GENERAL TERMS AND CONDITIONS

ARTICLE 1 – APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SERVICES

These general terms and conditions apply to the provision of services by TOMORROW FOOD to the Client.

ARTICLE 2 – DEFINITIONS

Unless otherwise expressly agreed by the Parties, the terms used in the Contract, whether in the singular or plural, shall have the following meaning:

Quote : the document whose signature by the Parties constitutes the Contract. The Quote may be sent by any means for which proof can be provided.
Laws and Regulations : means, at local, regional, national, or supranational level, the applicable treaties, directives, laws, decrees, regulations, instructions, orders, ordinances, and other legislative or regulatory texts, as well as the applicable decisions, orders, injunctions, and instructions from competent authorities (judicial, administrative, or otherwise);
Principal Contact : means the person appointed by each Party, where applicable, to be the sole and privileged point of contact for the other Party in monitoring the performance of the services, in order to ensure good communication between the Parties.
Service Provider : means the company performing the Services, namely the company TOMORROW FOOD.
Parties : means the Client, on the one hand, and the Service Provider, on the other hand.
Site : means the place where the Services are performed.

ARTICLE 3 – PURPOSE OF THE CONTRACT

The purpose of this Contract is to define the technical, legal, and financial conditions under which the Service Provider will perform the Services detailed in the Quote.

ARTICLE 4 – EXCLUSIVITY

For the proper performance of the Services, the Client grants the Service Provider exclusivity for the mission specified in the Quote.

To this end, the Client undertakes not to enter into any commitment or agreement, solicit, initiate or accept any offer or, more generally, engage in any discussion or negotiation relating to the Services, in any form or of any kind whatsoever.

ARTICLE 5 - OBLIGATIONS OF THE PARTIES

5.1 Client's Obligations

The Client agrees to:

To provide the Service Provider with all necessary information and decision-making elements for the completion of the Services;
To communicate to the Service Provider, without undue delay, all legal acts, documents, data, and other elements in its possession that may be reasonably required for the performance of the Services, and whose accuracy it guarantees;
To ensure that the documents and requirements submitted contain a clear, consistent, precise, and exhaustive definition of the needs for the proper performance of the Services. The Service Provider shall have the right to conduct, where applicable, any additional audits or analyses deemed essential for the execution of the Contract, with the Client's prior and express agreement;
To respond to the Service Provider's questions and requests for information within reasonable timeframes;
To inform the Service Provider of any event likely to affect the performance of the Services;
Not to carry out or undertake any action whose purpose or effect is to prevent, restrict, delay, or more generally, affect the performance of the Services;
To put the Service Provider in contact with any relevant person within its staff, or any other third party it has mandated, for the performance of the Services;
To grant the Service Provider's personnel (and any other person the latter deems useful) free access to the Site subject to the Services during opening hours, and to provide said persons with all means likely to facilitate their work, with said persons being required to comply with all provisions enacted by the Client regarding access and movement within the premises, hygiene and safety, and confidentiality;
Not to assign the Service Provider's personnel to tasks other than those stipulated in the Contract.

5.2 Obligations of the SERVICE PROVIDER

The Service Provider undertakes to perform or have performed the Services in accordance with the Contract, Laws and regulations, and the best practices of its profession.

The Service Provider shall exercise all necessary care and diligence in performing the Services, and shall deploy all skills and resources that characterize its expertise.

It undertakes not to harm, in any way whatsoever, the Client's values or its brand image.

In its capacity as a professional, the Service Provider is subject to a general duty to inform and advise, both during and after the performance of the Services. In this regard, it notably undertakes to:

To inform the Client of any changes in applicable Laws and regulations and any developments thereof, with respect to the entrusted Services, that may affect their proper performance;
To request any information or data it deems necessary for the performance of the Services;
To propose, where applicable, any improvements it deems desirable in the performance of the Services, the implementation of which shall in any event remain subject to the Client's prior, express, and written agreement;
To take all measures, with the Client's agreement, to remedy any deficiencies identified in the performance of the Services;

The Service Provider undertakes a best efforts obligation.

ARTICLE 6 – PERFORMANCE OF SERVICES

6.1

For the performance of its obligations, the Service Provider shall implement all necessary means and shall be responsible for procuring them. It guarantees the implementation and observance of a code of ethics by its personnel and itself.

The Service Provider undertakes to strictly adhere to the Client's instructions. It also undertakes to preserve and respect the Site where it may operate, if applicable, as well as any equipment that may be entrusted to it.

6.2

The Service Provider shall solely and freely determine the tools, methods, means, as well as the technical and human resources necessary for the performance of the Services. It shall bear all costs and obligations arising from the Contract, including, but not limited to, administrative, accounting, and social management, as well as the supervision of its personnel assigned to the performance of the Services, whose competence, qualification, and experience for said performance it guarantees.

In this regard, the Service Provider declares and warrants that it is affiliated with all relevant social and tax organizations and registered with all organizations and/or administrations, so that its tax, administrative, and social obligations are fully met.

The Service Provider's personnel shall remain, under all circumstances, under its responsibility and its hierarchical and disciplinary authority. The Service Provider undertakes to be solely responsible for the employment contracts it may have entered into with its personnel.

ARTICLE 7 – FORMALITIES

The Service Provider undertakes to provide the Client, upon its first request (in accordance with the provisions of Article 8222-1 of the Labor Code), all of the following documents:

1. An extract from the commercial and companies register (K-bis extract) or an identification card proving registration in the trade directory;

2. A certificate of social security declarations and payment issued by the social protection organization responsible for collecting social security contributions due by the co-contractor, dated less than six (6) months ago;

3. A sworn statement from the co-contractor regarding the filing with the tax authorities, as of the date of the statement, of all mandatory tax declarations;

4. A sworn statement issued by the co-contractor certifying that the Services are performed by employees regularly employed in accordance with the Labor Code (articles L. 1221-10, L. 3243-2 or R. 3243-1), and more specifically with regard to the provisions applicable to combating undeclared work;

5. A sworn statement certifying, if the Service Provider intends to use foreign national employees for the performance of the Contract, that these employees are or will be authorized to work in France or within the European Union, as well as the list of employees.

ARTICLE 8 – SERVICE MONITORING

Each Party shall designate a main point of contact who will be responsible for monitoring the performance of the Contract, and for relations and coordination with the other Party.

Each Party may substitute its representatives, provided it informs the other Party.

ARTICLE 9 – TERM

The term of the Contract is specified in the Quote.

The Contract is not subject to automatic renewal. Upon its expiration, it will automatically terminate.

ARTICLE 10 – TERMINATION

In the event of non-compliance or breach by either Party of its contractual obligations, the Contract shall be terminated automatically, without compensation, after the expiration of a seventy-two (72) hour period following the sending of an unsuccessful formal notice by registered letter with acknowledgment of receipt, and this, without prejudice to any damages and interest that the Party initiating the termination may claim due to such non-performance and termination.

ARTICLE 11 – PRICES AND PAYMENT TERMS

11.1

‍Prices are indicated in euros and are exclusive of tax, as specified in the Quote; VAT will apply in addition at the current rate. Prices are firm and non-revisable.

11.2

A down payment, if applicable and stipulated in the Quote, representing all or part of the order, will be paid upon signing the Quote.

11.3

The balance of the price will be paid within the period specified in the Quote.

ARTICLE 12 – INVOICING

12.1

The Service Provider's invoice will be payable by bank transfer within the period agreed upon in the Quote.

12.2

The invoice will be issued in the Client's name and sent directly to them. If applicable, a copy of the invoice will be sent to the Client's representative.

It must include, in addition to the mandatory information, its issue date and the Client's name.

12.3

In the event of non-payment by the due date, and after a prior formal notice sent by registered letter with acknowledgment of receipt has remained without effect for fifteen (15) days, the Service Provider may demand payment of late penalties amounting to three (3) times the legal interest rate in force per day of delay. These interests will be calculated on the unpaid amount, starting from the day following the expiration of the payment deadline until effective payment. The Client shall also be liable to pay, as of right, to the Service Provider, a fixed compensation of forty euros (40 €) for recovery costs.

12.4 Expenses and Disbursements

In addition to the remuneration, all expenses, fees, disbursements, and costs incurred for the performance of the Services shall be borne exclusively by the Client.

The Service Provider agrees, if necessary, to allow the Client to benefit from its partner network and undertakes to apply its "procurement" procedures in the Client's interest whenever possible and necessary.

The Service Provider undertakes to have all expenses pre-approved by the Client.

The Client guarantees the Service Provider payment of all invoices by the agreed due dates or, where applicable, provides all instructions for payment by the Service Provider in the name and on behalf of the Client.

Under no circumstances shall the Service Provider make any advance payment. The Client shall ensure that the amounts held by the Service Provider in the name and on behalf of the Client are sufficient.

Professional expenses that may be incurred for travel and accommodation shall be re-invoiced on a euro-for-euro basis in addition to the remuneration.

ARTICLE 13 – LIABILITY AND INSURANCE

13.1 Liabilities

The Service Provider declares that it possesses all necessary skills for the execution of the Services. It undertakes to perform the Services in accordance with industry standards and applicable regulations.

The Services shall be performed under the sole direction, control, and responsibility of the Service Provider, who shall be liable to the Client only for immediate and direct damages suffered by the latter, resulting from the performance of the Services, to the exclusion of indirect or incidental losses, damages, and costs.

The Service Provider shall not be held responsible for the consequences of the Client's failure to take into account recommendations or observations communicated to it.

13.2 Insurance

The Service Provider declares and acknowledges having taken out, with a notoriously solvent insurance company, a civil liability insurance contract covering all Services, guaranteeing the financial consequences of liabilities that may fall upon it, due to its activities, its employees or its subcontractors, for immediate and direct damages caused to the Client, for sufficient guarantee amounts within the framework of the execution of the Contract.

The Service Provider undertakes to keep the insurance contracts stipulated above in effect throughout the duration of the Contract. It undertakes to provide proof thereof upon the Client's first request.

The Client certifies that it has taken out an insurance policy to cover all damages and losses it may cause to the Service Provider and its personnel in the course of performing the Services. The Client shall ensure and maintain in force its insurance contract with a notoriously solvent insurance company for all financial consequences of its liability.

Each Party shall be obliged to inform the other Party of any modification relating to the insurance contracts stipulated above, including termination or change of company, within eight (8) days following the event.

ARTICLE 14 – CONFIDENTIALITY

Each Party guarantees the strict confidentiality of various information or documents that may come to its knowledge or that of its personnel during the negotiation, conclusion, and/or execution of the Contract, whether concerning organization, commercial policy, or any other information, and the Contract itself, and undertakes not to communicate, disclose, or reveal them to third parties, regardless of their content. The Service Provider undertakes to ensure that its personnel and subcontractors comply with this confidentiality obligation. TOMORROW FOOD undertakes to keep confidential all data collected from the Client during the execution of the Contract and is prohibited from disclosing said data to its sister companies and/or its parent company.

All transmitted information shall remain the property of the disclosing Party and must be returned to it immediately upon request and, at the latest, upon the expiration or termination date of the Contract.

Each Party may disclose, under the strictest confidentiality, the Contract and related information and documents to its insurance broker, auditors, tax and social security authorities in the event of an audit, and to their respective parent companies, or when disclosure of the Contract is necessary to enable the exercise or prove the existence of rights under the Contract.

The Parties are bound by this confidentiality obligation, which covers the duration of the Contract and shall persist for five (5) years after its expiration.

If either Party becomes aware of a violation of this provision, it shall take the necessary disciplinary measures against its employees and inform the other Party as soon as possible.

Notwithstanding the foregoing, this confidentiality obligation does not apply to information which, without fault or omission by either Party, (i) is known to the Parties and which they can prove they became aware of independently or through a third party, or (ii) has fallen into the public domain.

ARTICLE 15 – INTELLECTUAL PROPERTY - PUBLICITY

15.1

The documentation, deliverables, contracts/templates, methodology, know-how, and techniques produced and exchanged in the context of performing the Services shall remain the exclusive property of the Service Provider. Consequently, they may not be used, presented, or reproduced by or for the benefit of third parties without the Service Provider's prior written consent.

In the event that the Client makes available data and tools to which intellectual property rights held by third parties are attached, in the context of performing the Services, it shall grant the Service Provider a non-exclusive right of use.

15.2

Any use or reproduction of the Service Provider's company name, trade name, trade names, trademarks, and logos, in any context and on any medium whatsoever, is subject to the Service Provider's prior, express, and written consent.

For its part, the Client expressly authorizes the Service Provider to refer to its role and the scope of the Services on its internal or external communication materials, provided that no reference is made to any confidential information.

15.3 In the event of content created by the Service Provider for the benefit of the Client:

At the Client's request, the Service Provider shall assign to the Client, who shall have exclusive disposal thereof, and without formality, all economic intellectual property rights over the deliverables (hereinafter the "Creations") that will be created and transmitted to the Client.

Thus, the rights of exploitation, reproduction, public performance/display, publishing, commercialization, and translation shall be transferred to the Client for the entire duration of intellectual property rights protection, by any process whatsoever, known or unknown to date, and notably through all current and future communication networks, and on any medium, in any format.

The right of reproduction notably includes the right to fix, reproduce, have reproduced, and distribute, by all means and on all present and future media, including physical, digital, tangible, or intangible, the Service Provider's Creations. This includes the right to exploit the Creations in all forms and on all media, through all commercial and advertising channels, as well as via any electronic communication network.

The right of public performance/display notably includes the right to perform or have the Creations performed on the Internet and on any type of online network, particularly on social networks and any other online communication tool.

The right of adaptation includes, but is not limited to, color, typography, graphics, text, and format, and notably includes the right to add any graphic element or distinctive sign, or any other element, to the Creations, and the right to alter and reframe the Creations. Only serious and proven harm to the Agency's reputation and/or honor could challenge the application of these provisions relating to the right of adaptation.

The aforementioned rights are assigned worldwide, for the entire duration of protection of the Creations and their constituent elements for the legal duration of copyright protection, both in France and abroad, including for any legal extension, regardless of its duration.

The financial consideration for the assignment of the aforementioned rights is included in the price stated in the Agreement and paid by the Client to the Service Provider.

ARTICLE 16 – ASSIGNMENT AND SUBCONTRACTING

16 .1

The Service Provider may at any time assign, transfer, contribute, or convey, whether for free or for consideration, in any form and for any reason whatsoever, all or part of its rights and obligations arising from the Agreement, without the Service Provider's prior, express, and written consent.

16.2

The Service Provider may, without this constituting a transfer of its obligations under the Contract, engage one or more subcontractors for the performance of all or part of the Services. These subcontractors shall be chosen by the Service Provider and shall remain under its responsibility.

The Service Provider shall solely decide on the choice of subcontractors, the scope of their involvement, their assignments, and the schedule for the performance of their services.

Subcontractors' personnel shall not receive any instructions from the Client.

ARTICLE 17 – FORCE MAJEURE

The Parties shall not be held liable for the partial or total non-performance of their obligations if such non-performance is due to a force majeure event, as defined in Article 1218 of the Civil Code, it being understood that each Party undertakes to limit the detrimental consequences for the other Party to the maximum extent possible.

The Party affected by a force majeure event shall notify the other Party in writing, no later than five (5) days following the occurrence of the event, by registered letter with acknowledgment of receipt, and shall provide all necessary information in this regard, as well as the measures taken to remedy it.

If the suspension of the Services caused by the force majeure event exceeds fifteen (15) days, the Parties shall meet to mutually agree on the terms for continuing the ongoing Services and the measures to be taken.

The Parties shall use their best efforts to mitigate the effects of any Force Majeure event and cooperate to develop and implement a reasonable alternative plan and/or measures aimed at ending the event constituting the Force Majeure.

Beyond a period of sixty (60) days of interruption due to force majeure, either Party may terminate the Contract by registered letter with acknowledgment of receipt sent to the other Party. In such a case, the Contract shall cease to have effect, but without prejudice to the exercise of any right or claim arising before or as a result of such termination in accordance with the Contract.

ARTICLE 18 – COMPLIANCE AND ETHICS – PERSONAL DATA

18.1

By express agreement between the Parties, an Ethical Code of Conduct for Business and Partners is attached as an appendix to the Contract, which the Parties undertake to comply with in all its provisions for the entire duration of the contractual relationship.

It specifies, in particular, the commitments made in terms of ethics, in application of Law No. 2016-1691 of December 9, 2016, relating to transparency, the fight against corruption, and the modernization of economic life (known as "Sapin II").

18.2

The Parties undertake to comply in all circumstances with all applicable laws and regulations relating to the protection of personal data, as well as Regulation (EU) 2016-679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

ARTICLE 19 – PRIOR AGREEMENTS

The Contract, including its appendices, constitutes the entire agreement and understanding between the Parties. It supersedes and cancels all stipulations contained in any other document whatsoever that may have been entered into between the Parties prior to the signing of the Contract and relating to its subject matter.

Any modification to the Contract shall be subject to an amendment signed by the Parties.

ARTICLE 20 – CONTRACTUAL DOCUMENTS

The Contract consists of the following contractual documents, presented in descending order of legal precedence:

1.1 The Contract (comprising the Quote and the General Terms and Conditions) and its possible amendments;

1.2 The Annexes to the Contract, where applicable.

In the event of a contradiction between one or more provisions appearing in any of the above documents, the higher-ranking document shall prevail. It is specified that the Quote shall prevail over the General Terms and Conditions in case of contradiction.

The Parties agree to set aside their respective general terms and conditions in view of the signing of the Contract. Thus, the general terms and conditions of the Service Provider or the Client, whether appearing on quotes, correspondence, or invoices, are expressly excluded in favor of these General Terms and Conditions, and cannot override any of the stipulations of the Contract resulting from the negotiation of the Parties.

ARTICLE 21 – INDEPENDENCE OF THE PARTIES

As the Contract is concluded between distinct legal entities, the Parties remain independent contracting parties, and the resulting collaboration shall not imply any confusion between them nor the creation of any partnership or company, each Party solely assuming, at its own risk, its own obligations as well as the consequences of its activity and operations, without being able to claim, in particular, to pass on its own potential losses related to the execution of the Contract to the other Party.

It is expressly agreed that each Party acts exclusively in its own name and on its own behalf, independently and without subordination. Consequently, each Party is prohibited, except with express written authorization, from representing the other in any manner whatsoever.

The personnel of each Party assigned to the execution of the Contract shall, under all circumstances, remain under the exclusive authority, direction, and supervision of their employer. They shall in no way be considered as personnel of the other Party.

ARTICLE 22 – MISCELLANEOUS PROVISIONS

22.1

The failure of either Party to demand the full application of certain clauses and/or obligations of the Contract shall not imply any tacit acceptance of said Contract with respect to said clauses and/or obligations which, in the absence of a written waiver, remain fully binding and applicable.

22.2

The nullity or unenforceability under law of any condition of the Contract shall not affect the validity, enforceability, effectiveness, or executory nature of the other conditions of the Contract.

The Parties hereby agree, in such an event, to consult with each other and make every effort to incorporate into the Contract a new clause re-establishing the common intent of the Parties as expressed in the initial drafting, in compliance with applicable Laws and regulations.

ARTICLE 23 – CHOICE OF DOMICILE - JURISDICTION

The Contract is governed by French law.

In the event of a dispute relating to the validity, interpretation, execution, termination, and/or consequences of the Contract, the Parties shall endeavor to cooperate in good faith to find an amicable solution.

Should an amicable resolution of the dispute prove impossible, the Parties agree to submit it to a mediation procedure. The mediation body shall be chosen by mutual agreement between the Parties, and the costs inherent to the procedure shall be shared equally between them; however, each Party shall bear its own costs and fees for advisors and lawyers.

During the mediation period and/or in the event of its failure, the Parties shall retain the right to refer the matter to the Courts. The dispute shall then be submitted to the competent jurisdiction of the Client's registered office.

For the execution of this Agreement and its consequences, the Parties elect domicile at their respective registered offices.