General Terms and Conditions of Sales: Updated 16th april 2020

Article 1 – Applicability

These general conditions of sale are brought to the attention of all CUSTOMERS. They are applicable to all sales of goods or services for any coantract between CIBLO SA and its CUSTOMER in France or abroad, wherever the place of delivery, unless otherwise stipulated in writing and signed. Any condition contrary to these general conditions of rental and sale posed by the CUSTOMER, in its general conditions of purchase or any other document will be void as against CIBLO, regardless of when it may have been brought to its knowledge

Article 2 – Software Protection. Intellectual Property Rights

The SPECTRO UX software and all intellectual property rights related to this software are and will remain the property of CIBLO. All rights related to SPECTRO UX software not expressly granted in these current terms and conditions of sale are expressly reserved and retained by CIBLO SA without restriction, including documentation, logos, trademarks, trade secrets, data bases, reports and web sites.

The CUSTOMER may not copy or reproduce all or part of the software and / or documentation by any means and in any form, translate or transcribe the software or documentation in any other language, or adapt them. It guarantees CIBLO SA against the actions of its employees and the people it allows to use the software if such acts contravene the provisions of this article.

Article 3 – Data Protection

Under the French law “Informatique et liberté” n ° 78-17 of January 6, 1978 relating to IT, data files and freedoms, you have a right of access, consultation, modification, correction and to delete data you have provided.

Article 4 – Opening of accounts

CIBLO will create online account for their new customers on SPECTRO UX software. The CUSTOMER accepts the terms and conditions of sales CIBLO SA by signing the purchase order.

Article 5 – Terms of Payment

Invoices are payable to CIBLO SA, so that the latter may obtain the funds on the due date of payment. Invoices will be payable in accordance with the conditions given on the quotation. Unless otherwise specified by us, all invoices are payable in cash.

By express agreement, the numbered invoice sent to the CUSTOMER by CIBLO SA is the only valid and authentic document regardless of other documents, pro-forma invoices, or otherwise, that may have been previously given.

5.1 Late payment

In case of late payment, whether complete or partial of services delivered, by the due date of payment, the buyer will pay the company CIBLO SA an overdue payment penalty equal to the interest rate applied by the European Central Bank plus 10 percentage points (Article L.441-6 of the Commercial Code).

This penalty is calculated on the amount of the outstanding sum excl VAT, and runs from the due date of the invoice and without any prior notice being required. In addition to the penalty payment, any unpaid amount including any deposit non paid by its due datewill suffer a € 40 levy for recovery costs (Article 441-6 paragraph 12 and D 441-5 of the Commercial Code).

Additional compensation can be claimed when justified, when recovery costs suffered exceed the amount of the fixed allowance.

5.2 – Suspension clause and termination

In case of non-compliance by the CUSTOMER of his obligations, including cases of non-payment of an invoice due, CIBLO reserves the right to terminate this present contract. It is expressly understood that such termination will occur under the law after sending of a formal notice which remains in whole or part without effect for a period of 15 days from its first presentation.

Article 6 – Online registration and ordering a subscription

6.1 – Subscription invoicing

The invoicing process is as follows:

– CIBLO SA makes out invoices according to the payment frequency chosen for each order. All invoices are obtainable by the CUSTOMER in his Dashboard.

– Payment is by reloading an account. Automatic reloading is possible at the expiration date. If payment is not made on time, CIBLO SA will conduct a suspension of the service until the receipt of payment of the invoice.

Article 7 – Online rental conditions SaaS

Definition: SaaS mode refers to a software application (Called SPECTRO UX) that is hosted on a server provided by CIBLO SA and open to all users. (Software as a Service).

SPECTRO UX is offered for rent on the website www.spectro-commerce.com.

The CUSTOMER buys a quota of pages-views. This quota is payable in advance. Unless otherwise stated on the purchase order, the page views quota expires after two (2)

years, even if all page-views have not been used up.

Article 8 – Warranty conditions

8.1 – Liabilities of quality and responsibility

The CUSTOMER is solely responsible for maintaining and securing his username and password. He will in no case communicate it or let it be known to third parties or nonauthorized people to use it. To this end, the username and valid password is communicated by CIBLO to a person or persons designated by the CUSTOMER when opening the account, leaving it to the CUSTOMER to take all practicable measures to ensure the confidentiality secrecy and to notify, where appropriate, CIBLO SA the identity of every new holder of such information.

Any fraudulent use of non-designated or unauthorized persons by the CUSTOMER will in no way lead to the responsibility of CIBLO SA. As soon as anyone appointed ceases to be authorized by the customer, especially in case of leaving the company, the CUSTOMER will, under its responsibility, disable the user account of that person.

CIBLO SA is committed to implement all the means it deems necessary to ensure in particular the correct functioning of the application as part of this contract. Therefore, for the sake of a quality service with relation to its customers, CIBLO SA will implement:

a) Clear information specifying the characteristics necessary for the operation of SPECTRO UX.

b) A database backup system containing customer information.

c) Technical support (Help Desk), within the limit of the number of support hours associated with each package (shown on the invoice).

Despite the care taken by the CIBLO SA team and its technical partners to operate, check and update its platform, CIBLO SA can in no case be held responsible, if the CUSTOMER should suffer, directly or indirect, financial or technical damage, business interruption or loss of brand image or any other damage of any nature whatsoever which may occur in parallel or consecutively to the use of one of the application modules SPECTRO UX.

It is expressly understood that it is the CUSTOMER who will assume all risks, be it financial or industrial. However, in the case of a proven responsibility of CIBLO SA for any reason whatsoever, restorative compensation or damages that CIBLO SA may have to pay the CUSTOMER cannot exceed the amount of fees paid by the CUSTOMER when using the SPECTRO UX application.

8.2 – Responsibility

CIBLO SA is subject to an obligation of means, to the exclusion of all others. It guarantees that the software conforms to its specifications. The CUSTOMER assumes all responsibility other than the conformity of the software and in particular those concerning:

– The adequacy of the software to its needs

– The use of the software by its employees, contractors, or other persons to whom it entrusts an access code

– The qualification and competence of its staff

The CUSTOMER expressly acknowledges having received from CIBLO SA all necessary information enabling it to assess the suitability of the software to their needs and to take all necessary precautions for its implementation and operation.

CIBLO SA will be under no obligation to repair any direct or indirect damages.

CIBLO SA cannot be held responsible for the quality of the customer’s Internet connection.

In no event can CIBLO SA be held responsible for indirect damages such as loss of market, commercial loss, customer loss, any commercial problems, loss of profit, loss of brand image or any action for unfair competition estimated.

The CUSTOMER will be solely responsible for the use of SPECTRO UX software.

No liability can be held against CIBLO SA in case of alteration of the information or data during transfer, by means of telecommunications or by other means.

CIBLO SA cannot be held liable for damages resulting from loss, alteration or unauthorized use of data, accidental transmission of viruses or other harmful items, the attitude or behaviour of a third party.

CIBLO SA cannot be held liable for any malfunctions on computers of the CUSTOMER as a result of using the software.

8.3 – IT Risk Acceptance

The CUSTOMER acknowledges having been advised of the risks inherent in hardware, software and computer networks, including those relating to the Internet, level of security reliability, difficulty to guarantee continuous accessibility to web-services, problems of heterogeneity leading to IT systems incompatibility issues. In no way can the responsibility of CIBLO SA be initiated in case of malfunction of the SPECTRO UX application that could be found and whose causes are directly or indirectly related to these risks.

To limit such risks, CIBLO SA is committed to implement all the techniques and technologies available on the market whether in anti-virus software, firewall system, or any other computer system judged by CIBLO SA to make the access to SPECTRO UX application safer and more efficient.

CIBLO SA is also committed to provide the CUSTOMER, on request, mandatory minimum hardware needs for a normal use of SPECTRO UX application.

8.4 – Generally

Responsibility for CIBLO SA relating to the CUSTOMER may not exceed the cost of services sold, determined by reference to the price invoiced to the customer for those services. CIBLO SA can never be held liable by the CUSTOMER or any third party for any direct or indirect damage resulting from the use of services (including – but not exclusively – loss of profits, revenues, programmes or data).

9 – Training and Consulting Services

These Terms apply to all orders relating to training or consulting placed by a CUSTOMER with CIBLO, either for “inter-company” training and / or consulting or “intra-company”.

Similarly, the mere fact of attending in person or by one of the attendants, a meeting of training / consulting implies that the client fully and without reserve adheres to the present Terms and conditions, for the duration of the contract associated with the training / consulting.

9.1 – Payment of training services / consulting

CIBLO SA reserves the right to demand prepayment fifteen days before the beginning of the training course. In this case, the client may be denied access to training course if payment is not made on time.

Article 10 – Court Jurisdiction

In the case of any dispute concerning the implementation or interpretation of the contract, the court of PARIS (FRANCE) is the only competent body to arbitrate, even if incidental claim, introduction of third parties or in case of multiple defendants.

If the dispute involves any urgent measure, the judge hearing the application of the Commercial Court or the High Court of PARIS (FRANCE) is the exclusive jurisdiction, regardless of the extent of the disputed object.

The customer declares to have read and unconditionally accepted the terms and conditions of the company CIBLO SA reproduced above.