General Terms & Conditions

Cegid UK_ Mode Solution_GTC_20.03.2014
Initialing Cegid : Initialing Customer :
Cegid Limited, incorporated and registered in England & Wales with Company Number 06698425 c/o 3rd Floor, 1 Ashley Road Altrincham, Cheshire WA14 2DT
Software License and Services Agreement
General Terms and Conditions

ARTICLE 1 – IMPORTANT NOTES REGARDING THE SOFTWARE PACKAGES
1.1. The Software Packages offered by Cegid are standard products designed to meet the needs and requirements of the largest number of software users.
1.2. It is the Client’s responsibility, prior to acceptance of the Agreement, to verify that the Software Packages comply with its needs and
constraints and, for that purpose, to request the necessary information from Cegid, such as documentation, presentations, or demonstrations. If
no such request is made, the Client acknowledges that it has been sufficiently informed regarding the Software Packages’ features,
functionalities, characteristics, and constraints.
1.3. In fulfilling its duties under the Agreement Cegid shall not be bound to comply with any specification or document stating needs and
requirements that has been prepared by or on behalf of the Client. Cegid may provide an adaptation of the Software Packages in accordance with
the needs and requirements stated by the Client, only pursuant to a special agreement not governed by these General Terms and Conditions.
1.4. Support and Maintenance Services and Professional Services offered by Cegid are necessary to the proper use of the Hardware and the
Software Packages. Consequently, the Client is responsible, in view of its needs and requirements, to evaluate whether the use of the Support
and Maintenance Services and Professional Services is appropriate.
1.5. The Client must fulfil the Technical Prerequisites as recommended by Cegid. The Client is responsible for ensuring changes in its hardware
and software in conformance to changes in the Technical Prerequisites.

ARTICLE 2 – DEFINITIONS
For purposes of these General Terms and Conditions, the following terms are to be understood to have the meanings defined hereinafter:
“AFFILIATE”: in respect of either party i.e. Cegid or the Client, any person or entity that Controls, is Controlled by, or is under common
Control with, such party, and “Control” or “Controlled by” means ownership of more than fifty per cent (50%) of the voting stock, shares or
interests of such entity.
“AGREEMENT: the entire set of documentation consisting of the documents enumerated in Article 3.1.
CEGID: The Client’s counterparty in the Agreement.
CEGID SOFTWARE PACKAGE: Standard management software package, marketed by Cegid, including the documentation containing
procedures and instructions for its use.
CLIENT or CUSTOMER: the person or legal entity who purchases the Software Packages, Third Party Software, Support and Maintenance
Services and/or Professional Services from Cegid.
GENERAL TERMS AND CONDITIONS or GTC: means the general terms and conditions set out herein.
HARDWARE: Computer hardware designated in Part “Description of the items ordered”, or equivalent hardware, that enables operation of the
Software Packages. The Client may purchase the Hardware from Cegid.
INTELLECTUAL PROPERTY RIGHTS: any patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how,
database rights and any other similar intellectual property rights, whether registered or unregistered and all applications for the same, anywhere
in the world.
LICENCE FEE: means the fee set out in Part “Description of the items ordered” of this Agreement.
PROFESSIONAL SERVICES: Professional Services offered by Cegid and purchased by the Client. They are described in the Terms of
Professional Services.
ORDER: the Order at Part “Order” of the Agreement setting out the Client’s order for Software Packages, Third Party Software, Support and
Maintenance Services and Professional Services.
THIRD PARTY COMPONENT: any third party software product or service provided by Cegid to Client with the Cegid Software Package
(embedded or not) or services or any open source or other publicly available software or component. All Third Party Components are provided
AS IS, without representation or warranty of any kind, express, statutory or implied.
SOFTWARE PACKAGE: means together a Cegid Software Package and Third Party Component.
SUPPORT AND MAINTENANCE SERVICES: support and maintenance services provided by Cegid and described in the Terms of Support
and Maintenance Services. The Support and Maintenance Services do not include the supply of adaptations and/or evolutions to the Software
Package that may be necessary as a result of changes in the applicable law and regulations except to the conditions applicable to the Cegid
Software Package “Yourcegid Retail CBR for which the Client has ordered the Country Package services as set forth under Article 8.
TECHNICAL PREREQUISITES: list of hardware and devices recommended by Cegid as suitable for use of the Software Package, that the
Client must implement and comply with.
TERMS OF PROFESSIONAL SERVICES: document issued by Cegid and describing the content of Professional Services to be supplied by
Cegid to Client. The Client may access to Terms of Professional Services by request sent to Cegid.
TERMS OF SUPPORT AND MAINTENANCE SERVICES: document describing the special terms and conditions for the providing of
Support and Maintenance Services. Terms of Support and Maintenance Services may differ depending on the Support and Maintenance Services
selected by the Client and to be supplied by Cegid. Certain Support and Maintenance Services may be subject to special provisions regarding
term, billing, and liability that shall prevail over the provisions of these General Terms and Conditions. Such provisions will be detailed in the
relevant Terms of Support and Maintenance Services.
THIRD PARTY SOFTWARE: the software defined in the Order (not including any Cegid Software Package and Third Party Component)
developed by a third party and for which Cegid has been granted with the right to distribute it to its own customers. Third Party Software may
include, without distinction, operating system, backup, and database management software as well as, in general, antivirus software and office or
technical environment applications.
USERS: a member of the Client’s staff/employees who is authorised by the Client to access, or may have access, to the Software Package or a
physical or material device, for internal use in accordance with the scope of Named Users referred to in Article 5.4 below.
Cegid UK_ Mode Solution_GTC_20.03.2014
Initialing Cegid : Initialing Customer :
Cegid Limited, incorporated and registered in England & Wales with Company Number 06698425 c/o 3rd Floor, 1 Ashley Road Altrincham, Cheshire WA14 2DT

ARTICLE 3 – AGREEMENT AND ACCEPTANCE
3.1. The Agreement shall consist of all the following contractual documents, in hard copy:
• Part “Description of the items ordered”;
• Part “Order”;
• Part “General Terms and Conditions”, as completed, if necessary, by the Technical Prerequisites, the Terms of Professional Services,
and the Terms of Support and Maintenance Services. Except if otherwise expressly provided in the Terms of Professional Services,
these General Terms and Conditions shall prevail over any other contractual document; and
• Part “ specific Terms and Conditions”, if necessary, to complete these General Terms and Conditions.
The documents governing and describing the Support and Maintenance Services and the Professional Services, specifically the Terms of Support
and Maintenance Services and the Terms of Professional Services, will be sent to the Client upon formal request sent to Cegid by registered
mail. Cegid recommends that the Client review said documents which are freely available and downloadable on Cegid’s website
(https://www.cegid.com)/ All clarifications and additional information provided by Cegid relating to the Agreement, and brought to the attention
of the Client by any means, unless these have been expressly contradicted by the Client prior to signing the Agreement, shall be considered to
have been accepted by the Client and constitute an integral part of the Agreement.
3.2. The Client acknowledges that it has reviewed the terms of the Agreement and accepts these without reservation.
3.3. The Agreement is executed by the signing of the Order, referencing these General Terms and Conditions and constituting acceptance of the
entire Agreement.
3.4. For purposes of long distance or counterparts acceptance of the Agreement, the Client acknowledges and agrees that faxes bearing the
signature of one of its authorised representatives or agents or scanned copies of the signed document, which are received by Cegid, are valid as
written proof and may be validly enforced by Cegid.
3.5. Acceptance to the Agreement through an electronic means is fully enforceable like an acceptance through a hard copy.
Electronic records stored in computer systems will be kept under reasonable conditions in order to ensure the security of the transaction and may
be used freely as proof of communications that occurred between the Parties.
Storage of contractual documentation will be effectuated on a reliable and sustainable support which will enable the documents to be used as
proof.
3.6. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements,
arrangements and understandings between them, whether written or oral, relating to its subject matter.
3.7. Each party agrees that it shall have no remedies in respect of any representation or guarantee (whether made innocently or negligently) that
is not set out in the Agreement.
3.8. No variation to any part of the Agreement shall be effective unless the same is confirmed in writing and signed by Cegid.

ARTICLE 4 – PURPOSE
The purpose of these General Terms and Conditions is to define the terms and conditions under which Cegid agrees to supply to the Client the
Software Packages, Third Party Software, Hardware, Professional Services, and Support and Maintenance Services detailed in the Agreement.

ARTICLE 5 – GRANT OF LICENCES FOR THE SOFTWARE PACKAGES / THIRD PARTY SOFTWARE
5.1. All Intellectual Property Rights relating to or subsisting in any Software Package and/or Third Party Software supplied under the Agreement
shall remain the sole and exclusive property of Cegid or third party licensor. Consequently, the Client is only granted, under the terms of the
Agreement, with a non-exclusive, non-sublicensable, and not transferable right to use the machine-readable object code of the Software Package
and the Third Party Software. Client shall not modify or otherwise make derivative works of the Cegid Software Package. Any such
unauthorized works developed by Client, and any Intellectual Property Right embodied therein, shall be the sole and exclusive property of
Cegid.
5.2. The right of use the Software Package and/or Third Party Software is granted by Cegid subject to Client’s compliance with all the terms and
conditions in these General Terms and Conditions and this Agreement, including payment of the Licence Fee specified in the Order.
5.3. For the Software Packages, the term of the licence shall be equal to the term of protection of the Software Package under its copyright,
within the contractual and usage limits set out in the Agreement. For Third Party Software, the term of the licence shall be determined according
to the applicable terms and conditions as fixed by the third party licensor.
5.4. Except in the event that it is provided otherwise by the parties, Cegid Software Package license is accounted by named
user or thresholds or ceilings as specified in Part “Description of the items ordered”. When Cegid Software Package license
is accounted by named user, “Named User” shall mean :
– either the individual user, designated by the Client, and who is provided with a user name and a personal password that can access the
Cegid Software Package ;
– and / or physical or logical systems having access to and using Cegid Software Package (personal computer, mobile device, points of
sale, etc.).
License is granted for the use of Third Party Components on the same basis and principles, as specified in the Order.
Considering Third Party Software, license is granted in accordance with the conditions as specified in the Order and the applicable terms and
conditions of use as fixed by the third party licensor.
Otherwise, Cegid publishes a set of complementary functionalities accessible through web services. When the Client benefits from said web
services, it will be invoiced on the basis of the physical devices that it uses to access these services ( mobile devices, terminals, etc.) and/or per
unit of resource consumed. The unit of resource / number of devices are those specified in Part “Description of the items ordered” and/or 2.
Cegid UK_ Mode Solution_GTC_20.03.2014
Initialing Cegid : Initialing Customer :
Cegid Limited, incorporated and registered in England & Wales with Company Number 06698425 c/o 3rd Floor, 1 Ashley Road Altrincham, Cheshire WA14 2DT
Any modifications in the number of users and / or the fixed thresholds are subject to Cegid’s expressed approval, and if such approval is
obtained, to a payment of an additional fee on the basis of Cegid’s rate in force.
5.5. Cegid reserves the right to correct any possible Cegid Software Package failures/defects. The respective third party licensor also reserve the
right to correct any failure/defect in the Third Party Software and Third Party Component.
5.6. The Client shall not infringe, either directly or indirectly, the Intellectual Property Rights of Cegid and the respective third party licensor of
the Third Party Components and Third Party Software and shall indemnify and hold Cegid harmless against any loss or damage which it may
suffer or incur as a result of the Client’s breach of this article. Specifically the Client shall:
– use the same in conformance with their associated documentation and as permitted under this Agreement and solely for the business
purposes of the Client;
– not remove any trademark ownership indications or markings or other indications or markings;
– be prohibited from making available the Software Packages and Third Party Software to third parties, either directly or indirectly, on any
basis whatsoever, in any form (especially as an ASP “Application Service Provider”), by any means including but not limited to by lease,
loan or shared use, or copy, for any reason whatsoever, either free of charge or for consideration, except with Cegid’s express prior written
consent or express authorization stated in Terms of Support and Maintenance Services;
– be prohibited from copying all or any part of the Software Packages and Third Party Software, except to make one (1) backup copy, solely
for backup and security purposes. In the event that the Client shares a site with third parties, it shall adopt all necessary measures to ensure
that said third parties cannot use, or access the Software Packages and Third Party Software;
– it shall not disclose the content of any Software Package or Third Party Software and will not assign, transfer or sub-license its licence, on
any basis whatsoever; and
– it guarantees its personnel’s compliance with the above provisions.
Without prejudice to Cegid’s other remedies under this Agreement or in law, any breach by the Client of these obligations shall enable Cegid to
terminate the Agreement with immediate effect by giving written notice by registered post to the Client.
The Client shall not decompile or disassemble or reverse engineer the Software Packages and Third Party Software for any purpose including for
interoperability needs and requirements. Cegid shall deliver to the Client, within a reasonable period of time, all the information necessary for
the interoperability of the Software Packages and Third Party Software with the Client’s information system existing at the time of execution of
the Agreement. The Client shall not use the knowledge obtained during the above-indicated operations for any purpose other than
interoperability, in particular this knowledge must not be used for the creation, production or marketing of a software package with basic
principles and expression similar to those of the Software Packages and Third Party Software.
The Client expressly acknowledges that the Agreement does not transfer to the Client any Intellectual Property Right in the Software Packages
and Third Party Software, and the Client is prohibited from performing any corrections of errors/defects, modifications, adaptations or
translations of the Software Packages and Third Party Software. Cegid shall be free to utilise the know-how acquired on the performance of the
Agreement, and perform similar Professional Services for other clients.
5.7. The Client is informed that Cegid may incorporate a security process into Cegid Software Package in order to control its use and to verify
whether the Client complies with its obligations under the terms and conditions of this Agreement. This safety process is intended to be tracking
all the data related to the use of the Cegid Software Package as well as the numbers of copies made. Cegid furthermore reserves its rights to
incorporate a computer-based interlocking system or a licensing authorization key in order to limit access to the Cegid Software Package. The
Client shall not interfere, disrupt or defeat such measures not shall it attempt to do so. The use of Cegid Software Package without the
interlocking system or the authorization key is prohibited. The Client authorizes Cegid to control the safety process records at any time, with or
without its notification, in order to check or keep track of the Client’s Cegid Software Package utilization rate.
5.8. Cegid will be able to perform, once a year, an on-site audit in order to verify the rightful use of its licenses as well as whether the Client is
performing all of its obligations under the terms and conditions of this Agreement. Cegid shall send a written notification of its intent to carry
out the audit at least fifteen (15) days prior to the commencement of its performance. The notification shall include the following:
– the identity of the auditor if he is a third-party auditor;
– the Software Packages, Third Party Software and licenses and any other relevant and applicable area / material which fall under the
scope of said audit;
The Client shall undertake to cooperate closely with the audit by granting Cegid with full and complete access to any relevant material.
It is expressly agreed that the cost of the expenses incurred by the Client to prepare the audit will remain fully at the Client’s expenses. The
results of the audit shall be formalized in a report put together by Cegid and shall be communicated to the Client for informational purposes.
Furthermore, the Client shall be allowed to insert its own comments. In the event of any dispute, the parties shall hold meetings and discussions,
as set forth in the terms and conditions of this Agreement, in order to find a mutually satisfactory solution. The report may include, if applicable,
the required adjustments to be made or measures to be adopted on the basis of the results of the audit.
In the event where the audit would reveal that the use of Software Packages and Third Party Software is less than 10% higher than the rights
acquired, additional license fees will be invoiced directly to the Client. In the event where the recorded use is at least 10% higher than the rights
acquired, the additional license fees and the audit expenses shall be increased by 50%. Moreover, in the event where the Client is using a
function or option for which the Client did not acquire the rights, Cegid shall be allowed to bill the extra license fees related at the current listed
price. The Client shall pay within thirty (30) days of the invoice. In the event where Cegid does not enforce any of the regulations within the
time limits stated above, Cegid shall be authorized to terminate, without prejudice, this Agreement.

ARTICLE 6 – SUPPLY OF SOFTWARE PACKAGES / THIRD PARTY SOFTWARE AND SERVICES TO THE CLIENT’S
AFFILIATES
If the Order or Cegid and Client agree that the Affiliates of the Client are entitled to the supply of the Software Packages and Services, this
Article 6 will apply.
Cegid UK_ Mode Solution_GTC_20.03.2014
Initialing Cegid : Initialing Customer :
Cegid Limited, incorporated and registered in England & Wales with Company Number 06698425 c/o 3rd Floor, 1 Ashley Road Altrincham, Cheshire WA14 2DT
Page 4 sur 8
6.1. Pre-conditions to the use of the Software by Affiliates
(a) An Affiliate of the Client will only be authorized to use the Software Packages and Third Party Software if, on the date of
signature of this Agreement, the Affiliate complies with the conditions set out in the definition of the term “Affiliate” in
Article 2 above and no shareholder of the Affiliate concerned is a competitor of Cegid. For the purposes of this Agreement,
“competitor of Cegid” means a person or entity controlling, controlled by or under common control, directly or indirectly,
with a person or entity whose primary business is similar or identical to Cegid business i.e. as software editor and services
supplier in relation to the Retail sector.
(b) If, after the date of signature of this Agreement, an Affiliate no longer satisfies the conditions provided in paragraph (a)
above, that Affiliate shall immediately and automatically lose any and all of its rights to use the Software Packages and Third
Party Software under this Agreement. A license to use the Software Packages and Third Party Software may be granted to
that company subject to the signature of a software license agreement with Cegid, which will set out, in particular, the
financial terms and conditions (including the license fees) for the grant of this license.
6.2. Compliance with the provisions of the Agreement by the Client’s Affiliates
(a) The Affiliates may benefit from the Software Packages and Third Party Software and Services supplied by Cegid to the
Client under this Agreement on the same terms and conditions as the Client.
(b) The Client shall ensure that the Affiliates comply with all the terms, conditions and obligations for which the Client is
responsible under the Agreement, and in particular that they use the Software Packages and Third Party Software in
accordance with the provisions of the Agreement. As a consequence, the use of the Software Packages and Third Party
Software by Client and its Affiliates shall not exceed the limits and restrictions identified in this Agreement, in particular, the
Order and/or the applicable supplemental agreement.
(c) The Client shall be jointly and severally liable for all acts and omissions of the Affiliates, including their compliance with the
Agreement. For the avoidance of doubt, if the relevant Affiliate fail to comply with any of the provisions of the Agreement,
Cegid may approach the Client directly to obtain compensation without prior notice to the Affiliate concerned and the Client
will be liable for any and all losses howsoever caused by such Affiliate.

ARTICLE 7 – DELIVERY, INSTALLATION AND GUARANTEE
7.1. Software Packages and Third Party Software shall be delivered, in the form of object codes, either on a physical medium or by download. If
the Client does not retain Cegid for installation Professional Services, the Client shall be solely responsible for installing Software Packages
and/or Third Party Software and the Hardware.
7.2. Cegid warrants, for a period of six (6) months following delivery or download, the conformance of each Cegid Software Package to its
documentation. The warranty shall not apply (i) if the Cegid Software Package is not used in accordance with the terms of these General Terms
and Conditions and/or this Agreement or (ii) in the event of an unauthorized modification of the Cegid Software Package.
7.3. Except as expressly set forth in this Article 7 and to the extent permitted by the applicable law, the Cegid Software Package, Third Party
Components or any other Third Party Software, Hardware and the Services are provided “As Is”.
Cegid Software Package’s warranty is expressly limited to the conformity to the documentation issued by Cegid and shall not be extended under
any circumstances to a warranty for conformity to the specific uses and needs of the Customer or User and to a warranty for conformity to all
applicable local laws, administrative orders or regulations and trade usage. It therefore falls to the Customer, or any third-party appointed by the
Customer, to ensure that Cegid Software Package is adequately responding to its needs and is in conformity with the local laws, administrative
orders or regulations and trade usage in force in the country where Cegid Software Package is being used. Same provisions apply to Third Party
Components.
Third Party Software is covered by the warranty terms issued by the relevant third party licensor.
Cegid does not warrant that Cegid Software Packages are free of any defects/failures, but as sole and exclusive remedy, Cegid shall take all
reasonable endeavours, to remedy to Cegid Software Package defects/failures determined in relation to their documentation.
Cegid does not warrant that the Software Package will be fit for any purpose to which the Client seeks to achieve or to perform particular tasks
that motivated the Client in its decision to enter into the Agreement with Cegid.
7.4. The Client shall accept, at first delivery, the Software Packages, Third Party Components and/or Hardware ordered, to the extent that they
conform to the Order and documentation. Any rejection must be notified to Cegid in writing stating the reasons of the rejection within 48 (forty
eight) hours following delivery. In the event that the Client rejects delivery and fails to notify Cegid as specified above, the Client will be
deemed to have breached the terms of the Agreement and shall pay Cegid all the amounts due for such delivery.
In the instance of downloads, acceptance of delivery shall be deemed to have occurred at the conclusion of the download.
7.5. Except otherwise provided by an express provision or in the event of delivery by download, Hardware, Software Packages and Third Party
Software shall be delivered to the address specified under the heading “Client Name and Implementation Location” indicated in the Order of the
Agreement.
7.6. In the absence of Support and Maintenance, Hardware is covered by the applicable factory-return-guarantee starting at the date of delivery
of same. To make a claim under the said guarantee, the Client must report in writing to Cegid, without delay, the defect in the Hardware. Parts of
the Hardware that are acknowledged by Cegid to be defective shall be repaired or exchanged, at Cegid’s option, within reasonable time
considering spare parts availability at the Hardware manufacturer. Exchange of parts or repairs of the Hardware shall not extend the term of the
guarantee for all Hardware. The guarantee shall not apply to normal wear and tear, wrongful actions, improper or abnormal use and
manipulation, lack of maintenance, third party actions or servicing, a modification or addition made to the Hardware without Cegid’s express
written approval, or installation that does not conform to the instructions provided.
7.7. Any warranties other than those expressed in this Article are expressly excluded.

ARTICLE 8 – COUNTRY PACKAGE FOR CEGID SOFTWARE PACKAGE “YOURCEGID RETAIL CBR”
If Cegid Software Package licensed by Cegid to Customer under this Agreement corresponds to the software “Yourcegid Retail CBR” and the
Customer has requested to obtain the Country Package as indicated in the Order, this Article 8 will apply.
Cegid UK_ Mode Solution_GTC_20.03.2014
Initialing Cegid : Initialing Customer :
Cegid Limited, incorporated and registered in England & Wales with Company Number 06698425 c/o 3rd Floor, 1 Ashley Road Altrincham, Cheshire WA14 2DT
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Your Cegid Retail CBR is a worldwide product (POS management software), for which the Customer has purchased specific licenses and related
maintenance services pursuant to this Agreement.
For a number of countries, Cegid offers a localized version of the front office part of the Cegid Software Package “Yourcegid Retail CBR”, of
which Cegid may make available to the Customer for its benefit upon Customer´s request and payment of the relevant licence fees (the “Country
Package”).
The Customer must have acquired the Country Package modules from Cegid corresponding to the selected countries and the associated
maintenance services in order to benefit from this service.
The maintenance services for such Country Packages, includes the provision of certain adaptations and modifications of the Country Packages
which may be necessary by changes in laws and/or regulations in the relevant country, to the exclusion of any installation and/or integration
services of the Country Package which remain the sole responsibility of the Customer.
As maintenance services only cover the front office of the localized version of the Cegid Software Package“Yourcegid Retail CBR”, the
Customer acknowledges and agrees that these services do not include back office functionalities nor electronic payment and other peripheral to
the point of sale.
Consequently, in the event that the nature and importance of the changes in laws and/or regulations applicable to a Country Package require
substantial localization work from Cegid, Cegid may exclude from the maintenance services, at its sole discretion, any:
– adaptations or modifications impacting the structure of programs that would require rewriting a substantial part of existing programs;
– adaptations or modifications that would require the development of new specific functionalities:
o that are additional to the previous Country Package version;
o or to a distribution business with special requirements that are subject to legal constraints (such as, but not limited to,
environment, control of hazardous products, precious metal trading, protected material etc.).
Whenever Cegid takes into account the changes in laws and/or regulations, it shall ensure the continued maintenance of any approvals, provided,
however, that the approval process has not been substantially amended and made cumbersome.

ARTICLE 9 – TITLE AND RISK
9.1. Title in the Hardware, Software Package and Third Party Software media and documentation shall not pass to the Client until payment in
full (in cleared funds) is received.
9.2. Risk (including all risk of loss, damage, destruction or liability) in all items ordered shall pass to the Client upon delivery. Until Cegid
receives payment in full for all items ordered, the Client shall be responsible for insuring the same at full replacement value. Insurance policies
must provide that the subscriber of the policy is acting both on its own behalf and on behalf of the owner, and shall ensure payment of any
indemnification directly to the owner.

ARTICLE 10 – DATA PROTECTION
10.1. The Client is solely responsible for the backup of the data that it processes or stores, and it acknowledges and accepts that it is responsible
for:
– performing backups of its data with a frequency that is regular and appropriate for its business activity;
– verifying at least once a week the content of the backups performed; and
– utilising backup media that are suitable, in good condition, and dust-free.
10.2. The Client agrees to perform a backup of all its data, prior to any Cegid service action.
10.3. The Client must take all necessary action to protect its information system, particularly with respect to protection against viruses, worms,
and other hostile intrusion processes.
10.4. All operations for the recovery or restoration of lost or damaged data, programs, or files are not covered under this Agreement.

ARTICLE 11 – MODIFICATION OF INSTALLATION
The Client acknowledges that any modification of the installation or its environment shall be its sole responsibility, unless Cegid performs such
modifications in the course of performing a service that is billable according to the fee schedule in force as of the date it was performed, or
expressly authorises same in writing in advance.

ARTICLE 12 – CHANGES TO SOFTWARE PACKAGES
12.1 The Client is fully informed that changes in legislation may, at any time, make the Software Packages’ features and functionalities
unsuitable or not in conformity with the applicable law and regulations. When the Customer is granted a license for the Cegid Software Package,
“Yourcegid Retail CBR”, and the Customer decides to order the Country Package services for the Country Package Countries, the Customer will
benefit from the Country Package services in the Country Package Countries under the conditions set out in Article 8;.
12.2 The Client is fully informed that changes in technologies and the requests of its clients may prompt Cegid to make updates to Cegid
Software Packages, or may result in updates to Third Party Software and/or Third Party Component. Consequently, all or part of the Client’s
hardware, in their initial configuration, might not support or be adapted to an update to the Software Packages and Third Party Software. Cegid
shall not be held liable for this.

ARTICLE 13 – FINANCIAL TERMS AND CONDITIONS
13.1. Price
The prices of the items ordered under the Agreement are indicated in British Pounds (GBP£), excluding tax, and are detailed in Part “Description
of the items ordered” and Part “Order”. Payment shall be made via Bank transfer.
If the total, excluding tax, payable for all items ordered, other than Support and Maintenance Services is £1,500.00 (One Thousand Five
Hundred GBP) or less, the Client shall pay Cegid the full amount due, including all taxes, upon execution of the Agreement.
Cegid UK_ Mode Solution_GTC_20.03.2014
Initialing Cegid : Initialing Customer :
Cegid Limited, incorporated and registered in England & Wales with Company Number 06698425 c/o 3rd Floor, 1 Ashley Road Altrincham, Cheshire WA14 2DT
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If the total, excluding tax, payable for all items ordered, other than Support and Maintenance Services, ordered exceeds £1,500.00 (One
Thousand Five Hundred GBP), the Client shall pay Cegid 30% of the full amount due, including all taxes, upon execution of the Agreement.
The Client will reimburse Cegid for reasonable travel and out-of-pocket expenses incurred in conjunction with the performance of this
Agreement. The Client shall pay the full amount invoiced, including taxes, net and without discount, within 30 (thirty) days of the invoicing.
13.2. Billing and Payment for Software Packages
Software Packages shall be billed upon delivery.
The Client shall pay Cegid invoices, within 30 (thirty) days following the invoice issuance date.
13.3. Billing and Payment for Professional Services
Professional Services shall be billed as incurred on a monthly basis.
The Client shall pay Cegid invoices, within 30 (thirty) days following the invoice issuance date.
13.4. Billing and Payment for Support and Maintenance Services
Support and Maintenance Services shall be billed according to the option chosen by the Client, as indicated in the Order:
– Annually in advance, starting from the date when the Hardware, Software Packages, or Third Party Software are delivered, or
– Quarterly in advance, starting from the date when the Hardware, Software Packages, or Third Party Software are delivered,
The Client shall pay the full amount, including taxes, net and without discount, within 30 (thirty) days of the invoicing.
The foregoing provisions shall apply to all Support and Maintenance Services, with the exception of Support and Maintenance Services that
require variable items, which shall be billed monthly; and Support and Maintenance Services for which the Term of Support and Maintenance
Services provides for special billing and/or payment provisions.
During the term of the Support and Maintenance Services, Cegid may change once a year the fees billed. In the event that the Client refuses the
increase in the amounts billed, the latter shall be entitled to cancel/terminate the Support and Maintenance service in question by written notice
sent by registered post, received within 45 (forty-five) days following the date of the invoice containing the new fees. Provision of the Support
and Maintenance Service shall remain in vigour, with the fee conditions found in the previous invoice, until the end of the 5th (fifth) month
following the month during which the invoice in question was issued. The cost of communications between Cegid and the Client outside United
Kingdom shall be borne by the Client and shall be the subject of additional billing.
13.5 Hardware and Third Party Software Billing and Payment
Hardware and Third Party Software shall be invoiced upon delivery and totally paid when the order is placed. The shipping costs are not
included.
13.6 Once the due date has passed, a late payment penalty calculated on the basis of an interest rate set at 15% per annum on the outstanding
amount shall be payable to Cegid without the need for any reminder.
Cegid reserves the right, 15 (fifteen) days after sending a formal payment notice, by registered letter, in response to which there has been no
corrective action or only partial corrective action, to suspend its Professional Services until payment in full of the amounts due and, as
reasonably necessary under the circumstances, to terminate , immediately the Agreement or the Support and Maintenance Services currently in
force. All financial charges resulting from a bank’s rejection of a Client payment shall be paid by the Client.

ARTICLE 14 – TERM OF SUPPORT AND MAINTENANCE SERVICES
14.1. Except otherwise expressly provided in a the Terms of Support and Maintenance Services, Support and Maintenance Services shall be
contracted for an initial term of 36 (thirty six) months following delivery (or download) of the Software Package and/or Third Party Software
and/or Hardware.
Support and Maintenance Services shall automatically be extended for 12 (twelve) months (Extended Term) at the end of the initial term and at
the end of each Extended Term, unless either party gives written notice to the other party not later than 3 (three) months before the end of the
initial term or relevant Extended Term.
14.2. Cegid may, throughout the entire term of the Support and Maintenance Service, including during the initial term, by complying with the
requirement of 1 (one) year advance notice, inform the Client by written notice sent by registered post of the elimination of Support and
Maintenance Services for a Software Package and/or Third Party Software and/or Hardware; the said notification shall result in the termination
of the supplying of the Support and Maintenance Service for the Software Package, Third Party Software, or Hardware in question. Such
eliminations shall not result in the termination of current Support and Maintenance Service for other Software Packages, Third Party Software,
or Hardware.

ARTICLE 15 – CLIENT COLLABORATION
For the purpose of proper performance of the Agreement, the Client shall actively and regularly collaborate and cooperate in good faith with
Cegid. Therefore, the Client shall be responsible for delivering to Cegid all the information necessary for the performance of the ordered
Professional Services and Support and Maintenance Services and to advise Cegid of any difficulties that it might become aware of or that its
knowledge of its business sector enables it to perceive, as the Professional Services and Support and Maintenance Services are performed.
Moreover, the Client agrees to select/utilise Users that are sufficiently competent, qualified, and trained, throughout the entire period of the
performance of the Agreement.

ARTICLE 16 – LIABILITY
16.1. Cegid shall use reasonable skill and care in the performance of this Agreement. Cegid shall exert all reasonable efforts to perform its
obligations under the Agreement on the basis of an obligation of means and in accordance with the best practices customarily applied in its
business sector.
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16.2. The Software Packages, Third Party Software, and Hardware delivered under this Agreement shall be used by the Client under its sole
control, supervision, management, and under its sole responsibility. During any possible service work performed by Cegid, the Client shall
remain the custodian of its hardware and software packages, data, files, programs or databases, and consequently Cegid (unless such damage or
destruction is due to its own gross negligence or fraud) cannot be found liable for any damage suffered including destruction of same, whether
total or partial.
Consequently, the Client is responsible for:
– the previous or future selection and purchase from third parties of hardware, software packages, and other software intended for use with
the Software Packages, Third Party Software, and Hardware. Cegid cannot be held liable for their possible incompatibility with the items
ordered pursuant to the Agreement, and the malfunctions, interference and disruptions that result from their use;
– project management for its IT system, in the event it has selected multiple suppliers;
– compliance with (present and future) Technical Prerequisites, in order to prevent harmful and damaging consequences such as slowdowns,
shutdowns, alteration of data;
– all consequences, with respect to Software Packages, Hardware, Third Party Software, and Professional Services covered by the
Agreement, resulting from modifications of their installation or environment decided and/or carried out by the Client.
16.3. Cegid is not responsible for the availability and reliability of telecommunications networks, of any nature whatsoever, in instances of data
transmission or Internet access, even when the Internet service provider was recommended by Cegid.
16.4. In the event that Cegid should be found liable for breach of the terms of this Agreement or under the applicable law relating to the supply
of any software products and Hardware as well as Support and Maintenance Services or Professional Services pursuant to this Agreement, the
total cumulative liability of Cegid under this Agreement in any way whatsoever arising or incurred under or in connection with this Agreement
including in tort, contract (including indemnities) or otherwise, shall be limited to the direct and foreseeable damage suffered by the Client, and
will not exceed the amount of the fees that Client paid to Cegid under this Agreement for the Hardware, or software product (Software Packages
or Third Party Packages) or Professional Services or Support and Maintenance Services in relation to which such liability arises, during the
twelve (12) calendar months immediately prior to the events giving rise to such liability.
16.5. Cegid shall not be held liable vis-à-vis either the Client or a third party, for any unforeseeable damages and for any indirect damages and
for any incidental or consequential damages such as trading losses, operating losses, loss of earnings, or any other financial loss resulting from
the Client’s use or inability to use Cegid Software Packages and/or Third Party Software or a failure in the providing of the Support and
Maintenance Services or Professional Services, as well as any loss or damage of data and information, whether arising in contract, tort or
otherwise, for which Cegid cannot be held liable. Any damage suffered by a third party is an indirect damage and consequently shall not give
rise to indemnification.

ARTICLE 17 – FORCE MAJEURE
17.1. Under no circumstances, may liability on the part of Cegid be claimed in Force Majeure circumstances. Force Majeure circumstances are
these circumstances beyond a party’s reasonable control which could not have been reasonably foreseen or if it could have been foreseen was
unavoidable, including, but not limited to, total or partial strikes internal or external to Cegid, shutdowns of means of transport for any reason
whatsoever, the unavailability or out of stock status of hardware ordered from Cegid’s suppliers or subcontractors, the placement of any of its
suppliers or subcontractors in court-ordered liquidation, the shutdown or disruption of communications or telecommunications media or postal
services.
17.2. Force Majeure circumstances shall suspend performance of the Agreement. If Force Majeure circumstances last longer than 3 (three)
months, the Agreement shall automatically be terminated, unless the parties reach an agreement.
ARTICLE 18 – ASSIGNMENT
18.1. Under no circumstances, the Client may assign the Agreement, in part or in whole, for consideration or free of charge, without Cegid’s
express, prior written consent. A change of Control (as defined in Article 2) in the shareholding of the Client shall be considered an assignment
under this Article 17.1.
18.2. Cegid may freely assign the Agreement without formalities. In the event of assignment, the assignee shall be substituted for Cegid
effective as of the date of the assignment.

ARTICLE 19 – CONFIDENTIALITY
19.1. The Agreement as well as all the information exchanged by the parties or of which they gain knowledge during the performance of the
Agreement, regardless of the medium for same, and including the Software Packages and Third Party Software, shall be considered to be
confidential (referred to hereinafter as the “Confidential Information”).
19.2. Each of the parties shall protect the Confidential Information and shall not disclose the same to any third party without the prior written
consent of the other party.
19.3. Each of the parties shall be released from its confidentiality obligations with respect to all information (i) that was in the possession of the
receiving party prior to disclosure without any such possession being a direct or indirect result of unauthorised disclosure of said information by
a third party, (ii) that is in the public domain as of the date of execution of the Agreement or which should fall into the public domain after said
date, without the cause being attributable to the receiving party’s breach of its confidentiality obligations under the Agreement, (iii) that has been
independently developed by said party, or (iv) disclosure of which is required by law or a judicial or governmental authority with competent
jurisdiction, or is made necessary for the needs and requirements of a legal action and/or legal proceeding provided that disclosure is only to the
extent required by law and the disclosing party gives as much notice as possible to the other party.
19.4. The parties shall comply with the obligations arising from this Article throughout the entire term of the Agreement as well as for 5 (five)
years following the termination of the Agreement.

ARTICLE 20 – MISCELLANEOUS PROVISIONS
20.1. The fact that either of the parties does not enforce any of the obligations set forth in the Agreement cannot subsequently be interpreted as a
waiver of the obligation in question.
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20.2. The Client agrees that Cegid may, unrestrictedly and without prior formalities, subcontract all or part of its obligations under the Terms
and Conditions, pursuant to its responsibility and liability.
20.3. The Client agrees that Cegid, in order to correct any error, after having so informed the Client, may make any suitable modification, on
condition that the latter does not substantially alter the proper performance of the Agreement. If it should, the Parties shall make their best effort
to negotiate and to jointly find a solution.
20.4. The Client shall be responsible for taking all action, and making the declarations and authorisation applications required by applicable laws
and regulations currently in force, with respect to the processing that it performs and the data processed.
20.5. The fees and financial terms hereunder have been agreed upon, taking into account the strategic importance of the Client to Cegid, as well
as both parties’ desire for a strong collaboration. Consequently, the Client agrees:
– that Cegid is entitled to use Client’s name or trademark as a reference in press releases, commercial documents or else, as from the
signature of the Agreement;
– to testify and present its experience with Cegid within a mutually agreed of a case study;
– to assist, at the request of Cegid and subject to its availability, with demonstrations of the type “seminars/testimonials” in order to
present to third parties its experience with the Cegid’s solutions and with Cegid; and
– to receive at the request of Cegid, and subject to its availability, prospective clients showing an interest in Cegid’s solutions and which
would wish to meet with the Client’s representatives within the framework of “reference visits”, unless the prospective client is a direct
competitor of the Client. The number of references which the Client agrees to make is limited to 1 telephone reference call per month
and 4 reference visits per year.
20.6. The Client agrees during the term provided by Article 13 and for a period of 12 (twelve) months subsequent to expiry of the said term, not
to approach, recruit, or employ, either directly or indirectly, a member of Cegid’s staff, except with the latter’s prior written authorisation.
Without prejudice to any other remedies available to the Client, in the event of a violation of this article, the Client must immediately pay Cegid
lump-sum compensation representing the hired employee’s salary for the twelve (12) months prior to his hiring, including employee and
employer charges and contributions. Cegid may also claim indemnification of the damage actually suffered, if the latter exceeds the salary and
payroll charges alone.
20.7. All legal proceedings that are brought by the Client against Cegid under or in connection with this Agreement shall be commenced within
one year of the Client becoming aware of the matters to which the legal claim in question relates but nothing in this article shall have the effect
of extending the limitation period during which any legal proceedings may be brought.
ARTICLE 21 – THIRD PARTY RIGHTS
No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.
ARTICLE 22 – SEVERANCE
21.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal, unenforceable or
void, this provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other
provisions of this Agreement shall not be affected.
21.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the
provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

ARTICLE 23 – NO PARTNERSHIP OR AGENCY
22.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties,
constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other
party.

ARTICLE 23 – GOVERNING LAW AND COMPETENT JURISDICTION
23.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
23.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises
out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).