General Terms of Sale

Clause 1: Purpose

The general terms of sale described below set out the rights and obligations of AdDo and its Clients in connection with the sale of the following services:

• IT services,
• information systems security advisory services,
• training.

Any service provided by AdDo therefore implies the Client's unreserved acceptance of these general terms of sale.

Clause 2: Pricing

The prices of services sold are those in effect on the date the order is placed. They are denominated in CFP Francs (XPF) and calculated exclusive of taxes. They will therefore be increased by the applicable TGC rate and any taxes and charges in force on the date of the order.

AdDo reserves the right to modify its prices at any time. However, it undertakes to invoice ordered services at the prices indicated at the time the order is recorded.

Prices may be calculated on a fixed-fee, hourly, half-day or daily basis. It is agreed between the parties that payment by the Client of the full amount of services performed by AdDo constitutes final acceptance of those services.

Clause 3: Discounts and Rebates

The prices quoted include any discounts and rebates that AdDo may grant based on its results or on the buyer's assumption of certain services.

Clause 4: Early Payment Discount

No discount will be granted for early payment.

Clause 5: Payment Terms

Orders are settled in accordance with the payment schedule set out in the commercial proposal or purchase order signed by the Client and accepted by AdDo at the time of the Client's order:

• by cheque, or
• by bank transfer.

Clause 6: Order Terms

The services provided by AdDo are designed to meet the specific needs of its Clients.
Each Client request is the subject of a commercial proposal specifying:

• the scope of work,
• the nature of the services proposed,
• the terms of service delivery,
• the price of services,
• the payment terms.

Any order constitutes a firm and irrevocable purchase commitment on the part of the Client once the signed commercial proposal or purchase order has been submitted to AdDo before its expiry date. Submission of this duly completed and signed document to AdDo confirms the order.

Any order is irrevocable unless a modification or cancellation is accepted in writing by AdDo.

AdDo reserves the right to refuse an order within five (5) working days of receipt of the signed commercial proposal or purchase order from the Client.

Clause 7: Late Payment

Any delay or failure to pay will automatically result in:

• The immediate enforceability of any outstanding amount,
• The calculation and payment of a late-payment penalty in the form of interest at a rate equivalent to three (3) times the statutory interest rate. The applicable statutory interest rate is that in force on the date the services are invoiced.
• This penalty is calculated on the pre-tax amount of the outstanding sum and runs from the day following the payment date shown on the invoice until full payment, without any prior reminder or formal notice being required. The applicable rate is calculated on a pro-rata temporis basis.
• The right for AdDo to suspend the execution of the ongoing service and to defer any new order or delivery.

In addition, all recovery costs (by bailiff or through legal proceedings) shall be borne by the Client, to which the Client hereby agrees.

Clause 8: Insurance

AdDo holds a professional liability insurance policy covering all obligations incumbent upon it. AdDo undertakes to provide evidence of this upon request by the Client, by supplying a certificate from its insurers setting out the guarantees subscribed, their amount and their period of validity.

Clause 9: Liability

Given the nature of the services performed, AdDo's obligation is one of means. AdDo undertakes to perform services in accordance with best professional practice and to the best of its ability, under the terms and conditions of the agreement and in compliance with applicable legal and regulatory provisions.
AdDo does not guarantee that the services will meet specific needs or objectives of the Client that have not been agreed by contract.

The Client undertakes to provide AdDo, within the agreed timeframes, with all information and documents necessary for the proper performance of the services and for a proper understanding of the issues involved.

AdDo cannot be held liable for:

• any error caused by a lack of information or inaccurate information provided by the Client,
• any delay caused by the Client that would make it impossible to meet agreed or legally prescribed deadlines.

Each party is responsible to the other for any breach of its obligations.

Clause 10: Obligations and Confidentiality

AdDo undertakes to:

• maintain strict confidentiality regarding information provided by the Client and identified as such,
• not disclose any information about services performed for its clients,
• return or destroy all documents provided by the Client upon completion of the engagement,
• sign a non-disclosure agreement if the Client so requests.

The terms of the agreement signed between the parties are considered confidential and may not be disclosed to unauthorised third parties.

The Client undertakes to:

• respect the dates and times of appointments scheduled for the proper execution of the subscribed services: any appointment not honoured but not cancelled at least forty-eight (48) hours in advance remains due and payable to AdDo. Any rescheduled performance of that appointment will be charged in addition.
• make every effort to reschedule any cancelled appointments — with the forty-eight (48) hour notice referred to above — within a timeframe consistent with the proper delivery of the services.
• settle any amount owed upon receipt of invoice.

Clause 11: Force Majeure

AdDo cannot be held liable if the non-performance or delay in performance of any of its obligations under these general terms of sale results from a case of force majeure. Force majeure is understood to mean any external, unforeseeable and irresistible event within the meaning of Article 1148 of the French Civil Code.

Clause 12: Non-Solicitation of Personnel

During the period of service delivery and for the twelve (12) months following its expiry or termination, for whatever reason, the Client undertakes not to (without AdDo's express prior written consent) directly or indirectly engage any member of AdDo's staff.

In the event of a breach of this undertaking, the Client shall be required to pay AdDo immediately, as a penalty clause, a lump-sum compensation equal to twelve (12) times the last gross monthly salary of the person solicited or hired, plus all recruitment costs for a replacement.

Clause 13: Jurisdiction

Any dispute relating to the interpretation and performance of these general terms of sale is subject to French law. In the absence of an amicable settlement, the dispute shall be brought before the Commercial Court of Nouméa.