General Terms Of Sale

I – GENERAL REMARKS:
For the need to resell/supply hardware and software (“Products”) and/or services related to the Products (“Services”) to their own clients (“End-Client(s)” or “End User(s)”), resellers (“Customer(s)”) may order such Products and Services from EXCLUSIVE NETWORKS entities belonging to EXCLUSIVE NETWORKS Group (“Provider”). Then, these GTS apply to sell/supply by Provider to Customer of Products and/or Services chosen by Customer considering its expertise.
Placing an order by Customer automatically entails acceptance of these General Terms of Sale (“GTS”) and, where relevant, of the special conditions specified and agreed in writing at the time of the order.  
No additions, omissions or modifications to any of the provisions of these GTS will be binding on Provider without its prior written approval. 
Any clauses or specific conditions on Customer’s Purchase order, or in any kind of other documentation, that are in contradiction with these GTS are not applicable, except with the express written approval of Provider.
It is agreed and understood that Customer’s use of the Products or Services is subject to Customer’s continuous compliance with terms and provisions set forth under this  GTS.

II – OFFER AND ORDER:
Following a request for proposal by Customer to Provider, the latter may issue an offer (‘Offer”) which is valid within the limits of the option period which, unless otherwise stipulated in the Offer, shall be fifteen days starting from the presentation of the Offer. Any information on the catalogues, manuals and price lists is for information only; Provider may make changes to it at any time without notice.

If Customer agrees on the Offer, he will issue an order which only becomes valid and binding after its approval by Provider, and the latter may notify its refusal of the order within five working days of its receipt. Any order not expressly accepted by Provider should be considered refused, regardless of the number of days.
Any changes to the order notified by Provider during this period shall be considered accepted by Customer, unless Customer notifies Provider of its opposition in writing within three days starting from the date of the notification. In the event of a change, the order shall only be considered final upon receipt of Customer’s consent, or on expiry of this three-day period. 
An order accepted may, nonetheless, be cancelled by Provider should Customer fail to fulfil their obligations arising from article XIV or indicated in the article XII.
An order accepted by Provider shall not be cancelled, modified and/or amended by Customer. 

III – THE PRODUCTS AND SERVICES ORDERED:
The Offer and invoice itemise the Products and the Services ordered. These Products and Services are sourced by Provider from different suppliers/ software providers (“OEM(s)”). 
It is agreed and understood that Provider shall not be liable for any misinterpretations and/or errors regarding the nature, functionality and/or capabilities of the Products and/or Services ordered by Customer.

•    Hardware sales.

Provider distributes hardware sourced from different OEMs, for whom Provider is the authorized distributor. The technical characteristics and documentation of this hardware is the responsibility of the OEM and is handed over as is by Provider. Customer undertakes to forward relevant documentation to the End-Clients.

•    Supply of software.

Provider distributes to Customer the software programme as a standalone solution or as integrated into hardware sold. 
The conditions under which the relevant license for the software is granted, and the obligations Customer and/or End-Client accept vis-à-vis the OEM of the software concerned, will be detailed in a licence agreement issued by the software OEM itself and/or sent along with the invoice (called by OEMs end user license agreement – “EULA”). Customer commits to communicate the terms of this EULA to its End-Client/s and to inform them that this EULA applies to the use of the software. 
In the absence of a licence and specific conditions, the right to use the software ordered or installed in hardware distributed by the Provider is limited to the operational implementation and use of a single copy of this software, according to its documentation with the exclusion of any right of reproduction, modification or correction of errors. Provider is not, under any circumstances, responsible for any problems that may affect the software, nor for the temporary or permanent discontinuation, by the OEM. Provider shall therefore not be liable for any issues arising out of updates, modifications, patches provided by the OEM, such as but not limited to incompatibility to existing systems or infrastructure, operational disruption, or loss of data. Any claims and/or disputes arising out and/or in connection to third party software must be directed to the relevant software OEM, as set forth in the relevant OEM’s documentation.

•    Documentation from OEM. 

Customer agrees to strictly comply with all operational, technical and usage guidelines and rules as detailed and set forth in the documentation (including EULA, or License agreement as the case may be) provided by OEM and handed over as is by Provider and/or necessary to use the Products, Services and/or concerning managed security services arrangements.
Customer acknowledges that failure to comply with OEM’s documentation may affect the use of the Products and/or Services, and the right to use the software  (such as, but not limited to: voiding warranties, limiting the indemnification in case of IPRs issues, limiting the availability of services and/or the performance of related services, resulting in malfunctions). Furthermore, Customer hereby undertakes to ensure that its End-Clients are informed and shall comply with all relevant documentation as set forth under this clause, assuming full liability thereof. Provider shall bear no liability for any damages, losses, claims and/or disputes arising out of Customer and/or its End-Clients non- compliance with the above detailed documentations. 

•    Services: 

When the Products are subject to a maintenance or technical care or update services from their respective OEM, ordering them from Provider entails the ordering of such services, together with the financial conditions detailed in the Offer and the invoice.
Provider may also provide itself or via the OEM or a third party, additional services, such as installation, which will be subject to a separate order at conditions stipulated in the Offer and the invoice. Provider will not be responsible for the services provided by any third parties.
Customer agrees to fully cooperate with Provider and/or its third-party suppliers to enable timely and efficient performance of the Services. Failure to do so may result in delays or additional charges for Customer, for which Provider shall bear no liability. Services shall be deemed accepted upon completion unless Customer notifies in writing otherwise within 5 (five) days and/or the different term as specified in the relevant order of completion.  Provider may rework at its own discretion the related services and disclaims any express or implied warranties related to the outcome of related services. The binding terms and scope in which the services are performed are the terms and conditions as delivered by their providers.

IV- INTELLECTUAL PROPERTY: 
The supply or distribution of Products and/or Services ordered from Provider does not grant Customer and its End-Clients any intellectual property rights, ownership right and/or title associated with such Products and/or Services and their related documentation. All intellectual property rights shall remain exclusively with the respective OEM. Customer therefore agrees, and undertakes to ensure its End-Clients  agree to use Products and/or Services strictly in compliance with the terms as detailed in the relevant documentation relating to such Products and/or Services. Customer shall indemnify Provider for any claims, losses or damages arising out of or in connection to its or its End-Clients’ breaches of the provisions under this clause. Provider shall not be liable in any way for any problems arising from the operation, introduction or maintenance of Products and/or Services that it did not supply. Excluding the right to use a copy of the software as indicated above, any further liability relating to the rights and obligations relating to the software shall rest solely with the OEM. Customer acknowledges that the Products and Services are developed and owned by the OEM and are supplied by the Provider solely in its capacity as distributor. To the maximum extent permitted by law, Provider shall have no liability for any claim that the Products and/or Services infringe any intellectual property right of a third party. Any rights or remedies in respect of intellectual property infringement shall be solely as provided, if at all, by the OEM under the applicable EULA or relevant documentation. Provider shall have no obligation to defend, indemnify, or hold harmless Customer or any End-Client against any intellectual property infringement claim relating to the Products and Services.

V – FINANCIAL CONDITIONS:

•    5.1. Price.

Prices are exclusive of (i) any taxes, withholdings, customs duties, levies, tariffs and such other charges, and (ii) unless otherwise specified in the Offer, delivery charges, shipping, packaging and insurance, which will be additionally invoiced to the Customer at the rate applicable on the date of sale or delivery. Orders for special Services and Products not on Provider’s price list shall be invoiced at the price stipulated in the Offer. Notwithstanding any other provision to the contrary in these GTS, Provider reserves the right to, at any time, adjust the price of Products and/or Services (i) as a result of changes from the OEM(s), (ii) for significant movements in the currency exchange rate if the relevant Products and/or Services are procured by the Provider from the OEM(s) using a different currency from that being paid by the Customer to the Provider, and/or (iii) as a result of changes in circumstances affecting the order including tariffs. 
All payments made under these GTS shall be made without any deduction or withholding for or on account of any taxes, unless required by applicable law. If Customer is required by applicable law to withhold or deduct any taxes, levies, or other amounts from payments due to Provider, Customer shall increase the payment such that, after withholding or deduction, Provider receives the full amount indicated in the invoice as payable net of such withholding or deduction (the “Grossed-Up Amount”). Customer and Provider shall reasonably cooperate to enable Provider to benefit from any available treaty or statutory exemption or reduction from withholding taxes, including by providing, or assisting in the provision of, any certificates, forms, or other documentation required by applicable tax authorities. Such cooperation shall be provided within 30 days of Provider’s request. If Customer fails to provide the necessary cooperation within the timeline above, Customer shall indemnify and hold harmless Provider against any additional withholding taxes or other costs incurred as a result of such failure. All Grossed-Up Amounts shall be paid at the same time as the underlying payment and in the currency specified in the invoice.

•    5.2. Billing.

Acceptance of these GTS implies Customer’s express agreement to receive, where relevant, electronic invoices in substitution of paper invoices from Provider. 
Without prejudice to Customer’s rights to seek correction of the received invoices in the case of manifest error, it is agreed and understood between the parties that if Customer does not dispute invoices within 15 (fifteen) days from date of receipt, such invoice shall be deemed accepted by the said Customer and payment shall be made on the stipulated payment terms.

Customer acknowledges and agrees that Provider may assign all or part of the receivable arising from an order as to a financing institution. Any and all receivables owing from the Customer to the Provider may be assigned to a bank or other financial institution by the Provider without requiring consent from the Customer, and the Customer shall perform all further acts and things (including execution or delivery of further documents) to give full effect to such assignment as may be requested by the Provider.

•    5.3 Payment terms. 

For Customers who do not have an account with Provider (credit limit), payment is due at the point of placement of the order. 
Requests to open an account should be accompanied by the usual banking and commercial references as well as documents permitting an analysis of solvency. 
Except under specific conditions, payments with granted credit limit are due at 30 days from date of invoice. 
Payments cannot be made in cash.
Except under specific conditions, it is agreed that in case of Customer which do not make payments on a daily basis, periodic payment will include all invoices that have become due and will become due before the next periodic payment date.  Customer shall pay Provider’s invoices on the respective due dates in full and in cleared funds, without set off, counterclaim or deduction of any kind.  The obligations to pay all amounts due are absolute and unconditional and shall not be subject to any abatement, reduction, set off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever.
Based on Provider’s assessment of Customer’s standing (including financial standing), Provider reserves the right to, at any time, require Customer to provide a bank guarantee, parent company guarantee, or other corporate guarantee to secure Customer’s financial commitments. Should Customer fail to provide the required guarantee within sixty (60) days of Provider’s request (or such longer period as may be mutually agreed between Provider and Customer), the Provider reserves the right to not accept any further order(s) from the Customer.

•    5.4. Failure to pay. 

Any late payment shall automatically result, without prior notice, in the application of late interest of 1.5% per month with interest to accrue on a daily basis.  
In the absence of payment of a single instalment (or of a single bill on the due date), the entire amount of the sums owed by Customer to Provider shall immediately become payable. Provider shall be entitled to suspend any deliveries and orders in progress and shall only be obliged to complete the sale and transfer of title upon full and final settlement of the invoices.
Should Provider issue a demand to the Customer in relation to late payment of invoice(s), even if by way of a registered letter, an additional minimum sum of 10% of the amount of the debt shall be due from Customer to Provider starting from the due date of the relevant invoice, taking in account the costs and time incurred by Provider in demanding payment. 
If Provider’s actual collection costs and/or enforcement costs exceed this flat-rate fee, Provider may claim additional compensation, provided such costs are supported by appropriate documentation. Customer shall indemnify Provider for such additional costs upon the presentation of supporting documentation.
In addition to the provisions stated above, Customer hereby also acknowledges that, the Provider may (i) require Customer to assign to it its receivables from its End-Clients and/or to novate the deal to another reseller to carry on activities for the End-Clients, (ii) adjust the Customer’s credit limit and payment term, (iii) refuse acceptance of new orders and/or terminate, cease, and/or suspend supply under any open and ongoing orders, (iv) in respect of the Customer, submit a negative credit report to a credit reporting agency, and/or (v) inform the OEM(s) about such late payments and payment defaults, which may result in negative assessment of the Customer by the OEM(s) and may affect the standing of the Customer with the OEM(s). 

•    5.5. Specific financial conditions applicable to Multi-years deals. 

Customer acknowledges and agrees that entering into Multi-years deals constitutes a binding commitment to fulfil all associated payment obligations for the entire duration of such deal, regardless any usage, business performance and/or early termination by its end- customers. 
Provider may require to Customer to provide a specific guarantee (bank guarantee or parent company guarantee) to secure the Customer’s financial commitments related to Multi-years deals.
In no event shall Customer be relieved of any payments related to Multi-years deals. Customer acknowledges and agrees that payments made under a Multi-years deal are non-refundable. 
Customer shall not be entitled to any proration or credit for any unused portion of the Products and/or Services, including in case of early termination.
In addition to the provision set forth in clause 5.4, failure to pay any of the agreed amounts and/or instalments on their due date shall entitle Provider (a) to request immediate payment of all remaining amounts under the Multi-years deal, which will become immediately due and payable, and (b) to suspend any delivery of the Products and/or Services to Customer or terminate a binding commitment with the right to all amounts indicated in the point (a).
Without limiting any other remedies available to the Provider, Provider at its sole and absolute discretion may also decide to terminate any order with Customer and seek for any damages thereof. 

VI – DELIVERY TIMES:
The delivery times communicated to Customer are given as an indication or guideline only, as Provider is dependent on its own OEM suppliers and parties agree that delivery time is not of essence.
Provider is entitled to suspend or cancel a delivery in serious circumstances, including the following cases:
– should Customer fail to comply with the agreed payment terms;
– should Customer fail to provide Provider in a timely manner with the technical, financial or commercial information or specifications, necessary for dispatch;
– should Customer fail to obtain or lose the ability to purchase with deferred payment (credit limit);
– in the case of force majeure events which shall also be deemed to include events out of Provider’s reasonable control, whether foreseeable or not, which prevent, hinder or delay the performance of the Provider’s obligations such as social strife, epidemic, war, requisition, fire, flood, tooling accidents, significant scrapping of parts during manufacture, interruption or delays in transport, or any cause leading to a partial or total work stoppage at Provider or their OEM suppliers. The possible prohibition on exports pronounced by the government of the country of origin of the hardware is considered, among other things, as a case of force majeure.
In any case, the time for obtaining administrative permits and carrying out formalities is added to the delivery time communicated to Customer.

VII – TRANSPORT AND DELIVERY: 
“Domestic deliveries” means deliveries to be made to Customer or End-Client in a territory where the Provider is present, and “non-domestic deliveries” means all other deliveries other than domestic deliveries.
For domestic deliveries of hardware Products, Provider shall organise and arrange for the transportation in accordance with DDP Incoterms 2020 unless otherwise agreed in writing between the parties. For non-domestic deliveries, appropriate Incoterms to be adopted shall be determined and agreed by the parties in writing. 
Provider is not responsible for delays in delivery due to causes that are beyond Provider’ direct control and influence.
Insurance, shipping and/or packaging requirements of Customer and/or End-Clients shall be subject to mutual agreement between Provider and Customer and shall be charged to the Customer at the quoted price. 
No recourse may be exercised against Provider, the forwarding agent or the haulier (carrier) for losses, spoilage or damage to the goods, unless an official report with irrefutable probative force has been sent to the haulier (carrier) or the forwarding agent within two days of receipt of the goods and Provider is formally notified within the same time period. 
The accessibility and layout of the premises intended to receive heavy, cumbersome equipment must be ensured in a timely manner by Customer; Provider shall not bear the cost of this under any circumstances.

VIII – RETURN OF PRODUCTS: 
No Product can be returned without the prior written agreement of Provider. 
Returns require Provider’s approval, and are only for Products that have not been modified or altered and must be done in the original packaging. Customer shall be liable of maintaining the original package of the products. The costs of transport and re-warehousing are the responsibility of Customer. 
Customer should return the Product within eight days after obtaining the consent of Provider or within the different term as specified in the relevant order/approval. 
Any credit note, if applicable under OEM’s policy and/or EULA, will be issued by Provider only upon receipt of the relevant credit note from OEM itself.

IX – TRANSFER OF RISKS AND RETENTION OF TITLE:
Title to the hardware Products shall pass to Customer only upon full payment of their amounts as set forth in the relevant orders.  
The risks related to Products (including loss, theft or destruction) will, nonetheless, be the responsibility of Customer upon the earliest of the following: (a) delivery of the Products to the Customer, Customer’s agent or nominee, or into the Customer’s custody or control; (b) collection of the Products by the Customer’s nominated carrier or agent; or (c) Products being placed at the Customer’s disposal. 
Any risk related to results, deliverables and any outcomes of Services shall be transferred to Customer upon acceptance of the Services by Customer as per the relevant provisions in clause III. 
In the case of a cancellation of an order for Products and/or Services due to a force majeure event, parties shall engage in good faith discussions on the amount of advance payments by Customer to be refunded by Provider.

X – GUARANTEE: 
Customer acknowledges that Products, including hardware and software, may be covered by a guarantee for the period stipulated in the OEM’s documentation accompanying such Products.
The terms and conditions of each guarantee, if applicable, are defined in the applicable OEM’s documentation.
The guarantee shall cease immediately if any intervention is carried out for any reason whatsoever by a repairer not approved by Provider. 
In respect of this guarantee, Provider may facilitate the repair or replacement by OEM, as the case may be, of the Product or part which has been recognised as being faulty and returned to the address indicated by Provider. 
In the case where Provider facilitates replacement, the return of Products under guarantee must have the prior approval of Provider. To this end, Customer shall contact Provider’s support service by telephone. 
If the Product is recognised as being faulty, Provider will give Customer a Product return code. Products recognised as being faulty should be returned in their original packaging, along with the return code. 
Products or parts replaced under the terms of the guarantee shall become the exclusive property of Provider. 
Interventions under the guarantee do not extend or renew the guarantee. 
This guarantee is exclusive of any other guarantees. 
Customer shall indemnify Provider for any claims, losses or damages arising out of or in connection to any claims, warranties or representations made by Customer which differ from the Product warranty and documentation provided by OEM. 

XI – LIABILITY:
Customer acknowledges that they are professionals, and, in this respect, they are knowingly accepting the hardware or software, that are the subject of the agreement between the parties and state that they are adequately informed of the use and intended purpose of the hardware or software, having read, understood and accepted the terms hereunder. 
Provider shall not be held liable for the incompatibility of the hardware or software with other equipment, existing infrastructure or software with which it is intended to be operated. In particular, Provider cannot be held liable for any direct or indirect, temporary or permanent impact the installation of hardware and/or software and for any software (including defects) may have on an existing installed system. 
The Provider will be liable only for its activities or related services strictly within the limits and in compliance with the terms set forth under this clause and other applicable clauses hereunder.
Customer acknowledges and understands that Provider is responsible only for direct damage caused by the activity of distribution or related services by Provider as set forth hereunder, within and further limited to the lower of: (a) the direct damages effectively suffered by Customer due to this fault or (b) the price of the equipment, software or services sold. 
Any indirect, incidental, special, punitive, exemplary, enhanced or consequential damages, including (i) loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of use, loss of opportunity, loss of production, loss of contracts or goodwill, (ii) loss of data, loss of or corruption to systems, databases or software, data restoration costs, or damage to digital assets, (iii) damages arising from business interruption or increased operating costs, (iv) reliance losses, expectation losses, wasted expenditure, or costs of procuring substitute goods or services and/or (v) any losses in any force majeure event, are expressly excluded.
In the event of the necessity for an update or corrective installation, Customer is informed that Provider cannot act before receipt of said updates and corrections from the relevant OEM and cannot be held liable for any delays incurred.

XII – EXPORT CONTROL AND INTERNATIONAL SANCTIONS:  
The Customer undertakes to provide the Provider with the name and address of the End User along with the intended use of the products in written form on their purchase order or via supporting email. The Provider cannot be held liable for the Customer’s failure to observe the obligations arising from this clause and the related regulations.

Export Control:

a) The Parties recognize that any information (hardware, software and technology) received pursuant to this Agreement may be subject to Dual-Use export regulation (EU, US or other). In case of an export, transfer, or re-export to another counterpart, this Export Control clause should be communicated by the Customer to their own End Users.
b) If the Customer is the End User, Provider will require a certificate of communication from the Customer in which it takes responsibility of communicating the End User if/when the goods are later transferred.
c) When applicable, Customer may be asked to obtain a complete and signed End User Statement to be addressed to the Provider. Including the name, address of the End User, its end use, and any other intermediary party involved. There should be no change to the End User declared to Provider. 
d) In case of a change in End User information, Customer shall inform the Provider, in writing, about this change and must not re-export without the “agreement” of Provider. If Provider has a doubt about the right End User, it must not deliver the items.
e) Customer agrees to maintain full, true, and accurate records of transfer, exports, and re-exports, of Product(s) supplied, purchased, or resold. Customer agrees to provide such export-related records to Provider upon the latter’s request.
f) Customer agrees to implement and maintain appropriate procedures, controls, and systems (automated screening tools) to verify that its End-Clients (as well as their respective directors and UBO) are not subject to the sanctions or blocking or asset-freeze measures.
g) Provider reserves the right to conduct (directly or through any third party) audits of Customer to assess their compliance with this clause.

International Sanctions:

h) Each Party certifies its compliance in all material respects with all applicable foreign and domestic laws and regulations, including Sanctions, pertaining to each jurisdiction in which it operates, and to maintain operational procedures to ensure that it does not breach any applicable Sanction or other law or regulation applicable to it.
i) Customer shall not make any transfer, export, or re-export directly or indirectly, in connection with Office of Foreign Assets Control (“OFAC”) Listed person, EU listed person, EU Member State Listed Person nor Blocked Person, or any sanction list.
j) Each Party represents that neither it nor any of its subsidiaries: 
(i) is an individual or entity (“Person”) that is, or is owned or controlled by Persons that are the subject of any applicable sanctions issued, administered, or enforced by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United States Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”), or any sanction list; or
(ii) will, directly or indirectly, use any benefit derived from this Agreement to fund any activities or business of or with any Person, including an End-Client, who is subject to Sanctions or in any other manner that would result in a violation of Sanctions by any Person.
k) Any transfer, export, or re-export directly or indirectly, that includes persons and/or entities; that are nationals of or located in Belarus, Cuba, Iran, North Korea, Russia, Sudan, Syria, and the sanctioned territories of Ukraine should be formally communicated on written request, to Provider. Provider shall have the right to oppose transfer, export, or re-export, or any misuse for the Defense sector, or a person active in the Defense sector.

XIII – CUSTOMER’S COMMERCIAL COMMITMENTS:
Customer undertakes to apply the best commercial standards as well as the laws applicable in their territory and not to harm Provider’ commercial reputation through the products supplied by them. In particular, Customer undertakes to provide accurate, up-to-date information about the characteristics, performances and possible uses of the products sold by Provider. Customer also undertakes to obtain and renew any authorisations necessary for the sale of the products in the country in which they are established. Customer also undertakes to respect and enforce the intellectual property rights protecting the equipment sold by Provider as well as the software for which a licence is granted
In case of non-compliance to any of the obligations under this clause, Provider is entitled to terminate at its sole discretion any or all orders already in place with Customer. This being the case, all outstanding payments shall become due and payable. Termination shall be subject to any rights and remedies Provider may have hereunder or in law.
In addition, Customer shall maintain strict confidentiality of all proprietary, technical, and business information disclosed by the Provider ("Confidential Information") and shall not disclose or use such Confidential Information except as necessary to perform its obligations herein. In the event of any unauthorized disclosure or use, Customer shall immediately notify Provider upon becoming aware of the breach. Provider shall be entitled to injunctive relief in addition to any other remedies available at law or in equity to prevent further unauthorized use or disclosure.

XIV – ETHICS – COMPLIANCE WITH THE LAW:

1. Compliance with Laws – General.

1.1 General Compliance Obligations. Both parties agree to comply with all applicable laws and regulations related to the sale, distribution, and support of products purchased under these GTS, including, without limitation, any applicable trade compliance, export control, customs, tax, social, labour, anti-bribery and anti-money laundering regulations. Acting in good faith, the Parties shall not take any action that would violate the laws or trade policies applicable to their business relationship. 
The Customer (including, but not limited to, its officers, directors, employees, agents, and subcontractors) declares that it is in full compliance with all applicable tax and social legislation, by making the required declarations and paying the corresponding amounts (taxes, fees, contributions). 
1.2 Subcontracting obligation. The Customer undertakes to strictly comply with, and to ensure that its Subcontractors comply with, the laws in force in the countries in which it operates, as well as all applicable international treaties, laws and regulations relating to anti-bribery, Human rights and labour law, in particular the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work. 
The Exclusive Networks Group has made a formal commitment to comply with and enforce the provisions of the Modern Slavery Act of 2015. Where applicable, the Customer agrees to comply with the Modern Slavery Act and to ensure compliance by its Subcontractors, including the implementation of policies and due diligence procedures to prevent forced labour and human trafficking.

2. Ethics and Anti-Bribery Laws.

2.1. Compliance with Law Anti-Bribery Laws. The Customer (including, but not limited to, the Customer’s officers, directors, employees, agents, and subcontractors) agrees to comply with all applicable anti-bribery laws and regulations, including, without limitation, the French Sapin 2 Law, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any other laws, rules, or regulations with the same purpose and similar effects (hereinafter the "Anti-Bribery Laws").

The Customer undertakes to maintain and implement internal policies and procedures relating to ethics and anti-bribery in strict compliance with the laws and regulations in force in the countries in which it operates, as well as international rules on combating bribery, in particular the United Nations Declaration against Corruption and Bribery in International Commercial Transactions and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

In particular, the Customer is prohibited from: (a) taking any action or allowing or authorising any action by a third party in breach of Anti-Bribery Laws, and shall ensure that End Users comply with applicable Anti-Bribery Laws; (b) offering, promising, giving, accepting, or requesting any money, gift, travel, entertainment, or other advantage for any illegal purpose, including for the purpose of inducing the a Party to obtain or retain an improper contract or any other undue advantage in violation of Anti-Bribery Laws; and (c) directly or indirectly offering, promising, giving, soliciting, or accepting anything of value to or from any public official or agent, government-controlled company, political party, or any other person or entity for the purpose of improperly obtaining a commercial or financial advantage or influencing any act or decision.

The Customer shall not, directly or indirectly, make or authorize facilitating payments (any payment or transfer of value, regardless of amount or form, made to expedite or secure the performance of a routine government action), regardless of whether such payments may be permissible under certain Anti-Bribery Laws. 

The Customer shall implement and maintain an internal anti-corruption compliance program adapted to its business operations, capable of detecting and preventing corruption, and ensuring compliance with Anti-Bribery Laws. 

2.2. Compliance with Exclusive Networks Code of Conduct. The Customer agrees to comply with the values and provisions of the Exclusive Networks Code of Conduct, as made available or communicated by Exclusive Networks. If a conflict arises between local laws and the Exclusive Networks Code of Conduct, the Customer shall notify Exclusive Networks in writing, and the Parties shall find a solution to achieve a compliant outcome while maintaining the spirit and purpose of the Exclusive Networks Code of Conduct.

2.3. Compliance Certification and Ongoing Anti-Bribery Commitment. The Customer certifies that neither it nor its officers, directors, or employees have been formally charged with or convicted of any offence(s) relating to fraudulent bribery (unless previously disclosed in writing to Exclusive Networks). 

To ensure compliance with Anti-Bribery Laws for the entire duration of these GTS, the Customer undertakes to: (a) without delay, provide Exclusive Networks, upon request, with all relevant records, information and supporting documentation necessary to demonstrate its compliance with Anti-Bribery Laws, (b) without delay, notify Exclusive Networks of any actual or suspected breach of Anti-Bribery Laws, whether by the Customer, a third party, or in the event it receives any request that may constitute such a breach, of which it becomes aware, (c) without delay, notify Exclusive Networks of any corrective measures implemented in order to remedy such breach, (d) without delay, verify that its Subcontractors and any third parties acting on its behalf also maintain policies and procedures relating to ethics and anti-corruption at a level that meets or exceeds the obligations set out in these GTS.

Exclusive Networks shall also have the right, upon reasonable notice, to conduct audits or request third-party audits limited to verifying the Customer’s compliance with the obligations set forth in these GTS regarding Anti-Bribery Laws. The Customer agrees to cooperate fully with such audits and to provide access to relevant records and information as required. Such audits may include, where necessary, access to relevant financial records and supporting documentation necessary to verify the Customer’s compliance with Anti-Bribery Laws. 

The Customer shall immediately report to Exclusive Networks any unusual financial arrangements that may reasonably raise compliance concerns under these GTS, including but not limited to unusually high commissions, frequent interactions with government officials, use of offshore accounts, or unverified third parties. 

The Customer and its relevant employees shall participate in anti-corruption training programs offered by Exclusive Networks as reasonably requested. 

3. Data Privacy.

Exclusive Networks is subject and complies with international regulations regarding data privacy, such as European Regulation 2016/679 of April 27, 2016 (GDPR) as well as local data protection laws in the countries where Exclusive Networks operates. Exclusive Networks implements necessary measures to ensure the security of any personal data communicated. Personal data is collected and used solely for the purposes of Exclusive Networks' commercial, professional and/or legal relations and to enable the identification of its contacts and/or stakeholders. Personal data is retained for the period necessary to fulfil Exclusive Networks’ commercial, professional, and/or legal relations, including for the identification of its contacts and/or stakeholders. Additionally, it is retained as long as required to achieve the purpose of its collection and, at a minimum, for the legal retention period applicable to the relevant documents. Any individual has the right to access, update, rectify and delete personal data concerning them, which may be exercised by contacting Exclusive Networks’ Data Protection Officer by mail at dpo@exclusive-networks.com (or by post at [insert postal address]). Where Exclusive Networks discloses personal data about its employees to the Customer for the purposes of this Agreement, the Customer undertakes to comply with the GDPR and/or any other applicable local privacy legislation, to implement the necessary measures to ensure the security of such personal data, and to use it exclusively for the purposes set out in these GTS. If Customer processes personal data on behalf of Exclusive Networks, the Parties shall enter into a data processing agreement or use any other mechanism in compliance with the GDPR.

4. General – Termination.

Notwithstanding any other provision to the contrary in these GTS, Exclusive Networks may immediately terminate the business relationship with the Customer (including any associated contracts) in the event the Customer fails to comply with any of the provisions of this clause XIV, without prejudice to any other rights or remedies. In such a case, the Customer shall indemnify, defend and hold Exclusive Networks harmless from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to such breach.
More specifically, in the event that the Customer refuses to cooperate or fails to provide the requested documentation within a reasonable timeframe in the context of an audit request, Exclusive Networks shall have the right to take appropriate measures, including suspending any ongoing transactions under these GTS, such as financial incentives, and, where necessary, terminating the business relationship (including any associated contracts). 
In the event of a suspected violation, the Customer may provide evidence that, at the time of the alleged breach, it had implemented and maintained adequate anti-corruption preventive measures adapted to its business operations and capable of detecting corruption. Exclusive Networks reserves the right, at its sole discretion, to consider such evidence before proceeding with contract termination.
Exclusive Networks reserves the right to suspend any ongoing transactions under these GTS, such as financial incentives, if it has reasonable grounds to believe that the Customer has breached its obligations under this clause XIV, including any violation of Anti-Bribery Laws. Where necessary, Exclusive Networks may also terminate the business relationship (including any associated contracts).

 XV – AUDIT AND INSOLVENCY:
Provider shall have the right to conduct an audit of Customer's premises, personnel, books, and records related to the hardware, software or related services, upon no less than ten (10) days' prior written notice, provided that: (i) such audit is conducted at Provider' sole expense; and (ii) the audit is solely for the purpose of verifying Customer's compliance with the information security requirements as notified by Provider from time to time. Any such audit may be performed by Provider or a third-party auditor of Provider' choice. The audit shall be conducted with minimal disruption to Customer's normal business operations and in accordance with reasonable safety and security policies and procedures. If the audit reveals any noncompliance by Customer, Customer shall reimburse Provider for its reasonable costs incurred for the audit, and Provider shall have the right to terminate the relevant Purchase order.
 
Customer shall immediately notify Provider, in the event that Customer becomes insolvent or bankrupt, makes a general assignment for benefit of, or enters into any arrangement with, creditors, files a voluntary petition under any bankruptcy, insolvency or similar law or has proceedings under any such laws or proceedings seeking appointment of a receiver, trustee or liquidator instituted against it. Where permitted by the applicable law, all outstanding amounts owed to the Provider shall become immediately due and payable. Provider shall have the right to terminate this agreement and/or relevant Purchase order with immediate effect and cease any further supply of goods or services. Provider may also recover any delivered but unpaid goods and pursue any legal remedies available to recover outstanding debts.

Further, in the event of material deterioration of Customer’s financial standing (including events as set out in the preceding paragraph, Customer’s inability to make full and timely payments, or Customer’s inability to obtain the required security or guarantee under clause 5.3 and/or clause 5.5), Customer acknowledges and agrees that: (a) Customer shall, upon Provider’s written request, assign to Provider all or part of Customer’s receivables due from End-Clients to satisfy all outstanding payables by Customer to Provider and shall perform, or have performed, all further acts and things  to give full effect to such assignment as may be requested by Provider (including but not limited to execution or delivery of further documents and ensuring that its agreements with End-Clients allow for such assignment); and (b) Provider may, at its discretion, replace Customer with other reseller(s) (“Designated Reseller(s)”), and Customer irrevocably agrees and undertakes to cooperate and do all further acts and things necessary to facilitate the transition of orders to the Designated Reseller(s) as may be requested by the Provider.

XVI – GOVERNING LAW AND JURISDICTION:
These GTS and any contractual documents are governed by the laws of Singapore. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply. 

Any and all disputes shall be referred to and settled by the Courts of Singapore, unless such dispute relates to Customer’s non-payment and falls within the jurisdiction of the Small Claims Tribunals, in which case the parties agree that such dispute shall be referred to and settled by such Small Claims Tribunals.