General conditions of sale

ARTICLE 1 - Scope

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These General Terms and Conditions of Sale constitute, in accordance with article L 441-1 of the Commercial Code, the unique basis of the commercial relationship between the technical parties.

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Their purpose is to define the conditions under which NOQODE (“The Service Provider”) provides to professional Customers (“The Customers or the Customer”) who request it, via the Service Provider's website, by direct contact or via a paper medium, the following services: creation and maintenance of websites, web referencing and visual communication. (“the Services”).

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They apply, without restriction or reservation, to all Services provided by the Service Provider to Customers in the same category, regardless of the clauses that may appear on the Customer's documents, and in particular its general conditions of purchase.

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In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Customer (excluding wholesalers) who requests them, to allow him to place an order with the Service Provider. They are also communicated to any Customer prior to the conclusion of a single agreement referred to in articles L 441-3 and following of the Commercial Code, within the legal deadlines.

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Any order for Services implies, on the part of the Customer, the acceptance of these General Conditions of Sale and the general conditions of use of the Service Provider's website for electronic orders.

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The information in the Service Provider's catalogs, brochures and prices is indicative and can be revised at any time.

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The Service Provider is entitled to make any changes that it deems useful.

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ARTICLE 2 - Orders

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2-1

Sales of Services are only perfect after establishment of a quotation and express and written acceptance of the Customer's order by the Service Provider, materialized by an acknowledgement of receipt from the Service Provider and acceptance of the quotation.

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The Service Provider has electronic means of ordering (including acceptance and confirmation) (site references) allowing Customers to order the Services in the best conditions of convenience and speed.

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For orders placed exclusively on the Internet, the registration of an order on the Service Provider's site is carried out when the Customer accepts these General Terms and Conditions of Sale by ticking the box provided for this purpose and validates his order. The Customer has the possibility to check the details of his order, its total price and to correct any errors before confirming acceptance (article 1127-2 of the Civil Code). This validation implies the acceptance of all of these General Terms and Conditions of Sale and constitutes proof of the sales contract.

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The taking into account of the order and the acceptance of it are confirmed by sending an email.

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The data recorded in the Service Provider's computer system constitutes proof of all transactions concluded with the Customer.

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‍2-2‍

Any changes to the order requested by the Customer will only be taken into account, within the limits of the Service Provider's possibilities, if they are notified in writing, at least 30 days before the scheduled date for the provision of the Services ordered, after signature by the Customer of a specific order form and possible adjustment of the price.

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2-3

In the event of cancellation of the order by the Customer after its acceptance by the Service Provider, less than 30% days before the scheduled date for the provision of the Services ordered, for any reason whatsoever except force majeure, the deposit paid with the order, as defined in the article “Payment Terms-Payment Deadlines” of these General Terms and Conditions of Sale will automatically be acquired by the Service Provider and cannot give rise to any refund

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ARTICLE 3 — Prices

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3-1

The services are provided at the Service Provider's rates in force on the day the order is placed, according to the Service Provider's schedule.

the quotation previously established by the Service Provider and accepted by the Customer, as indicated in the “Orders” article above.

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Rates are net and exclusive of tax.

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An invoice is established by the Service Provider and given to the Customer each time Services are provided.

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The conditions for determining the cost of services whose price cannot be known a prima facie or indicated accurately, as well as the method of calculating the price to verify the latter, will be communicated to the Customer or will be the subject of a detailed estimate, at the request of the Customer, at the request of the Customer in accordance with the provisions of article L 441-1, III of the Commercial Code.

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ARTICLE 4 - Payment conditions

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4-1. Payment deadlines

A deposit corresponding to 30% of the total price of the Services ordered is required when the order is placed.

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The balance of the price is payable in cash, on the day of the provision of these services, under the conditions defined in the article “Methods of providing the Services” below.

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The Service Provider will not be required to provide the Services ordered by the Customer if the Customer does not pay the price under the conditions and according to the terms and conditions indicated in these General Terms and Conditions of Sale.

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The price is payable in full and in a single payment within a period of 30 from the provision of the Services ordered, as defined in these General Terms and Conditions of Sale (article “Modality of provision of Services”), agreed upon by mutual agreement between the Customer and the Service Provider during the commercial negotiation. This period will be mentioned on the invoice which will be given to the Customer by the Service Provider.

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No discount will be applied by the Service Provider for payment before the date on the invoice or within a period less than that mentioned in these General Terms and Conditions of Sale.

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4-2. Late penalties

In the event of late payment and payment of the amounts due by the Customer beyond the deadline set out above, and after the date of payment appearing on the invoice sent to the latter, late penalties calculated at the interest rate applied by the ECB to its most recent refinancing operation increased by 10 percentage points, plus 10 percentage points per month, increased by 10 percentage points, in monthly terms of the amount including VAT of the price of the Services shown on the said invoice, will be automatically and automatically acquired by the Service Provider, without any formality no prior notice.

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Late payment will result in the immediate payment of all amounts due to the Service Provider by the Customer, without prejudice to any other action that the Service Provider may be entitled to bring, as such, against the Customer.

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In the event of non-compliance with the payment terms set out above, the Service Provider also reserves the right to suspend or cancel the provision of the Services ordered by the Customer, to suspend the execution of its obligations and to reduce or cancel any discounts granted to the Customer.

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4-3. Lack of compensation

Except with the express, prior and written agreement of the Service Provider, and provided that the mutual claims and debts are certain, liquid and payable, no compensation can be validly made by the Customer between possible penalties for delay in the provision of the Services ordered or non-compliance with the order, on the one hand, and the amounts by the Customer to the Service Provider for the purchase of said Services, on the other hand.

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ARTICLE 5 - Methods of providing the Services

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The Services requested by the Customer will be provided within a maximum period of 6 months. upon receipt by the Service Provider of the corresponding order form duly signed, accompanied by the due deposit.

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This period does not constitute a strict deadline and the Service Provider cannot be held liable to the Customer in the event of a delay in the provision of the Services not exceeding 6 months. In the event of a delay of more than 6 months, the Customer may request the resolution of the sale. The deposits already paid will then be returned to him by the Service Provider.

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The Service Provider cannot under any circumstances be held liable in the event of a delay or suspension of the provision of the service attributable to the Customer, or in the event of force majeure.

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In the absence of reservations or claims expressly made by the Customer upon receipt of the Services, they will be deemed to be in accordance with the order, in quantity and quality.

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The Customer will have a period of 1 month from the provision of the Services to issue, in writing, such reservations or claims, with all the relevant supporting documents, to the Service Provider.

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No complaint can be validly accepted in the event of non-compliance with these formalities and deadlines by the Customer.

The Service Provider will reimburse or rectify the Customer (as far as possible) as soon as possible and at its expense, according to the appropriate terms and conditions approved by the Customer, the Services whose lack of conformity has been duly proven by the Customer.

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In the event of a specific request from the Customer concerning the conditions for the provision of the Services, duly accepted in writing by the Service Provider, the related costs will be the subject of additional specific invoicing, on an estimate previously accepted by the Customer.

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ARTICLE 6 - Responsibility of the Service Provider - Guarantee

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The Service Provider guarantees, in accordance with legal provisions, the Customer against any lack of conformity of the Services and any hidden defect, resulting from a defect in the design or provision of said Services to the exclusion of any negligence or fault of the Customer.

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The Service Provider can only be held liable in the event of proven fault or negligence and is limited to direct damages to the exclusion of any indirect damage, of any nature whatsoever.

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In order to assert his rights, the Customer must, under penalty of forfeiture of any action relating to them, inform the Service Provider, in writing, of the existence of the defects within a maximum period of 1 month from their discovery.

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The Service Provider will rectify or have rectified, at its exclusive expense, according to the appropriate methods and approved by the Customer, the Services deemed defective.

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In any event, in the event that the Service Provider's liability is retained, the Service Provider's guarantee will be limited to the amount excluding VAT paid by the Customer for the provision of the Services.

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ARTICLE 7 - Intellectual property right

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The Service Provider remains the owner of all intellectual property rights on studies, drawings, drawings, models, prototypes, etc., carried out (even at the request of the Customer) in order to provide services to the Customer. The Customer therefore prohibits any reproduction or exploitation of said studies, drawings, designs, models and prototypes, etc., without the express, written and prior authorization of the Service Provider who may condition it to financial compensation.

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SECTION 8 - Personal data

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The personal data collected from Customers are subject to computer processing carried out by the Supplier. They are recorded in his Customer file and are essential for the processing of his order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any applicable guarantees.

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The data controller is the Supplier. Access to personal data will be strictly limited to employees of the data controller, authorized to process them by virtue of their duties. The information collected may possibly be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the Customer's authorization being necessary.

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In the context of the performance of their services, third parties have only limited access to the data and are obliged to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Supplier is prohibited from selling, renting, renting, transferring or giving access to data to third parties without the Customer's prior consent, unless forced to do so for a legitimate reason.

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If the data is to be transferred outside the EU, the Customer will be informed and the guarantees taken in order to secure the data (for example, adherence of the external service provider to the “Privacy Shield”, adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining a CNIL certification, etc.) will be specified to him.

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In accordance with applicable regulations, the Buyer has the right to access, rectify, delete, and portability of data concerning him, as well as the right to oppose the processing for legitimate reasons, rights that he can exercise by contacting the data controller at the following postal or email address: contact@noqode.fr. In the event of a complaint, the Customer may send a complaint to the Supplier's personal data protection officer of the National Commission for Information Technology and Freedoms.

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ARTICLE 9 — Unforeseeability

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In the event of a change in circumstances unforeseeable at the time of the conclusion of the contract, in accordance with the provisions of article 1195 of the Civil Code, the Party that has not agreed to assume an excessively onerous risk of performance may request a renegotiation of the contract from its counterparty.

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However, if the change in unforeseeable circumstances at the time of the conclusion of the contract was final or lasted longer than 6 months, these terms and conditions would simply be resolved according to the procedures defined in the article “Resolution for Unforeseeability”.

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ARTICLE 10 - Forced execution in kind

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In the event of a breach by either Party of its obligations, the Party affected by the failure has the right to request the forced execution in kind of the obligations arising hereunder. In accordance with the provisions of article 1221 of the Civil Code, the obligee of the obligation may continue this forced execution after a simple notice of default, sent to the debtor of the obligation by registered letter with acknowledgement of receipt which remains unsuccessful, unless this proves impossible or if there is a manifest disproportion between its cost for the debtor, in good faith, and its interest for the creditor.

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The Party affected by the default may, in the event of non-performance of any of the obligations incumbent on the other Party, request the resolution of the contract in accordance with the procedures defined in the article “Contract resolution”.

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SECTION 11 - Exemption of non-performance

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The Parties declare that they expressly waive the right to rely on the provisions of articles 1219 and 1220 of the Civil Code under the exception of non-performance provided for therein.

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Therefore, they undertake to fully and fully execute these terms and conditions even in the event of a breach on the part of one or the other.

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However, if the impediment was permanent or persisted beyond 30 days from the establishment of the impediment by registered letter, these terms and conditions would be purely and simply resolved according to the procedures defined in article Resolution for failure by a party to fulfill its obligations.

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ARTICLE 12 - Force majeure

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The Parties cannot be held responsible if the non-execution or delay in the execution of any of their obligations, as described herein, results from a case of force majeure, within the meaning of article 1218 of the Civil Code or exceptional health or climatic hazards independent of the will of the Parties.

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The Party registering the event must immediately inform the other Party of its inability to perform its service and justify it to the latter. The suspension of obligations may in no way be a cause of liability for non-performance of the obligation in question, nor induce the payment of damages or penalties for delay.

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The performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed a period of 30 days. Therefore, as soon as the cause for the suspension of their mutual obligations disappears, the Parties will make every effort to resume the normal performance of their contractual obligations as soon as possible. For this purpose, the prevented Party will notify the other of the resumption of its obligation by registered letter with request for acknowledgement of receipt or any extrajudicial act. If the impediment is permanent or exceeds a period of 30 days, these terms and conditions will be purely and simply resolved according to the procedures defined in the article “Resolution for force majeure”.

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During this suspension, the Parties agree that the costs generated by the situation will be borne by the prevented party.

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ARTICLE 13 - Contract resolution

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13-2 - Resolution for unforeseeability

The resolution for the impossibility of the performance of an obligation that has become excessively onerous may not, notwithstanding the clause Resolution for failure by a party to its obligations set out below, take place only 30 days after the receipt of a formal notice declaring the intention to apply this clause notified by registered letter with acknowledgement of receipt or any extrajudicial act.

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13-3 - Resolution for non-performance of a sufficiently serious obligation

The Party affected by the default may, notwithstanding the Resolution clause for failure by a party to its obligations set out below, in the event of sufficiently serious non-performance of any of the obligations incumbent on the other Party, notify by registered letter with request for acknowledgement of receipt. to the Defaulting Party, the faulty resolution hereof, 30 days after sending the receipt of a formal notice to comply remained unsuccessful, in application of the provisions of article 1224 of the Civil Code.

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13-4 - Force majeure resolution

Notwithstanding the clause Resolution for breach of duty by a party in its obligations set out below, may not take place until 30 days after the receipt of a formal notice notified by registered letter with request for acknowledgement of receipt or any extrajudicial act is sent.

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13-5 - Provisions common to cases of resolution

It is expressly agreed between the Parties that the debtor of an obligation to pay under this agreement will be validly put in default by the sole exigibility of the obligation, in accordance with the provisions of article 1344 of the Civil Code.

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In any event, the injured Party may seek damages in court.

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ARTICLE 14 — Disputes

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In order to find a solution together to any dispute that would arise in the execution of this contract, the contractors agree to meet within as of the sending of a registered letter with request for acknowledgement of receipt, notified by one of the two parties.

This amicable settlement procedure is a mandatory prerequisite for the introduction of legal action between the Parties. Any legal action brought in violation of this clause would be declared inadmissible.

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However, if after a period of 15 days, the Parties were unable to agree on a compromise or a solution, the dispute would then be submitted to the judicial jurisdiction designated below.

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All disputes to which this contract and the resulting agreements may give rise, concerning both their validity, interpretation, execution, resolution, consequences and consequences, will be submitted to the competent courts under the conditions of common law.

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ARTICLE 15 - Contract language - Applicable law

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These General Terms and Conditions of Sale and the resulting transactions are governed by French law.

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They are written in French. In the event that they are translated into one or more languages, only the French text would be authentic in the event of a dispute.

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ARTICLE 16 - Acceptance by the Customer

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These General Terms and Conditions of Sale are expressly approved and accepted by the Customer, who declares and acknowledges having perfect knowledge of them, and therefore renounces the right to rely on any contradictory document and, in particular, his own general terms and conditions of purchase, which will be unenforceable against the Service Provider, even if he has been aware of them.