1. General 1.1 Agreement 1.1.1. These T’S & C’S shall be the terms and conditions which apply to any supply of Services in MISA Marketplace. These T’S & C’S may be supplemented by Atos’s special terms and conditions applicable to specific Services (“STC”). The Customer’s terms and conditions of purchase shall not be applicable, nor any other terms or conditions proposed by the Customer unless otherwise agreed in writing by a legal representative of Atos. 1.1.2. Unless otherwise stated in the Order, third party product included in the Services shall be sold/licensed by Atos exclusively under the original manufacturer/developer’s terms and conditions of warranty and intellectual property indemnification. These terms and conditions may be available to the Customer either on original manufacturer/developer’s web site, or with the Documentation (or the product itself) or upon request to Atos. No additional warranty, indemnity or support is offered by Atos. 1.1.3. Atos may at any time update, modify or withdraw these T’S & C’S. Unless otherwise mutually agreed in writing, the updated or modified version of T’S & C’S shall be applicable to any new Offer and/or Order but not those already placed prior to the new T’S & C’S issuance. Applicable T’S & C’S shall be available on Atos.com and/or at the Customer’s request. 1.1.4. Any Proposals provided by Atos as defined below shall be governed by these T’S & C’S. Acceptance by the Customer of any Proposals shall be deemed a full acceptance by the Customer of the T’S & C’S. If any, Atos shall inform the Customer in case of T’S & C’S modifications pursuant to clause 1.1.3 before the Customer’s acceptance of the Proposal. 1.1.5. Proposals are open for acceptance within the period stated in the Proposal or, when no period is stated, within thirty (30) calendar days from the date of the Proposal. Should the Customer fail to order within said period, Atos may withdraw or modify its Proposal. 1.1.6. Any Order of Services placed by the Customer as defined below shall be deemed to make reference to the Proposal related to the relevant Order. In any case, the Customer shall be deemed to accept the T’S & C’S by (i) signing and returning the Proposal or (ii) issuing an order referring to the Proposal or, (iii) using the Services or, (iv) making any payment in relation to the Services. 1.1.7. The agreement between the Customer and Atos shall be concluded when Atos accepts the Customer’s Order by sending its written acceptance and shall be constituted according to the following precedence order: the Order, the SOW if any, the STC, the Proposal and the T’S & C’S, (hereinafter referred to as “Agreement”). 1.1.8. Any amendment to the Agreement, even if minor, must first be approved by the Parties in writing, except as otherwise provided in these T’S & C’S. 1.2 Definitions Unless the context requires otherwise, the following words and expressions shall mean: Atos: [], a company incorporated under the laws of the state of [] in [] under the N° [], with registered office located at [] Charges: either the sale price of Services fees, or other costs, payable by the Customer under the Agreement. Contractor: any third party who may provide to Atos Services for the purpose of the Agreement. Customer: any private or public entity, company, professional firm but excluding any consumer. Deliverables: any document, survey, report, methods, Results, or any other items as precisely described in the Proposal excluding know-how or Atos’s background intellectual property. Documentation: the document including detailed description of the Product and other technical, user and training documentation intended to facilitate the installation, testing, use, maintenance and support of the Product including any modifications, revisions or new releases. Documentation when available shall be provided at Atos’s sole discretion in (i) electronic or (ii) written form or (iii) may be packaged with the Product, in the language chosen by Atos. Proposal: any proposal or quotation provided by Atos for Services. Order: document including e-mail issued by the Customer and accepted in writing by Atos which makes reference to a Proposal for procurement of Services. Once accepted by Atos, the Order is firm and cannot be cancelled or modified unless otherwise agreed by the Parties in writing or duly authorized under these T’S & C’S. Party or Parties: means Atos and/or the Customer individually or collectively. Product(s): any Hardware Product and/or Software Product and their Documentation if any. Results: any customized Deliverables produced by Atos pursuant to the Agreement according to the Customer’s specifications such as reports, specific documentation, analysis, diagrams, but excluding Bespoke Software Product. Services: services performed by Atos under the Agreement as described in the Proposal. Services provided under the Agreement are listed in section 2 (Services) of these T’S & C’S. Site: the location(s) designated in the Order to where Services are to be performed. Statement of Work or SOW: the detailed description of Professional Services including (but not limited to) scope, Deliverables, schedule and milestones, specifications and acceptance criteria attached to or referred to in the relevant Order. Territory: country where Atos is incorporated. 1.3 Charges and payment 1.3.1 All Charges for the Services are stipulated in the Order. The Charges for Software and Services are payable in one-time or periodically in accordance with the Order. In the case of a periodic Charge, the amount of the Charge is calculated pro rata temporis over the initial period. 1.3.2 Unless otherwise stipulated in the Agreement, Charges cannot be changed after the Order is placed. Nevertheless, by not less than 3 months’ prior written notice, the Services payable on a periodic basis may be adjusted from time to time. 1.3.3 All Charges are exclusive of Value Added Tax (or other similar taxes which may apply outside the Territory) which will be charged at the prevailing rate at the tax point. 1.3.4 Unless stated otherwise in the Agreement, Atos will invoice the Customer: • with regard to Services payable in the form of periodic Charges, the first day of the invoiced period for Services. 1.3.5 The invoice amount (net Charge plus VAT or other taxes/duties when applicable) shall be due for payment in the currency stated in the Proposal within thirty (30) calendar days from the invoice date or if no currency is stated then in Euros. 1.3.6 Should all or part of an invoice be disputed, the Customer undertakes to promptly pay any undisputed portion and to inform Atos in writing of the reason for its dispute within fifteen (15) days of the invoice date. The Customer shall not be entitled to retain or setoff payments in respect of counter-claims based on claims of whatsoever nature. 1.3.7 In the event that the Customer fails to pay all or part of an invoice issued by Atos, or does not comply with all or part of its contractual obligations under the Agreement, Atos will be entitled, subject to reasonable prior notice, to abstain from providing and/or performing or to suspend, the provision of Services and/or also of any Services under any other Agreements. The Customer may not claim any compensation for such suspension or non-performance of Services 1.3.8 Late payment of any Charges shall bear interest from the due date until the full payment. The interest for late payment shall be calculated in accordance with the legal interest rate fixed by the central bank of the Territory increased to the extent permitted by law defined in clause 1.12, by ten (10) points without prejudice of other remedies. 1.4 Cooperation Parties shall cooperate in the proper performance of the Agreement. Parties agree to each appoint a representative for the performance of Agreement and to inform each other without undue delay of any event which may affect the proper performance of the Agreement. 1.5 Customer’s obligations The Customer shall in a timely and proper manner: • provide all information and all documentation necessary for Atos to fulfil its obligations; • check before accepting the Proposal, that the proposed Services meet its needs ; • comply with all tasks assigned to the Customer in accordance with the SOW or any other document agreed by Parties; • provide access to its Site to Atos’s personnel and Atos’s Contractors as may be reasonably necessary to deliver the Products and/or Services as specified in the Agreement; • provide if requested a suitable environment into which the Services shall be implemented in compliance with Atos’s specifications and/or Atos’s pre-requisite and obtain all authorization necessary (in particular from software licensors and landlords if any) for Atos to perform its obligations under the Agreement; • carry out all acceptances of Services as soon as delivered or completed by Atos; • ensure protection of its data and software as may be necessary and undertake, in particular but not limited to, all necessary data and software backup before Atos’s intervention; • ensure that it uses up to date virus detection and eradication tools, and observes good practice to prevent viruses from contaminating its IT environment; • use the Services in accordance with the law, the Documentation and if any instructions provided by Atos; unless specifically authorized in the Agreement, the Customer shall not alter or modify the Services without Atos’s written approval. In case of unauthorized use or modification, any warranty provided by Atos shall cease immediately as will any associated indemnity of any kind as provided under this Agreement (such as by way of example but not limited to) the indemnity in clauses 1.6.4, 2.5 and 3.3. 1.6 Intellectual property 1.6.1 Neither Party shall obtain by virtue of Services or Products supplied under the Agreement any rights of ownership or interest in any intellectual property owned by the other Party or any third party prior to or at the date of the Agreement. 1.6.2 All intellectual property rights in and to the Services including but not limited to Results and all patent, copyright, trademark, trade secret and all other intellectual and industrial property rights otherwise developed and/or used within the performance of the Agreement, shall remain with and shall be owned exclusively by Atos and its licensors, and the Customer shall have no right, title or interest therein or thereto. The Customer will not claim any such right, title or interest or take any position adverse to Atos’s or its licensors’ ownership of all such rights, title and interests. 1.6.3 Atos reserves the right to use any knowledge, methods, studies, processes and know-how implemented or developed by Atos within the performance of the Agreement for the purpose of performing services for other customers including producing similar results or identical functions. 1.6.4 Atos will defend the Customer against third party’s claims alleging that the use or possession of any part of the Services directly infringes any patent, copyright, registered design, utility model or like intellectual property right or industrial property right, effective in the Site and indemnify it against any damages which may be finally and definitely awarded against the Customer by a court of competent jurisdiction, provided that the Customer promptly notifies Atos in writing of such claim, that Atos is given immediate and complete control and at Atos’s option conduct of any such claim, and provided that the Customer gives Atos all reasonable assistance. 1.6.5 If, in such event, a final injunction is obtained against the use of any part of the Services by reason of infringement of such intellectual property right, Atos shall, at its option and expense, either: • procure for the Customer the right to continue to use the Services, or • modify the Services so that it becomes non infringing or • replace the Services with non-infringing Services 1.6.6 The above provisions shall not apply (i) if the Customer acts or omit to act in a manner which may directly or indirectly prejudice Atos in the defence of the claim, and/or (ii) to aspects of the Services which were performed, developed or manufactured according to designs and/or specifications and/or instructions provided by or on behalf of the Customer, and/or (ii) to parts of the Services which were supplied to Atos by or on behalf of the Customer and/or (iii) for any claim based on the use of the Services in combination with any hardware, software, product, devices, program, data, method or process not provided by Atos, and/or (iv) for any claim based on the use of the Services in a manner for which the Services was not designed and/or (v) in case where the claims are founded on modifications or alteration of the Services made without Atos’s express authorization and/or (vi) to any claim arising from any open source or freeware software whether or not implemented in the Services. 1.6.7 The foregoing states Atos’s entire obligation, and the Customer’s exclusive remedy, for infringement of intellectual property rights. 1.6.8 Atos is the owner of certain registered trademarks and logos which constitute the sole and exclusive property of Atos. The Customer consequently and expressly recognizes it has no right to such trademarks and logos. The use of Atos trademarks without Atos prior written approval will constitute a violation of the intellectual property laws that will give rise to appropriate procedures. 1.7 Limitation of liability 1.7.1 Atos does not seek to limit or exclude any liability of Atos or of its directors, employees or Contractors for death or personal injuries, or any liability of Atos or of its directors, employees or Contractors where that liability arises from gross negligence or fraudulent misrepresentation. 1.7.2 Any liability of Atos or of its directors, employees and Contractors for loss of the Customer’s data, programs or other electronic records shall be limited to the cost of re-loading the Customer’s backup copies (if any). 1.7.3 Subject to Clause 1.7.1 above and to the extent permitted by law, Atos and its directors, employees and Contractors shall have no liability to the Customer for any indirect or consequential damages and losses of any kind, no liability to loss of anticipated savings, loss of profit and business arising either from negligence, misrepresentation, or from other fault of Atos or of any person for whom Atos may have responsibility or arising from breach of any contract between Atos and the Customer or in tort ,strict liability or equity, even if Atos has been advised of the possibility of such losses. 1.7.4 Except as provided under Clause 1.7.1, the aggregate liability of Atos, its directors, employees and Contractors to the Customer, regardless of the basis that liability may arise, on all claims of any kind (including any form of indemnification) shall be limited to the smaller of 500,000 € (five hundred thousand euros) or the sum equal to the aggregate of the amount payable by the Customer under the Agreement or with regard to recurring Agreement, the aggregated amount invoiced during the last twelve (12) months from receipt of the claim by Atos. 1.7.5 The Customer shall indemnify Atos, its directors, employees and Contractors against all third party claims relating to Services which Atos Services, or provides to the Customer, where these claims are based on negligence or other alleged fault attributable to the Customer or to the Customer’s modification of the Deliverables and such claims would have been avoided in the absence of such modification. 1.8 Confidentiality 1.8.1 Each Party shall treat as confidential any Confidential Information received or made available from the other Party under the execution of the Agreement and shall not disclose the same or any particulars thereof to any third party without the prior written consent of the other Party. For the purpose of this Section "Confidential Information" shall include without limitation, Proposal, pre-sale and any commercial document, Software Product and associated Documentation, operating manuals, specifications and any information or knowledge which relates to the business or trade secrets of either Party whether communicated orally or by electronic media or in writing to the other Party. 1.8.2 The Party to whom Confidential Information has been disclosed shall disclose the same only to those of its employees and/or its Contractors who are directly involved or engaged for the purposes of the Agreement and who need to know the same and will ensure that such employees and/or Contractors are aware of and comply with these obligations of confidentiality. 1.8.3 The obligations of confidentiality contained herein shall however not apply to information which: • has come within the public domain otherwise than by breach of this Section or by breach of any agreement between the parties, or • has been obtained from a third party who is free to divulge the same. • is required by law or any competent regulatory body provided that the Party which is required to disclose shall use all reasonable efforts to prevent or limit the disclosure and give the other Party prompt notice of it. 1.8.4 Upon execution of the Services of an applicable Agreement, each Party shall return or destroy all Confidential Information received from the other Party in connection with the performance of this Agreement. 1.8.5 This obligation of confidentiality shall remain in force during the term of the Agreement(s) and for three (3) years after its termination or ten (10) years after its disclosing for Confidential Information including intellectual property right items. 1.8.6 Atos shall be authorized to communicate on the Agreement and the Customer as commercial reference to Atos’s customers and prospect, unless the Customer notifies to Atos its disagreement to such communication. 1.9 Compliance with law 1.9.1 Health and safety - In the interests of health and safety the Customer will ensure that Atos's personnel and/or the personnel of its Contractor, whilst on the Customer's premises, work in the presence of the Customer's personnel at all times. 1.9.2 Labour Law and Regulations - Atos warrants that any work performed under the Agreement shall be performed by employees who are legally employed, with respect to the applicable laws and/or regulations of the country where the Agreement is performed. Atos’s staff will remain at all times under the management control of Atos and its managers. As an employer, Atos will be responsible for the administrative, accounting and social management of its employees involved in the implementation of the Agreement. Atos’s staff will not transfer to the Customer or be deemed to be in any way employed by the Customer and Atos shall remain their sole employer. 1.9.3 Export Controls and Prohibited Use - Export or re-export of Products outside of the European Union countries, including spare parts and technologies provided to the Customer by Atos, may be subject to prior authorization by the authorities of the Territory or of the country where the Products or/ and technologies were designed. The Customer shall comply with all laws, regulations and other requirements applicable to the sale, shipment, import or export or re-export of the Products to any country in which they may be used. The Customer agrees not to export or re-export the Products from the country where the Products were delivered to the Customer without obtaining first all the required licenses and or authorizations. Atos shall not be liable to the Customer for any loss or damage sustained by the Customer by reason of Atos’s inability to obtain a required import or export license. The Customer warrants that the Products shall not be used for design, development, or production of any nuclear, military, ballistic, biological or chemical weapons. The Customer agrees to provide sufficient information to determine in what manner its intents to use the Products ordered. 1.9.4 Encryption mechanisms - Atos would advise the Customer that the supply, use, export and/or transit between European Union countries of Product incorporating encryption mechanisms are considered to be Dual Use items and are governed by the specific export rules issued by French, European and any other relevant country’s authority and is subject to prior authorization from the said authorities. Such authorizations may be limited and/or temporary and/or conditional upon compliance with certain specific restrictions. Such authorizations may be cancelled by the issuing authorities under their sole responsibility. 1.9.5 Data protection- Should Atos process personal data of the Customer’s end users/customers under the Agreement, it shall be deemed to do so only on behalf of the Customer, as subcontractor. Each Party shall strictly comply with all data protection, privacy or similar laws and regulations applicable at European Community or national level as may be required. 1.10 Termination of the Agreement 1.10.1 Without prejudice to any other right or remedy, either Party may terminate the Agreement with immediate effect, without any formalities required, pursuant to a registered letter with acknowledgment of receipt served on the defaulting Party, if the defaulting Party commits a material breach of its obligations under the Agreement, and, in the case of a breach capable of being remedied, if it does not remedy the breach within thirty (30) calendar days of the written notice. 1.10.2 Without prejudice to any other right or remedy, Atos may terminate the Agreement with immediate effect without any formalities required, pursuant to a registered letter with acknowledgment of receipt served on the Customer, • Subject to the provisions of clause 1.3.7, where the Customer’s default is in respect of non-payment of Charges which is not remedied within fourteen (14) calendar days after receipt of notice, by registered letter with acknowledgment of receipt, from Atos requiring it to do so, • to the extent permitted by law in case of the Customer’s insolvency, bankruptcy or liquidation. 1.10.3 Upon termination or expiry of the Agreement, the Customer will: • At its costs and on Atos’s request, forthwith return to Atos any Hardware Product for which Atos has not received payment in full and if requested, permit Atos forthwith to enter its premises to remove the Hardware Product. • For Software Product, where the licence granted to the Customer terminates at the same time as the Agreement terminates or at the expiration of its duration as specified in Clause 3.1.1, then the Customer will return or destroy the Software Product and all copies in its possession. In this last case, the Customer will provide to Atos a certificate of destruction. 1.10.4 Upon termination or expiry of the Agreement, all those provisions of the Agreement where stipulated specifically in the provision of the Agreement as surviving the termination of the Agreement or by their nature, extend beyond its termination shall remain in full force and effect. 1.10.5 Upon termination the Customer shall forthwith pay all Charges and other monies (including interest) due and payable as if such termination had not occurred. 1.11 Force majeure Neither Party shall be liable for any breach in performing any of its obligations under the Agreement if such breach is due to a force majeure cause or any cause whatsoever beyond its reasonable control. Parties agree the following is a non-exhaustive list of events of force majeure events: acts of God, natural or not disaster, riot, war, delay by carrier, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, or inability to obtain labour, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Atos from performance and barring remedies for non-performance. The force majeure event must be notified to a Party as soon as it is aware of the occurrence of such an event and at the latest within seven days (7) of the occurrence of said event. If the force majeure event persists for a ninety (90) days period, each Party may terminate the remaining performance of Agreement without any liability, by giving notice, by a registered letter with acknowledgment of receipt, of such termination to the other Party, if no workaround has been found. The Customer shall pay for the Charges in respect of Services delivered and/or performed up to the termination date. 1.12 Governing law and venue The construction, validity and performance of the Agreement shall be governed by the law of Territory (without giving effect to its conflict law of principles). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract. Courts of the Territory shall have exclusive competent for any disputes, in connection with or arising out of the Agreement or its creation, which cannot be settled amicably. To the extent permitted by law, by both express agreement and voluntary waiver, the Customer (together with its successors or assignees) shall not take any legal or other action against Atos, (and in particular for avoidance of contract, warranty, liability or specific performance of Atos’s obligations) with respect to the Agreement more than two years after the date when the Customer has been aware or should have been aware of the facts giving right to its claim or two (2) years after the date of expiration or termination of the Agreement, whichever is the earlier. 1.13 Miscellaneous 1.13.1 The Customer may not assign the Agreement without Atos's prior written consent. 1.13.2 The Agreement states Atos's entire obligation and total liability whether in contract, tort or otherwise in respect of its obligations and liability under these terms and conditions and are in lieu of and exclude any conditions and warranties implied by statute law or otherwise insofar as the law allows. 1.13.3 Each Party shall have in place and maintain sufficient insurance to cover any potential liability, arising under the Agreement. 1.13.4 Subject to Clause 1.12, failure or neglect by a Party to enforce at any time any of the terms, conditions or provisions of this Agreement shall not be construed to be a waiver of that Party’s rights, or to in any way affect the validity of the whole or any part of this Agreement, or to otherwise prejudice that Party’s rights to take subsequent action. 1.13.5 In the event of any part of the T’S & C’Ss being or becoming void or unenforceable then that part shall be severed from these T’S & C’Ss, to the intent that all the remaining parts shall remain in full force and effect and be unaffected by any severance. 1.13.6 Any notices permitted or required under an Agreement shall be in writing, and shall be deemed given when delivered (i) by hand with written acknowledgment of receipt; (ii) by certified or registered mail, with proof of delivery. Notices shall be sent to the addresses and to the Parties’ designated representative as mentioned in the Agreement. 1.14 Non solicitation Both Parties undertake not to make direct or indirect offers of employment or recruit the other Party’s staff involved in performance of the Agreement, or hire or engage them in any capacity whatsoever, even if the initial approach is made by a member of said staff, for the duration of this Agreement and for twelve (12) months thereafter. If a Party breaches its commitment, the defaulting Party undertakes to compensate the injured Party by paying damages equal to the gross salary (including social security contributions) paid to the poached member of staff during the twelve (12) months prior to his departure. 1.15 Ethics The development of Atos is based on a set of values and guidelines with respect to business ethics. In this purpose, Atos has issued a code of conduct/ethic, addressed to its employees and suppliers doing business/entering into contracts with Atos. This code of conduct/ethic is in line with the principles of United Nations Global Compact, dealing with human rights, environmental protection, sustainable development, bribery and corruption. The parties agree to strictly comply with the all laws and regulation on bribery, corruption and prohibited business practices.   2. Services 2.1 General provisions 2.1.1 Definitions: Unless the context requires otherwise, the following words and expressions shall mean: Professional Services: technical services, including design, engineering, installation, configuration, integration, commissioning, consulting services. 2.1.2 Scope of Services: The Services provided under the Agreement may include Professional Services and Support and Maintenance Services. The development of Bespoke Software Product, the outsourcing managed services and cloud services are not provided by Atos as a Service under the Agreement and shall be part of a specific and separate agreement. 2.1.3 Atos’s obligations: Atos shall make reasonable efforts to provide the Services in accordance with the Agreement and the SOW. Atos shall perform the Services, in a professional, workmanlike manner consistent with generally accepted industry standards. 2.1.4 Atos shall assign technically competent and properly trained personnel and/or Contractor(s) to perform the Services. Atos shall determine the assignment of its personnel and/or its Contractors to any part of the Services. Atos reserves the right, unless otherwise specifically stated in the Agreement, to replace or re-assign any of its personnel and/or its Contractors during the performance of the Services. 2.1.5 The Customer’s obligations: The Customer shall be responsible for : • making available such appropriately experienced, knowledgeable and qualified staff as reasonably necessary where the performance of the Services requires the participation of the Customer's staff; • If applicable, obtaining all third party licences necessary for Atos and its Contractor(s) to perform the Services; When Services are to be provided at the Customer’s Site: • providing at its own expense working and storage facilities including telecommunication network and any equipment such as printing machines for the use of Atos in accordance with the SOW; • Notifying Atos in writing, prior to the commencement of the Services, of any rules and regulations (including but not limited to health and safety conditions applicable to the Site, its own personnel and / or data safety and security regulations), which Atos’s personnel and Contractors shall comply with whilst carrying out the Services on Site. The Customer warrants that such rules and regulations are reasonable and will not restrict or delay Atos in its performance of the Services. The Customer shall use all reasonable endeavours to ensure the health and safety of Atos's personnel and its Contractors while they are on the Customer's premises. 2.2 Professional Services 2.2.1 Conditions of performance: Atos shall provide Professional Services in accordance with the Proposal and SOW, if any. Atos will provide the Professional Services during working days in the Territory and working hours applicable at Atos. Services provided outside the working hours/days shall be subject to additional charges. Atos will perform the Professional Services on time and materials price basis either on Site or remotely and for the duration, as agreed by Parties in the Order and/or SOW. Any Professional Services to be charged on fixed-price shall be part of a separate agreement which shall define the condition of services delivery and the payment. 2.2.2 Acceptance: Professional Services shall be deemed accepted at the end of the period of supply as provided in the SOW if the Customer makes no objection within three (3) days after the end of the said period. In the event that the Customer provides evidence that Atos has not performed the Services in accordance with the Order and SOW, if any, Atos will re-perform any non-compliant Professional Services. 2.2.3 Charges: Unless otherwise agreed in the Order, Professional Services shall be charged on a time and material basis in accordance with the prices stated in the Order and the Customer will be invoiced for those Professional Services that are actually delivered for the relevant period. The Customer will reimburse Atos for all reasonable travel and living expenses incurred by Atos in the performance of the Professional Services at a site other the Site specified in the Order unless otherwise stated in the Agreement.