plaintiffs.