General Terms and Conditions of Subscription and Use of the Platform

1. PRESENTATION OF THE PLATFORM

2. The OMI Platform is developed and published by OMI, a simplified joint stock company with capital of €1,250.30 registered with the Paris Trade and Companies Register under number 882 282 890, whose registered office is located at 15 rue Oudinot (75007 Paris) (the "Service Provider").

3. The OMI Platform accessible on the www.omi.so website (hereinafter the "Platform") is a digital offering that enables the creation of audiovisual creations based on 3D Models modelled by the Service Provider at the Customer's request.

4. DEFINITION

"Anomaly": any reproducible malfunction affecting the proper operation of the Platform in accordance with its Documentation, independently of any fault on the part of the Customer or use that does not comply with the Documentation and this Agreement. Malfunctions resulting from products, software, services or networks not directly supplied by the Service Provider or its subcontractors are not the responsibility of the Service Provider. Anomalies may be :

• "Blocking Anomalies": Anomalies that result in the impossibility of executing the full functionality of the Platform.
• "Major Anomalies": Anomalies which result in the impossibility of executing one or more major functionalities of the Platform, when a workaround solution cannot be rapidly implemented.
• "Minor anomalies": Minor anomalies that are neither blocking nor major.

"Data Protection Laws" means: (a) EU Regulation 2016/679 ("GDPR"); (b) GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"), together with the UK Data Protection Act 2018.

"Event of Force Majeure" means any circumstance not within a party's reasonable control including, without limitation: acts of God, flood, drought, earthquake, or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party); any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this clause); or any interruption or failure of utility service.

"General Terms and Conditions of Subscription and Use" or "GTC" means this Agreement, including the Subscription Package chosen by the Customer, the General Terms and Conditions (whether or not included in the quotation provided to the Customer by OMI or accessible online) and their appendices.

"Intellectual Property Rights" means all intellectual property rights such as patents, utility models, know-how, copyrights, software and database rights, trademark rights and similar rights, whether registered or not, including all applications for registration, renewals and extensions thereof, throughout the world.

"Login Details": means the login details and password allocated to the User in a personal and confidential way, enabling access to the Platform and the Partner modules subscribed to from a personal area.

"Maintenance" means the services provided by the Service Provider to correct any Anomalies in the Platform so that it performs in accordance with its documentation in an uninterrupted manner ("Corrective Maintenance"), as well as the optional services provided by the Service Provider to enable the Platform to evolve ("Evolutive Maintenance").

"3D Model(s)" means the 3D Model, i.e. the three-dimensional digital model of the Customer's products, which the Customer uploads to the Website so that the Service Provider, via the Platform, can model them in three-dimensional digital format.

"Module" means a set of chargeable features and options available on the Platform to which the Customer may subscribe at the time of or during the subscription period and which are presented on the omi.so website. The Modules are presented on the omi.so website in the form of a pack.

"Party(ies)" means, together or separately, the Service Provider and/or the Customer.

"Personal Area" means the area specific to the User, accessible from the Platform using his/her login details and enabling access to the Platform services and partner modules subscribed to by the Customer.

"Platform" means the OMI platform on which the Customer can create audiovisual creations based on the 3D Models.

"Results" means the audiovisual creations produced by the Customer and generated on the Platform from the 3D Models, as well as any photos or videos of these creations.

"Subscription Package" means the Customer's subscription to one of the Platform's fee-based offerings (i.e. a right to access and use the Platform in SaaS mode as well as the hosting of the data resulting from such use, as described in these GTC) provided by the Service Provider to the Customer under these GTC as well as in Corrective Maintenance services and enabling the Customer to benefit from the services offered by the Platform. The subscription package depends on the number of Module products chosen by the Customer.

"User(s)" means the person authorised by the Customer to use the Platform.

"User Data" means the data entered by the User on the Platform in order to complete, delete or add information.

1. ACCEPTANCE AND ENFORCEABILITY OF THE GTC

2. The User's online acceptance of these GTC implies unreserved acceptance of their terms and conditions. The User declares :

• That he/she has read the conditions under which the Platform operates;
• That he/she has the capacity and power to bind the Customer; 
• That he/she has all the necessary and technical skills to access and use the Platform and partner modules.

1. The GTC may be amended or modified at any time by the Service Provider. The User will be notified of the new version of the GTC.

2. ACCESS TO THE PLATFORM 

3. Creating a Personal Area

In order to access the Platform and its functionalities, the User must have a personal space (an online account). The User must provide the Service Provider with their first and last name, email address, company and job title. The User undertakes to provide accurate and up-to-date information and to be authorised to use the Platform by the Customer.

The User will then be able to log in using the Login Details provided by the Service Provider and access their personal area. The User undertakes to respect the level of authorisation granted to him/her.

1. Confidentiality of login details

The User is responsible for the confidentiality of his/her Login Details and undertakes to take all necessary measures to ensure that this confidentiality is ensured and to prevent any identity theft or any fraudulent or unauthorised activity on his/her account.

The User undertakes to notify the Service Provider as soon as possible of any disclosure to a third party of his Login Details or any fraudulent use of his personal space.

The User is fully responsible for all operations carried out using his/her Login Details.

1. Account suspension or closure

In the event of non-compliance with these GTC and without prejudice to any other rights or remedies which may be available to it, the Service Provider reserves the right to:

• suspend the User's account while the necessary checks are carried out and until the cause of the suspension has disappeared, 
• close this account, particularly in the event of repeated breaches of the obligations set out in the agreement or infringement of the intellectual property rights of the Company or its partners.

The User's account may also be suspended or closed in the event of non-payment by the Customer of invoices or termination for any reason whatsoever of the Customer's Subscription Package.

1. SERVICES

2. Subscription

(a) Rights of use

The Service Provider grants the Customer a non-exclusive and non-transferable right to access and use the Platform for the duration of the Subscription Package (in accordance with Article 7 below) in consideration of the price set out in the Subscription Package chosen and under the conditions set out in article 6 below. This right of use only covers the Modules selected by the Customer. Only Users with Login Details are authorised to access and use the Platform.

This right of use is by remote access and solely for the Customer's internal use and to the exclusion of any other purpose.

This right of use automatically ceases at the end of the Subscription Package or when it is terminated for any reason whatsoever.

It is agreed between the Parties that the Platform, the documentation and any other information provided by the Service Provider to the Customer are and remain the exclusive property of the Service Provider.

(b) Hosting

Under the Subscription Package, the Service Provider will host the Platform and User Data on its servers or on the servers of its subcontractors. The Service Provider will ensure the proper operation and security of the hosting infrastructure.

(c) Corrective Maintenance

Under the Subscription Package, the Service Provider will provide Corrective Maintenance services for the Platform.

1. FINANCIAL CONDITIONS / SUBSCRIPTION AND CREDIT TERMS

2. Prices for Services / Subscription Packages

Prices are indicated excluding taxes (VAT) depending on the Subscription Package chosen by the Customer. Any applicable VAT or other taxes must be paid by the Customer in addition. The Customer must select the Subscription Package, including those directly on the www.omi.so website.

Any additional service not provided for in the chosen Subscription Package will be subject to additional price, which will be communicated to the Customer in advance.

1. Terms and conditions of Subscription Package

The price of the Subscription Package depends on the number of products the Customer wishes to add to the Platform and the Modules chosen when subscribing to the Subscription Package on the omi.so website. Any variant of the same product counts as a separate product.

Regardless of the package and the number of products and Modules chosen, the Customer may choose between monthly payment or annual payment in advance. The annual payment in advance gives rise to a discount in the total price of the Subscription Package, as indicated on the omi.so website.

The Customer may add products or Modules directly via the Platform, in which case the price of the Subscription Package will be adjusted accordingly. Any addition of Modules or products is firm and definitive until the end of the ongoing Subscription period (Initial Period or Renewal Period), without this altering the Duration of the Subscription Package. As an exception, if one (or more) product(s) or Module(s) is (are) added during the three (3) months prior to the anniversary date of the Agreement, then the Agreement will be automatically renewed for a further period of one year from the date of the addition of the said Module or product.

One month before the anniversary date of the Initial Period or of each Renewal Period, the Customer will have the opportunity to change the number of products and Modules applicable for the next Renewal Period. Failing this, the Agreement will be renewed on the same basis, in accordance with article 7.

1. Billing terms 

Unless otherwise agreed between the Service Provider and the Customer, the Customer must pay the invoices issued by the Service Provider within thirty (30) days of the invoice date by direct debit, credit card or bank transfer, in accordance with the terms and conditions set out on the Platform.

The price of the subscription will be invoiced either in arrears each month in the case of a subscription with monthly payment, or in full at the time of subscription by the Customer in the case of annual payment in advance.

If the Customer fails to make a payment due to the Service Provider by the due date, then, without limiting any of the Service Provider's other rights or remedies), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Such interest shall accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

1. Price revision

Prices are fixed for the duration of the Subscription Package. The Service Provider reserves the right to change the prices of the Subscription Packages at any time, subject to three months' notice. The new prices will only be applicable to the Customer from the next Subscription Package Renewal Period in accordance with article 7.

1. DURATION 

2. The Agreement is concluded for an initial fixed period of one year from the date of subscription to the Subscription Package (the "Initial Period"). At the end of the Initial Period, the Agreement will be automatically renewed by tacit agreement for further successive periods of one (1) year each (each, a "Renewal Period") unless terminated by the Customer or the Service Provider under the conditions set out below or under the conditions set out in article 8 "Termination". 
3. The Agreement may also be tacitly renewed if a Module or a new product is added in the three (3) months prior to the expiry date of the Initial Period or a Renewal Period, in accordance with Article 6.2. 
4. The Initial Period and the Renewal Periods are together referred to as the "Term". 

5. Either Party may terminate the fixed-termed Subscription Package on written notice, sent by post using registered signed-for delivery, or via the Platform's functionalities, by giving at least two (2) months' notice prior to the expiry date of the Initial Period or prior to the expiry date of the Renewal Period.

6. COMMITMENTS OF THE SERVICE PROVIDER

7. Platform availability

The Service Provider endeavours to maintain 24/7 access to the Platform and availability close to 99.9%.

Access to and use of the Platform may be temporarily suspended for Maintenance purposes. The Service Provider's maintenance service endeavours to optimise the service in order to minimise the inconvenience caused. The Service Provider shall not be held liable for any unavailability of access to and use of the Platform, in particular if such unavailability is due to external factors, including technical reasons, network overload, misuse of the Platform or failure of Internet service providers.

1. Online assistance

The Service Provider provides Users with online help and notifications of the development and online availability of new functions.

This online assistance is only a technical support offered to the User and does not engage the responsibility of the Service Provider, neither in terms of advice, nor in terms of quality of service.

1. Security

The Service Provider endeavours to provide a high level of security for its Platform, in particular by making regular back-ups, by securing connections using encryption, by securing data transmission using an encryption key, by carrying out external security audits, by using certified hosting services located in France and by carrying out intrusion tests.

The User also agrees to take all appropriate measures to protect his/her own User Data and/or software from contamination by any viruses on the Internet. The User undertakes not to use any devices or software of any kind that would interfere with the proper operation of the Platform.

The User must inform the Service Provider of any failure or malfunction of the Platform or partner modules used.

1. COMMITMENTS OF THE USER

2. The Customer undertakes to ensure that its Users comply with these terms and conditions. In this respect, each User is solely responsible for all activities carried out on and from the Platform. It is therefore their responsibility to ensure that they have all the rights, authorisations and permissions required for said activities.

The Customer undertakes to ensure that its Users undertake to:

• use the Platform in accordance with these GTC and all the documentation and best practices transmitted and available online; 
• respect the Service Provider's intellectual property rights as defined in the "Intellectual Property" section; 
• only use and download on the Platform elements or 3D Models for which the Customer has the necessary rights and licenses for this activity;
• respect the rights of third parties, in particular the rights of partners, the confidentiality of User Data and the protection of personal data; 
• use the Platform's functions with care, in particular those for modifying or deleting Data;
• act in accordance with professional sector rules and applicable legal provisions. 

1. INTELLECTUAL PROPERTY

2. Ownership of the Platform

The Service Provider has developed the OMI Platform and all associated documentation.

The Service Provider holds all copyrights to the elements that make up the Platform, in particular the concepts behind the Platform, the software, all development and configuration, the functionality of the Platform, the algorithms, the tree structure of the Platform, the databases and in particular the unified repository, the graphical interfaces, the processes, the graphics and logos, the documentation and all the content of the Platform and the www.omi.so website.

These GTC do not imply any transfer whatsoever of intellectual property rights over the Platform and its elements. The User is simply authorised to access and use the Platform under the conditions defined herein and in accordance with his or her authorisations.

In particular, the Customer and its Users are prohibited from:

• using, copying, modifying, renting, leasing, subletting, sublicensing, transferring or authorising access by a third party to any element of the Platform, except where expressly authorised under these GTC; 
• modifying the Platform or creating a derivative work from the Platform; 
• reverse engineering the Platform, except in cases authorised by law. In this respect, before exercising this right, the Customer must ask the Service Provider for the information necessary to ensure interoperability with other software and the Customer may only exercise this right if the Service Provider refuses or does not reply within a reasonable period of time, and provided that this information is not used by the Customer to provide services to third parties. Decompilation of the Platform for any other purpose is strictly prohibited;
• gaining unauthorised access to the Platform or its associated systems or networks (for example, by impersonating another user of the Service or by providing false information regarding their identity); 
• disrupting or interrupting the operation of the Platform or the processing of the data contained therein (for example, by means of unauthorised comparative tests or penetration tests); 
• distributing or storing any infringing, obscene, threatening, defamatory or unlawful content via the Platform, or
• distributing or storing content containing viruses, worms, Trojan horses or other malicious or harmful computer codes, files, scripts, agents or programs via the Platform.

It is expressly agreed that the Customer may not correct any Anomaly whatsoever, as the Service Provider reserves the sole right to do so.

1. Ownership of 3D Models (Input)

The 3D Models created by the Service Provider remain the property of the Service Provider and these GTC do not imply any assignment or transfer to the Customer of the Intellectual Property rights on the 3D Models generated by the Service Provider, nor any right of exploitation thereof by the Customer other than the rights set forth herein.

1. Ownership of Results (Output)

The Customer is the owner of the Results generated via the Platform and is free to download them onto its own systems and to use them on all media and in all territories.

The rights assigned include in particular:

• the right of reproduction understood as the right to reproduce, publish, fix and digitise the Results in whole or in part, without limitation as to number, by any means and on any medium, and in particular on paper, digital, computerised or electronic media, USB keys or any other medium known or unknown to date;
• the right of adaptation, including the right to modify, translate, arrange, touch up, compile, correct, integrate, transcribe and translate the Results into any computer language, to create new elements or works derived from the Results, to assemble them and to integrate them into any other service or intellectual creation, by any process known or unknown to date and by any means;
• the right of representation, including the right to represent, distribute and disseminate the Results privately or publicly to any public, by any means and on any current or future media, and in particular on paper or digital media and by any means of telecommunication, such as cable, satellite, terrestrial, network of any kind, and in particular of the Internet or intranet type. 

The present assignment is granted by the Service Provider to the Customer, for the whole world and for the legal duration of copyright protection in force. The price of the assignment of Intellectual Property rights over the Results is included in the prices indicated in the Subscription Package.

The Customer grants the Service Provider, without additional compensation, a non-exclusive licence to use the Customer's Results, valid worldwide for the entire duration of the Intellectual Property rights, for the purposes of promoting the Platform or for any internal use aimed at improving the Platform.

1. Trademarks and distinctive signs

The distinctive signs of the Service Provider and, where applicable, its partners, such as domain names, trademarks, names and logos that may appear on the Platform must not be used by the Customer without the Service Provider's express prior written permission, including without limitation, the "OMI" trade mark.

Any total or partial reproduction of these distinctive signs without the express authorisation of the right holder is prohibited.

1. Use of User Data

User Data remains the property of the User and is the responsibility of the User who enters it on the Platform.

The User undertakes to respect the rights of third parties (intellectual property and in particular architectural plans, privacy, personal data, confidentiality) and to inform the Service Provider of any restrictions on the processing or cross-referencing of certain data.

The User warrants that he/she has the necessary rights and authorisations to process User data and warrants the Service Provider as to the legality of the content and use of such data on the Platform. The User shall defend and indemnify the Service Provider against any claims by third parties that any material or data uploaded by the User to the Platform constitutes an infringement of such third party's copyright, and/or confidential information. .

1. Intellectual property rights indemnity

The Service Provider warrants that it holds or has the necessary authorisations and rights to all the intellectual property rights covered by the Agreement, in particular the Platform, the services and the documentation.

Subject to the following provisions of this clause 10.6, the Service Provider shall defend and indemnify the Customer against any damages awarded against the Customer in a final non-appealable decision, by a court of competent jurisdiction, in respect of any claim or legal action brought by a third party that the Customer's use of the Platform, services or documentation provided by the Service Provider constitute an infringement of such third party's copyright.(together, a "Claim").

The Customer shall notify the Service Provider in writing as soon as it becomes aware of any such Claim and shall leave the exclusive control of the defense to the Service Provider, at its own expense. The Customer shall also be entitled to participate, at its own expense, in such defense and shall co-operate in good faith with the Service Provider in such defense.

The indemnity referred to above shall not apply if the Claim is caused by:

• misuse, modification or adaptation of the Platform by the Customer;
• failure by the Customer to implement corrections or improvements to the Platform made available free of charge by the Service Provider;
• using, marketing or making available the Platform for the benefit of a third party;
• information, instructions, specifications or materials supplied by the Customer or a third party at the Customer's request.

In the event of a suspected or confirmed Claim, the Service Provider undertakes, at its own expense and at its own discretion and within commercially reasonable timescales, to either:

• obtain in court for the Customer the right to continue to use the Platform and the Documentation; or
• replace or modify the disputed elements with elements offering substantially equivalent functionalities that do not constitute an infringement of a third party's right.

If none of the above options is possible on reasonable commercial terms, at the Provider's discretion, the Provider may require the Customer to return or cease use of the infringing part of the Platform.

The provisions in this clause constitute the Customer's sole right and remedy in respect of any Claim. All other relevant rights, remedies and warranties available to the Customer are excluded.

1. PERSONAL DATA

2. The Service Provider's commitment

The Service Provider is committed to respecting privacy and protecting personal data. It undertakes to develop the Platform and all services in accordance with the principles of privacy by design and privacy by default.

The conditions for collecting, processing and storing Users' personal data and the conditions for exercising rights are detailed in OMI's Privacy Policy.

The Service Provider is the data controller of the processing of personal data relating to Users and undertakes to comply with the Data Protection Laws.

Users may exercise their rights regarding their personal data by sending a request by email to hugo@omi.so.

1. CONFIDENTIALITY

2. Each Party undertakes to treat as strictly confidential all information communicated to it as such by the other Party in the context of the performance of this Agreement. Consequently, each Party undertakes not to disclose, for the entire duration of this Agreement, for any reason whatsoever, the said information, in any form whatsoever, for any purpose whatsoever and to any person whatsoever.

The obligations imposed on the Parties by this Article shall not, however, apply to information :

• which the receiving Party can prove was known to it prior to the date of their communication; 
• which was publicly known on the date of their communication; 
• which, after communication, become accessible to the public by publication or any other means, unless this is the result of fault or negligence on the part of the receiving Party. 

1. Each Party undertakes to grant access to confidential information only to those of its managers, employees, agents, advisers or subcontractors who need to have access to it for the proper performance of the Agreement and subject to compliance by them with this confidentiality obligation.  

2. These confidentiality obligations imposed on the Parties will remain in force for a period of three (3) years from the end of this Agreement, for any reason whatsoever.

3. LIABILITY

4. Nothing in these GTC shall limit to exclude a Party's liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.

5. Subject to clause 13.1:

6. the Customer acknowledges and agrees that the Platform is provided on an "as-is" basis, and that all users the Platform do so at their own risk; and

7. the Service Provider shall in no circumstances be liable to the Customer for any indirect or consequential loss or damage, including without limitation any of the following: (i) loss of profits; (ii) loss of business; (iii) loss of goodwill; (iv) loss of reputation; (v) loss of contracts; or (vi) loss or corruption of data.

8. Limitations and exclusions of liability :

To the extent permitted by law, the Service Provider shall not be liable for:

• misuse by the User of the Platform or the partner modules made available; 
• the effectiveness and content of partner modules; 
• failure to comply with the technical prerequisites;
• the content, reliability and completeness of the User Data, which is added by the Users themselves; 
• any failure of the Internet network or means of communication.

Subject to clauses ‎13.1‎, 13.2 and ‎13.3, the Service Provider's liability is limited to an amount equal to the greater of: (i) the total sums received by the Service Provider under the Subscription Package chosen by the Customer during the preceding twelve (12) months prior to the breach; and (ii) £10,000.

1. TERMINATION FOR BREACH

2. Either Party may terminate these GTC in the event that the other Party commits a material breach of any of its terms and conditions and (if the breach is capable of remedy) fails to remedy the breach within 30 (thirty) days' written notice. 
3. Without prejudice to its rights under clause 14.1, the Service Provider may terminate the Subscription Package automatically and/or stop Users' access to the Platform if the Customer fails to pay any amount due in respect of the chosen Subscription Package(s) by the applicable due date, on 10 (ten) calendar days' written notice requesting payment.  

4. In the event of early termination due to the Customer's fault (including pursuant to clauses ‎14.1 and ‎14.2), all sums paid by the Customer shall be definitively forfeited to the Service Provider and any fees or sums due up to the end of the Subscription Term shall become immediately payable and must be paid by the Customer within 15 days (fifteen days) of the effective date of termination.

5. TRANSFER 

This Agreement is personal to the Parties. It may not therefore be assigned, transferred, or sublicensed in any form whatsoever.

Notwithstanding the foregoing, either Party may assign this Agreement together with all of its rights and obligations hereunder, without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets related to this Agreement that does not involve a direct competitor of the other Party.

1. SUBCONTRACTING

It is understood that the Service Provider may, under its own responsibility, use the services of external consultants and service providers to perform part of its obligations under these GTC and remains fully responsible for them.

1. FORCE MAJEURE

2. Except for the obligations to pay the price, in the event of an Event of Force Majeure neither Party shall be deemed to be in breach of these GTC, if it is prevent, hindered or delayed from performing its obligations.

3. If the Event of Force Majeure persists for more than three (3) consecutive months, this Agreement may be terminated by either of the Parties by registered letter with acknowledgement of receipt, without prior formal notice or compensation or liability on either side.

4. COMMERCIAL REFERENCE

The Customer authorises the Service Provider to mention the Customer as one of its customers and to reproduce the Customer's logo and trademark on any promotional or advertising document relating to the Service Provider's activity, as well as on the Service Provider's website.

1. GENERAL STIPULATIONS 

2. Entire Agreement

All the clauses and conditions of these GTC are binding on the Parties. Each of them is a determining condition of the GTC without which the Parties would not have entered into the agreement, subject to the stipulations below relating to validity. These GTC reflect all the commitments made by the Parties in the context of its purpose. The GTC cancel and replace all written and verbal agreements, delivered or exchanged between the Parties, prior to its date of entry into force.

1. Interpretation

In the event of any difficulty of interpretation between any of the headings appearing at the beginning of the clauses and any of the clauses, the headings will be declared non-existent.

1. Modification

Any modification of any of the clauses or conditions must be recorded in writing, signed by the persons duly authorised by each Contracting Party, and will constitute an amendment to the GTC.

1. Notification

Where no specific notification procedure is provided for in the GTC, notifications will be made between the Parties by email, to the email addresses provided by the Customer when subscribing to the Subscription Package.

1. Validity

In the event that any one of the clauses of these GTC is declared null and void or inapplicable by any jurisdiction whatsoever and this by a final decision, this clause will be deleted without resulting in the nullity of the GTC as a whole, all the clauses of which will remain in full force and effect. However, in the event that the nullity or inapplicability of a clause of the GTC would seriously affect the legal and/or economic balance of the latter, the Parties agree to meet in order to replace the said clause with a valid clause which is as close as possible to it in both legal and economic terms.

1. Waiver

Any waiver, of whatever duration, of the existence or total or partial breach of any of the clauses of the GTC shall not constitute a modification or deletion of the said clause or a waiver of the right to invoke previous, concomitant or subsequent breaches of the same or other clauses. Such a waiver will only be effective if it is expressed in writing and signed by the person duly authorised to do so. The fact that a Party does not avail itself of a breach or does not act as a result thereof shall not constitute a valid waiver.

1. Applicable law and competent jurisdiction.

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these GTC or their subject matter or formation

Any dispute arising from the interpretation or performance of these GTC shall be subject to a prior attempt at amicable settlement. To this end, the Parties undertake, within a period of thirty (30) calendar days (this period may be expressly extended between the Parties), to attempt to resolve any dispute amicably beforehand. The Party wishing to implement this amicable settlement procedure must notify the other Party in writing by post, sent by registered, signed for delivery. Each of the Parties undertakes to appoint two persons from its company, at "general management" level, within a period of seven (7) Days of the date of the notice. In the event the dispute is settled, the Parties undertake to sign a confidential settlement agreement. If the Parties do not reach an agreement, the exchanges within the framework of the conciliation procedure remain confidential and may not be used within the framework of legal or arbitration proceedings.

ANY DISPUTE THAT MAY ARISE BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER, FORMATION, PERFORMANCE, INTERPRETATION OR TERMINATION OF THESE GTC WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF ENGLAND AND WALES.