Terms and conditions of sale

1. SCOPE OF APPLICATION

These general terms and conditions (hereinafter "the General Terms and Conditions") apply to any remote monitoring contract entered into between SCUTUM France (hereinafter "the Provider") and the paying customer (hereinafter "the Customer") (hereinafter "the Contract"). The Customer may be a professional (hereinafter referred to as the "Professional Customer"), a professional host (hereinafter referred to as the "Host Customer") or a consumer (hereinafter referred to as the "Private Customer") as defined by the French Consumer Code. The General Terms and Conditions are systematically communicated to the Customer, who declares and acknowledges having read them prior to entering into the Contract and accepting them.

2. DEFINITIONS

a) Customer: User and/or subscriber of the remote monitoring services offered and insured by SCUTUM France whether professional, individual or host

b) Individual Customer: User and subscriber of the remote monitoring services offered and insured by SCUTUM France having the status of consumer with regard to the Consumer Code.

c) Professional Customer: User and subscriber of the remote monitoring services offered and provided by SCUTUM France, having the status of a professional.

d) Hosting Customer: Professional selling a complete electronic security service (installation and remote monitoring service) to an end customer, individual or professional, and subcontracting the remote monitoring service to SCUTUM France. In this respect, the "Hosting Customer" must have all administrative authorizations to carry out private security activities, in particular CNAPS approvals related to these aforementioned activities.

e) End Customers: Users of the remote monitoring services offered and provided by SCUTUM France, or of the services offered by a Hosting Customer and provided by SCUTUM France

f) Instructions: Remote monitoring instructions defined jointly by the Service Provider and the End Customer on the day the Contract is signed and subsequently under the conditions set out in the General Conditions.

g) Contract: Remote Monitoring Contract organizing the Remote Monitoring Services entered into between the Provider and the Customer as well as its appendices.

h) Anniversary Date: Date corresponding to the Contract signature date appearing on the last page of the Contract.

i) Local or Premises: Site designated by the Contract that the Customer wished to secure by entering into the Contract.

j) Software / ERIDAN Software: All instructions, programs, procedures and rules, documentation, relating to the operation of a tool for processing and making information available.

k) Provider: SCUTUM France. The Service Provider undertakes, under the terms and conditions of the Contract, to provide remote monitoring of the defined site(s). Throughout the duration of the remote surveillance contract, the Service Provider will implement all the means necessary for its proper execution and the application of the instructions agreed with the Customer.

l) Additional Physical Services: refers to alarm interventions, rounds and guarding services likely to be rendered by the Service Provider ordered as an option by the Customer.

m) Telesurveillance Service: means the processing of all alerts and alarms received as defined in the Telesurveillance Contract, and under the terms and conditions set forth in these General Conditions.

n) Telesurveillance Station: means the remote monitoring station to which the Customer is attached by SCUTUM France.

3. REMOTE MONITORING

3.1. TERMS AND CONDITIONS OF PERFORMANCE OF THE SERVICE

The Service Provider undertakes, under the terms and conditions defined in the Contract, to provide remote monitoring of the Premises. Throughout the term of the Agreement, the Service Provider shall use all necessary means to ensure the proper performance of the Agreement and the application of the Instructions. The Service Provider undertakes to:

- manage 24/7 all actionable information from the Premises received at the Remote Monitoring Station, insofar as the Customer has commissioned its monitoring system. In the case of external monitoring systems, the Service Provider may issue recommendations to the Customer to prevent external alarms from being triggered unintentionally. If these recommendations are not implemented by the Customer and/or in the event of excessive nuisance alarms, the Service Provider reserves the right to suspend the processing of external alarms. The Service Provider must simply notify the Customer by any means within 72 hours before any alarms are stopped, and may propose palliative solutions such as guarding, at the expense of the remote-monitored Customer. In some cases, alarm management is programmed by the Service Provider's remote monitoring station on its OPL (logical operator). In this way, the Service Provider may be exempted from managing one or more alarms, in particular when these are accompanied, before or after and within a period of around 15 minutes, by the transmission of a Commissioning or Shutdown of the security system. The same applies to any technical alarm whose end occurs no later than half an hour after it is triggered.

• On receipt and identification of the alarm, or in the absence of an agreed signal, the Service Provider will alert the designated persons or services in compliance with the instructions and in the order indicated therein.
• Once a contact from the list of persons to be notified has been contacted, the Remote Monitoring Service will be deemed to be in compliance with the Service Provider's obligations. If no contact is made with one of the persons on the list of persons in charge, without contractual instructions for on-site intervention, the Remote Monitoring Service will be deemed to comply with the Provider's obligations. The Provider's obligations will be deemed to have been complied with and implemented from the moment the Remote Monitoring Station has contacted one of the alert recipients or attempted to contact the alert recipients.

- Record, on the alarm reception system, all information received: the Service Provider undertakes to keep recordings of alert messages for at least 3 months, and video recordings for 30 days,

- Implement, in the event of an incident and as far as possible, the Complementary Physical Services defined jointly with the Customer. During the period of adaptation of the installation to allow the necessary fine-tuning and adaptations, the Service Provider will carry out remote surveillance without systematic reaction unless expressly requested by the Customer, who in this case will bear the cost of interventions on the Premises by security agents or the cost of travel by law enforcement agencies. The application of the Instructions will only take effect after a period of 48 working hours for the Installation to adapt to its environment, from the effective date of connection of the Installation, evidenced by the signature of an unconditional installation report or any other document formalizing the installation provided by the Service Provider. The Remote Monitoring Station can issue the N31 compliance document at the Customer's request.

3.2. MODIFICATION AND UPDATING OF INSTRUCTIONS

The Instruction sheet appended to the Contract will be entered into our ERIDAN Software. These instructions are only valid for the first year of the Contract. Before each anniversary date of renewal of the Contract, the Customer must specify to the Service Provider whether the instructions are to be maintained or updated. In the latter case, it will communicate the changes to be made to the Service Provider at the same time.

He will communicate to the Provider either:

- By registered letter to the following address: SCUTUM France, 21 bis rue du pont des halles, 94536 Rungis Cedex

- Or by email to the following addresses: - dts.toulouse@scutum-group.com for Hosting Customers, - dts.rouen@scutum-group.com for Professional or Individual Customers.

In the absence of a written update of the instructions by the Customer, the Service Provider will apply the instructions present in the Operating Software at the time of the occurrence of an event. The updating of instructions and the details of the Service Provider's specific Remote Monitoring Service must be specified, updated and approved in a document countersigned by both parties. Any change to the Instructions during the term of the contract must also be made by registered letter to the following address: Scutum France, 21 bis rue du pont des halles, 94536 Rungis Cedex, or to the following e-mail addresses: dts.toulouse@scutum-group.com for Hosting customers and dts.rouen@scutum-group.com for Professional or Individual customers, if they become definitive. The latter will not be taken into account until 48 working hours after receipt of the written notice. In the event of an emergency, new instructions may be communicated by telephone to the Monitoring Station, for immediate application, on condition that the Customer is identified by the identification code transmitted at the time of installation. Otherwise, the initial instructions will be maintained. However, the Service Provider cannot be held liable for any misunderstanding or misapplication of the new instructions communicated by telephone. In all cases, these new Instructions, to be definitive, must be confirmed by registered letter or e-mail within 48 hours under the conditions indicated above. Failing this, and after this period, the initial instructions will apply.

3.3. MEANS USED

The Service Provider has several APSAD-certified remote monitoring stations, operating in mirror mode. In the event of failure of one of the remote monitoring stations, data flows are automatically routed to another station, which acts as a back-up. The Customer is responsible for the supply, installation and maintenance of the equipment required for the performance of this contract. The Customer must notify the Service Provider as soon as possible of any anomaly or interruption in the correct operation of the equipment, and must take all necessary measures to protect the premises for the duration of the contract, which in such cases can no longer be remotely monitored. The end customer undertakes to maintain the premises under surveillance in good condition, and the Hosting Customer undertakes to ensure that its end customers maintain the premises under surveillance in good condition. The end Customer or Hosting Customer must inform the Service Provider in advance of any modification to the premises (access, construction, locks, telephone line) which has a direct or indirect impact on the performance of the Remote Monitoring Service. The Customer undertakes to test its alarm system at least once a month with its local monitoring center. Prior to these tests, the Customer will contact its monitoring center to inform it of the start of the tests. The Customer will check that alarms have been properly received by the center, and will inform the center of the end of the tests. In addition, the Service Provider informs the Customer that connecting his transmitter to any other intermediate transmission device (modem, router, box, etc.) requiring a power supply constitutes a security weakness in the event of a power cut. In the event of failure of the electrical distribution network or of the Customer's installation, the Service Provider cannot be held responsible for any absence or delay in transmission under these conditions. The Hosting Customer shall inform its end customers of the obligation to carry out monthly activation tests with the Service Provider, and is responsible for ensuring that these procedures are properly followed. Depending on the services subscribed to by the Customer, the Service Provider may be required to use video and/or audio monitoring equipment, the installation of which may be subject to legal formalities for which the Customer is responsible. The Customer acknowledges having been informed of the provisions of articles L.251-1 et seq. and R.252-2 et seq. of the French Internal Security Code, which require, in certain cases, the submission of a request for authorization prior to the installation of a video surveillance system to the prefecture in whose territory the Premises are located, as well as prior notification of the municipality concerned. The Service Provider declines all responsibility in the event of non-compliance with these provisions by the Customer. In application of article R.253-3 of the French Internal Security Code, as well as the provisions of the French Labor Code, the End Customer must ensure that any persons who may be in the field of the cameras viewed or recorded, whether site personnel or visitors, are informed of the existence of a video surveillance system. The End Customer undertakes not to entrust the Service Provider with the video surveillance of a site falling within the scope of the law of January 21, 1995, for which the Service Provider has not obtained prefectoral authorization. The end customer is informed that audio communications are recorded. The Service Provider will keep the audio or video recordings in accordance with current regulations, i.e. for less than 30 days. The cost of telephone calls generated by the transmitter or modem is borne by the End Customer. The Hosting Customer is responsible for informing end customers directly of the correct application of the provisions of articles L.251-1 et seq. and R.252-2 et seq. of the French Code de la sécurité intérieure, which require, in certain cases, the submission of a request for authorization prior to the installation of a video surveillance system to the prefecture in whose territory the Premises are located, as well as prior notification of the commune concerned. The Service Provider will also ensure that end-customers comply with article R.253-3 of the French Internal Security Code, as well as with the provisions of the French Labor Code. The Service Provider declines all liability in the event of non-compliance with these provisions by the Hosting Customer's End Customers.

3.4. DEFECTUOSITIES DEFAULTS

3.4.1. For the first three working days following commissioning of the detection system to allow for fine-tuning and any necessary adaptations, the Service Provider will carry out remote monitoring without systematic reaction unless otherwise requested in writing by the Customer, who in this case will bear the cost of any malfunctions that may result and may not seek the Service Provider's liability for any reason whatsoever.

3.4.2. In addition, the Customer undertakes to notify the Service Provider without delay of any equipment or transmission failure or defect of which it may become aware. In return, the Service Provider shall notify the Customer as soon as possible of any malfunction relating to the transmission of information from the said equipment. As soon as the Customer becomes aware of any malfunction, the Customer undertakes to take the necessary corrective measures with its usual installer, so as to release the Service Provider from any liability. Interventions by the technical department of the end customer's installer are carried out under the customer's responsibility. The Customer undertakes to notify the Service Provider of the technician's arrival, tests and departure. The return to normal operation of the remote monitoring system after the technician's intervention must be verified by the Service Provider before the remote monitoring service is resumed.

3.4.3. In the event of misuse of the alarm system by the end Customer, its malfunction, failure of its links, failure to restore the installation by the installer and/or the Customer, receipt of an abnormally high number of unjustified alarms, the Service Provider reserves the right to suspend all or part of its Provision. In the event of a claim, the Service Provider cannot be held liable.

3.5. COMPLIANCE

Any modification to the Remote Monitoring Service that proves necessary following an administrative or regulatory decision will be at the Customer's expense, particularly in the case of changes to the national wired and wireless telecommunications network.

4. DISCLAIMER

4.1. ALARM DOUBT CLEARANCE PROCEDURE

In application of Article L.613-6 of the French Internal Security Code and the March 26, 2015 Circular INTD 1502555c, the Service Provider is entitled to call the forces of law and order upon receipt of alarm information relating to the security of movable and immovable property, after having carried out a doubt clearance. According to the texts, doubt is deemed to have been removed only in the following 4 cases: a) Telephone confirmation of an abnormal situation by a customer's representative requesting the Service Provider to call the police b) Unequivocal video control c) Equivocal video or images correlated with positive remote monitoring (if available) or with multiple concordant alarms d) Dispatch of a security agent to the site under surveillance. In the absence of specific instructions on alarm detection in the Contract, the Service Provider applies the regulations in force. If the customer has chosen to entrust the Partner with the management of interventions for the removal of doubt in the Remote Monitoring contract, then the Service Provider undertakes to send a security agent to the site as soon as possible, in accordance with the intervention instructions. These services, carried out in accordance with the instructions, will be invoiced in addition to the remote surveillance fees, within the limits of the Contract signed with the Customer. The Service Provider undertakes to perform the Services with the utmost care, using the resources necessary to achieve the level of security agreed with the Customer, with no obligation to achieve results. The Service Provider may, if it deems necessary, call upon a subcontractor of its choice. If the customer decides on the choice of the intervention company to manage interventions related to a removal of doubts and imposes it on the Service Provider, then the Service Provider's responsibility will end at the request for intervention from the partner chosen by the customer.

4.2. SPECIFIC AGREEMENTS

For sensitive sites or sites particularly targeted by criminals, these rules may be waived under agreements drawn up directly between the Service Provider and local law enforcement agencies, at the latter's initiative and with the Customer's agreement. For example, the Service Provider may be authorized, for a specific site and for a limited period of time, to call the police directly, without prior verification. These special instructions must be included in the Contract.

4.3. UNJUSTIFIED CALLS FROM LAW ENFORCEMENT

Law enforcement agencies are entitled to charge the Service Provider a pecuniary penalty of up to €450 for any unjustified call. The most common cases are : - No report of a break-in or attempted break-in when the police arrive on site: the Service Provider is then asked to provide proof that the investigation was carried out in accordance with the rules set out in the previous paragraph, - Report by the police on their arrival on site that an authorized person on site is the source of the alarms. Acting on behalf of and to the order of the Customer, the Service Provider reserves the right to re-invoice this fine to the Customer under the terms of the present Contract. Non-payment by the Customer of any fines rebilled to it by the Service Provider is grounds for termination of the Contract.

4.4. REMOVAL OF PHYSICAL DOUBT BY THE SERVICE SUPPLIER

In accordance with the instructions specified in the Contract, the Service Provider undertakes to send a security agent to the site as soon as possible, who will act on the site in accordance with what is specified in the on-site intervention instructions. The Service Provider undertakes to perform its Remote Monitoring Services with the utmost care, using the resources necessary to achieve the level of security agreed with the Customer, with no obligation to achieve results. The Customer is informed that the intervention of the security guard is not intended to "flagrante delicto" or to intervene personally to stop an intrusion or apprehend a malefactor, but to note any anomaly and report it to the Service Provider. Unless specific intervention instructions have been given, the operator will only check for external signs of break-in, human or animal presence. Under no circumstances will he enter the home or business premises. In all cases, the Customer agrees to authorize the Service Provider, or any person appointed by the Service Provider, to access by any means the perimeter of the site under surveillance in order to carry out the usual checks. The Service Provider may not be held liable in the event of failure by the agent to detect a break-in if access to the site is not possible (e.g.: keys, digicode, etc.). The Service Provider may, if it deems necessary, call upon a subcontractor of its choice. These services, carried out in accordance with the Instructions, will be invoiced in addition to the remote surveillance fees within the limits of the contract entered into with the Customer.

4.5. MEANS IMPLEMENTED FOR PHYSICAL INTERVENTIONS

The intervening personnel, for whom the Service Provider assumes responsibility, will have at their disposal suitable equipment provided either by the Service Provider or by the Customer as specified in the Contract. The Customer undertakes to allow the Service Provider's personnel access to the sites in such a way as to facilitate the performance of this Contract. The Customer undertakes to comply with the obligations of the decree of February 20, 1992 relating to health and safety applicable to work carried out in an establishment by an outside company and to take all measures (in particular to inform the Service Provider and the intervening parties of the risks on its site) to ensure that the intervening parties carry out their mission under normal safety conditions.

5. CONSERVATION OF KEYS BY THE SERVICE SUPPLIER

A statement of the taking into account of keys or other means of access (badges, remote controls...) by the Service Provider will be signed jointly by the persons in charge designated by the Customer and by the Service Provider. This statement will show the number and numerical code of the keys or other means of access. The Service Provider undertakes to take good care of the keys or other means of access entrusted to it. In the event of loss, disappearance or theft of the keys or other means of access entrusted to the Service Provider, the Service Provider shall immediately notify the Customer so that the Customer can take the necessary security measures. In the event that the Service Provider's liability is established, the Service Provider shall bear the financial consequences resulting from loss, disappearance or theft, up to a limit of €7,500 (seven thousand five hundred euros). Consequently, the Customer and its insurers waive any recourse against the Service Provider and its insurers beyond this amount.

6. PROVISIONS COMMON TO ALL SERVICES OFFERED

The Service Provider provides remote surveillance and/or physical doubt removal and/or video control and/or key or access means retention services, in compliance with legislative and regulatory provisions.

6.1. PRICE

The price exclusive of tax and inclusive of all taxes payable by the Customer for the Service Provider's services will be as set out in the Contract. The Service Provider will have provided all the pre-contractual information referred to in article L.221-5 of the French Consumer Code, and in particular the information relating to price, in advance and in response to any specific requests from the individual Customer. More generally, the Customer acknowledges having received, before signing the Contract, all the information necessary for his free and informed consent. Any service not provided for in the Contract, or changes to the installation after the Contract has been signed, will be subject to an amendment, or even a new contract and additional invoicing. Amounts not paid on the due date will automatically bear interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 points. Any sum not paid on the due date will automatically give rise to the payment of a fixed indemnity of 40 euros to cover collection costs. The Service Provider reserves the right to suspend its Services for the duration of the delay in payment, beyond a period of 10 days following an unsuccessful formal notice, and to apply late payment penalties in accordance with article L. 441-10 of the French Commercial Code applicable to business customers. The Service Provider may also terminate the contract following formal notice sent by registered letter with acknowledgement of receipt, which has remained without effect for a period of 15 days. In this case, it will be the Customer's responsibility to take all necessary steps to ensure the continuity of the Services. In the event of changes of any nature whatsoever, and in particular changes in social and salary status resulting either from a collective agreement, or from existing or future provisions (of European or French origin, legislative, administrative or professional, which would result in a direct or indirect increase in labor costs, safety standards for establishments, professional standards, etc.), the Service Provider shall be obliged to pass on the resulting additional costs as soon as these decisions come into force. The Service Provider reserves the right to revalue the Contract at the beginning of each calendar year. This revaluation will take effect on the anniversary date of the Contract.

6.2. LIABILITY AND INSURANCE

The Services performed by the Provider are analyzed within the framework of an obligation of means and not of result. In application of common law, the Service Provider's liability may only be sought by the Customer or its insurers for the harmful consequences of a proven fault. Under no circumstances shall the Service Provider be liable for any event resulting from force majeure within the meaning of article 1218 of the French Civil Code. In particular, the Service Provider shall not be liable for any transmission problem originating in the transport of information (telephone network, GSM, GPRS, IP, Hertzian, radio, satellite, etc.). Similarly, it cannot be held responsible for any failure by the Customer to meet its obligations under the Contract. The Customer also declares that it has taken out all necessary insurance to cover any loss that may affect its site. The Service Provider has taken out insurance to cover the financial consequences of any liability claims. The sums shown on the certificate, which may be given to the Customer on request, represent, by mutual agreement with the Customer, the maximum amount for which its liability may be sought, regardless of the actual amount of the damage. The Customer and its insurers hereby waive all claims against the Service Provider and its insurers in excess of this amount. They also waive any recourse against the same parties for amounts less than or equal to €20,000 (twenty thousand euros). Any claim likely to give rise to liability on the part of the Service Provider must be reported to the Service Provider's head office or to the central remote monitoring station, by registered letter with acknowledgement of receipt, within five days of the claim, as evidenced by the postmark. After this deadline, any claim will be considered inadmissible.

6.3. DURATION / TERMINATION

The Contract is taken out for a period of 12 consecutive months. The starting point of this period is the date of signature of the Remote Monitoring Contract by the parties. This date will be considered as the anniversary date of the contract. At the end of this period, the contract will be renewed : - either by tacit renewal for periods of 12 months, unless the Customer or the Service Provider terminate the Contract at the end of each period, by registered letter with acknowledgement of receipt, subject to a minimum of 3 months' written notice, - or by signing a new Contract. Termination of the Contract will automatically entail the cessation of transmissions from the power station. Early termination of the contract at the Customer's initiative, in the absence of duly recorded and justified grounds (relocation, cessation of activity, death, etc.) will automatically entail payment of compensation by the Customer, equal to the amount of the sums which would normally have been received up to the end of the current contractual period. All cancellation letters must be sent by recorded delivery. In the event of non-compliance with the termination procedure, the customer will be required to pay compensation equal to 3 months of the contract to cover all management costs. At the end of the Contract or in the event of early termination, the Customer will be responsible for the formalities and costs involved in disconnecting the transmitter or modem. In the event of bankruptcy proceedings being instituted against the Customer, the latter must inform the Service Provider by registered letter with acknowledgement of receipt within 7 days of the judgment being handed down. The Contract may be terminated ipso jure by the Service Provider or by any person appointed by it, without the Customer being entitled to claim any compensation whatsoever, 15 days after formal notice by registered letter with acknowledgement of receipt has remained without effect :

- in the event of non-performance by the Customer of any of its obligations,

- in the event of the death of the end Customer, receivership, amicable or judicial liquidation, amicable or forced transfer of the Customer's business,

- in the event of technical incompatibility between the equipment and the Customer's technical environment (radio disturbances, reliability or incompatibility of the hertzian telephone line or ADSL / IP link or other wired link).

6.4. RIGHT OF WITHDRAWAL

The individual Customer then has a right of withdrawal. The withdrawal period expires fourteen (14) days after the date on which the Contract is signed by the Individual Customer. To exercise the right of withdrawal, the Individual Customer must notify the Service Provider of his/her decision to withdraw: - Either by registered letter to the following address: Scutum France, Le Guynemer, 21 bis rue du Pont des Halles, 94536 Rungis Cedex, - Or by e-mail to servicerelationsclients@scutum.fr. The Customer may use the model withdrawal form attached to the Contract or draft a statement devoid of any ambiguity expressing his wish to withdraw. The Service Provider undertakes to send the Individual Customer an acknowledgement of receipt of the withdrawal without delay on a durable medium (e.g. by e-mail).

6.5. CONFIDENTIALITY

The parties undertake both for themselves and for their employees not to communicate, in any form whatsoever, the information gathered in the course of the Service throughout the duration of the Contract and for a period of five (5) years after its termination.

6.6. COMMERCIAL PROTECTION

Unless expressly agreed by the Service Provider, the Customer shall refrain, directly or indirectly, from hiring the Service Provider's personnel during the term of the Contract and for one year after termination of the Contract.

6.7. MODIFICATION OF THE CONTRACT

All contracts or agreements, if any, between the parties, prior to the Contract and relating to the same subject matter, are hereby cancelled and replaced in all their provisions by the Contract.

6.8. INTELLECTUAL PROPERTY

The systems, software, structures, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, trademarks, databases, etc.) used by SCUTUM France within the Site are protected by all intellectual property rights or rights of producers of databases in force. All disassembly, decompilation, decryption, extraction, reuse, copying and more generally all acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of the Service Provider are strictly prohibited and may be subject to legal action. The Service Provider retains all intellectual property rights relating to its Services. Under no circumstances does the Service entail the granting of a right to the brand or to the aforementioned rights. The Customer may not make any modifications to the Services, including the equipment itself, its manual or any element accompanying it and governed by general conditions relating to rental.

7. PERSONAL DATA PROCESSING

Terms and conditions of use and protection of personal data.

7.1. PREAMBLE

The Service Provider informs the Customer, who accepts it, that all nominative information attached to the present contract and necessary for its execution are intended to be entered electronically and are therefore protected by the provisions of law no. 78-17 of January 6, 1978 relating to data processing, files and freedoms, which notably provide the Customer with a right of access and rectification in the event of error. Personal data is collected, used, stored and then deleted by the Service Provider, SCUTUM France, as referred to in these terms and conditions as the Data Processor, which determines the means and purposes of data processing. In the course of its commercial activity, SCUTUM France is required to process personal information concerning Customers. The General Data Protection Regulation No. 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as "GDPR") came into force, on May 25, 2018. The Service Provider, concerned about the confidentiality of Customers' personal data, are strengthening its personal data protection policy in order to comply with the obligations set out in the RGPD. The Contract stipulates the manner in which the Service Provider collects and processes personal data in accordance with the directives of the Data Controller. For further information, the Provider makes available on its website the General Terms and Conditions of Use and Protection of Personal Data (https://www.scutum.fr/politique-de-confidentialite/[sn1] ).

Important: the Service Provider uses the Customer's personal data only in the cases provided for by law:

- The performance of a contract concluded with the Customer,

- Compliance with a legal obligation,

- The Customer's consent, in the cases provided for by law, to the use of such personal data,

- The existence of a legitimate interest in using such personal data. Legitimate interest is a set of commercial or business reasons that justify the use of your personal data by one of the group's companies.

7.2. DATA PROCESSING MANAGER

The purposes and means of processing personal data are defined jointly with the Customer. The Service Provider acts as a Subprocessor within the meaning of Article 4 of the RGPD, i.e. it processes personal data on behalf of the Data Controller. Processing being defined as "any operation or set of operations which may or may not be performed using automated processes and applied to personal data or sets of personal data, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. "

SCUTUM France provides the Customer, within this framework, with all its skills and resources to carry out the missions provided for contractually. For any questions on these points, the Service Provider invites the Customer to contact the Service Provider's "Data Protection Officer" (DPO) accessible via the following e-mail address: dpo@scutum.fr

7.3. CUSTOMER INFORMATION AND RIGHTS

In accordance with Article 12 of the RGPD, the Customer has a right to access, modify, rectify, delete its data. To do so, they may contact the Scutum DPO by post or e-mail at the following addresses: Scutum France, 21 bis rue du pont des halles, 94536 Rungis Cedex, or at the following e-mail address dpo@scutum.fr. In addition, the Customer is hereby informed of its express agreement to the Service Provider in order to ensure the quality of the service and the monitoring of the contract, to record and monitor telephone communications exchanged between the Service Provider and the Customer, in particular those relating to the triggering and management of alarms in accordance with the regulations in force. The Customer also gives its express consent for these conversations to be retained by the Service Provider for the purposes of any proceedings or claims, while ensuring that the Customer's privacy is respected.

At any time, the Customer may exercise his individual right of access, rectification, additional information and, where applicable, to restrict or object to the processing of the personal data collected, from the Service Provider by sending a letter, by post, to the latter's customer service department, Le Guynemer, 21 bis rue du pont des Halles, 94536 Rungis Cedex. The Service Provider has also appointed a Data Protection Officer (DPO) who can be reached via a single e-mail address: dpo@scutum.fr.

7.4. PERSONAL DATA COLLECTED

All information exchanged during a telephone consultation between the Customer and the Service Provider is subject to business secrecy and will only be used for the proper execution of the order placed by the Service Provider with the Customer. The Service Provider will only use customers' personal data if the Customer consents to such use or if such use is based on one of the legal grounds provided by law, namely:

- The protection of legitimate interests,

- The performance of a contract entered into and/or an undertaking under which the Customer is bound,

- Compliance with a legal or regulatory obligation or a legitimate interest.

These personal data are collected and processed for various reasons, and in particular, to:

- Responding to any request, providing the Prestations and Services ordered or validated by the Customer, any instruction requested, it being here specified that the Service Provider is required by the Regulations in force, to inform of the possible non-compliance of an instruction with regard to the RGPD

- Meeting all legal, regulatory or fiscal obligations, complying with any applicable laws and regulations, sharing them, if necessary, with a regulator or competent authority, such as the CNIL, in strict compliance with the law.

The purpose of this transmission is to demonstrate to the competent authorities that compliance with the RGPD and legal obligations is ensured.

7.5. CONSERVATION OF YOUR DATA

Data is kept and processed for the legal period and/or the period necessary to achieve the purpose pursued and at most for a period corresponding to the duration of the contractual relationship or business relationship, increased by the periods necessary for the liquidation and consolidation of rights, prescription periods and the exhaustion of legal remedies.

7.6. PROTECTION OF PERSONAL DATA

The Service Provider implements technical and organizational measures to protect the Customer's personal data, including encryption, anonymization and the provision of physical personal data, where cases so require. For further information on the provisions of these general terms and conditions of data use the personal data protection delegate at the following e-mail address: dpo@scutum.fr. In the event of a dispute, the Customer may lodge a complaint with the CNIL, whose contact details can be found at http://www.cnil.fr.

In application of article L.223-2 of the French Consumer Code, the Individual Customer is reminded of his or her right to register free of charge on an opposition list for telephone canvassing.

8. ANTICORRUPTION CLAUSE

SCUTUM France's policy is to conduct its business successfully without resorting to practices related to corruption (passive or active). During the performance of the Contract or the validation of the quotation, the Service Provider undertakes to comply strictly with the laws in force prohibiting bribery of private individuals, influence peddling and money laundering. The Service Provider undertakes to implement and apply all necessary and reasonable measures to prevent corruption. The Customer agrees to comply with applicable anti-corruption laws (Loi sapin 2 & Art. 432-11, 433-1 et 435-1 du Code Pénal). In particular, the Customer agrees not to use any sum of money, or any other consideration, paid by the Service Provider for purposes that violate the Anti-Corruption Laws, and directly or indirectly, not to offer, promise, give, solicit or accept anything from a government-controlled company or corporation, political party or any other natural or legal person with the aim of improperly obtaining a commercial/financial advantage or influencing any act or decision.

9. ASSIGNMENT OF THE CONTRACT

9.1 ASSIGNMENT BY THE SERVICE SUPPLIER

The Customer acknowledges the Service Provider's right to assign at any time the Contract or all or part of its rights, in particular its receivables, to any third party credit institution or finance company with the option of substitution. The Customer will be informed of the assignment by any means and in particular by the wording of the schedule invoice or direct debit notice that will be issued.

9.2 ASSIGNMENT BY THE CUSTOMER

The Contract, as well as the rights or obligations it provides for, may only be assigned by the Customer, whether in whole or in part, for valuable consideration or free of charge, with the prior written consent of the Service Provider, giving the Partner 3 months' notice prior to the assignment date.

10. APPLICABLE LAW AND JURISDICTION CLAUSE

10.1 SETTLEMENT OF CONSUMER DISPUTES

In accordance with ordinance no. 2015-1033 of August 20, 2015, its implementing decree no. 2015-1382 of October 30, 2015, articles L.611 to L.616 and R612 to R616 of the French Consumer Code, the individual Customer, subject to Article L.152-2 of the French Consumer Code, has the option of submitting a request for amicable resolution by mediation, within a period of less than one year from the date of his or her written complaint to the professional. This establishment has designated SAS MEDIATION SOLUTION as a consumer mediation body, by signing an agreement registered under number CS000431/1909. To refer a matter to the mediator, the consumer must make his or her request:

- Either in writing to : Madame Éliane SIMON, mediator SAS Médiation Solution 222, chemin de la Bergerie 01800 Saint-Jean-de-Niost Tél. 04 82 53 93 06

- Or by e-mail to: contact@sasmediationsolution-conso.fr

- Or by completing the online form entitled "Seize the mediator" on the https://www.sasmediationsolution-conso.fr website.

Whatever the means of referral used, the request must imperatively contain:

- The postal, telephone and electronic contact details of the requesting party,

- The name and address of the professional concerned,

- A succinct statement of the facts,

- Proof of prior steps taken with the professional.

10.2. COMMON PROVISIONS

The interpretation and execution of the General Terms and Conditions and the Contract will be subject exclusively to French law. In the event of any dispute arising between the parties concerning the interpretation, performance or termination of the Contract, the parties shall endeavor to settle it amicably. Any disputes relating to this Contract or its consequences which cannot be settled amicably shall be submitted to the jurisdiction of the Créteil Commercial Court, which shall have sole jurisdiction even in the event of appeal or plurality of defenders.