Terms & Conditions

1. Scope - Enforceability

Supplier’s acceptance of any order for products and/or services issued by Agency implies the acceptance without reservation of these general terms and conditions of purchase and, where applicable, the special terms and conditions agreed between the parties expressly stipulated on Agency’s purchase order. Any clause to the contrary in whole or in part contained in the general terms and conditions of sale or any other document issued by Supplier shall be unenforceable against Agency, except with the prior, express and written agreement of Agency. Where

applicable, these general terms and conditions of purchase do not derogate from the framework agreements concluded between Supplier and Agency or another company of the Omnicom Group whose the present order is an application. The fact that Agency does not invoke against Supplier any of the clauses of these general terms and conditions does not constitute a tacit waiver of the benefit of said clauses.

2. Purchase Order

2.1. All orders must be the subject of a purchase order from Agency sent to Supplier. Supplier undertakes not to start a service without a purchase order from Agency.

2.2. The order shall be deemed accepted by Supplier under the terms of the purchase order and these general terms and conditions in the absence of reservations notified in writing to Agency within 48 hours after receipt of the purchase order or upon formal acceptance in writing of said reservations by Agency. Any commencement of execution of an order shall constitute acceptance of the order and these general terms and conditions. It is only the accepted purchase order, the present general terms and conditions and, where applicable, the special terms and

conditions agreed between the parties or the applicable framework agreements, that contractually bind Supplier and Agency with regard to the order referred to in said purchase order.

2.3. The purchase order number must be mentioned on the delivery notes.

2.4. Any change to an order must be the subject of a new purchase order issued by Agency.

3. Relations between Agency and Supplier

3.1. Any affectio societatis is excluded between Agency and Supplier. Their relations are exclusive of any relationship of subordination, with Supplier being free to organise its business as it sees fit. Supplier is not authorised to enter into any commitment with regard to third parties in the name and/or on behalf of Agency, for any reason or for any purpose whatsoever. It will therefore ensure that there is no confusion in this

respect in its dealings with third parties, in particular clients, prospects and other suppliers of Agency.

3.2. If Supplier acts as a freelance, Agency reserves the right to provide it with business cards and/or an email address in Agency’s name in order to facilitate the provision of its services for Agency’s needs. In this case, Supplier shall refrain from making any use thereof outside the scope of its sole mission for Agency.

3.3. No exclusivity is granted to Supplier.

3.4. Supplier guarantees the lawfulness of its situation with regard to the applicable regulations, in particular the regulations in force in social matters, and compliance with the ethical principles referred to below.

Consequently, it undertakes to provide Agency, on first request, with all documents for which disclosure is required by regulations, in particular the social regulations, in the forms, conditions and deadlines provided for. To

this end, Supplier is required to register with the e-attestation.com platform (or any other equivalent service provider indicated to it by Agency) and to regularly and in good time update the documents required on this platform (www. e-attestation.com) and, where applicable, to comply as soon as possible with requests for corrections or updates in accordance with the regulations in force and any future legislative and regulatory changes

governing the matter. Any inaccuracy of the documents and information transmitted or failure to

transmit or update these documents may result in orders in progress being terminated due to the fault of Supplier after formal notice by electronic means has remained without effect. Supplier undertakes to require and

verify the tax and social security certificates of any person working on its behalf. It also undertakes to obtain the same documents from its own suppliers and subcontractors.

3.5. Supplier shall inform Agency if its turnover with Agency exceeds 20% of its total turnover.

4. Supplier Obligations

4.1. Supplier undertakes to strictly comply with the requirements of the Purchase Order (particularly with regard to deadlines, specifications, quantities, terms of performance of the services, technical constraints, delivery address, transmission method, etc.), any appendices (brief, statement of work, specifications, QAP, SLA, etc.) and, where applicable, the non-contradictory provisions of its commercial proposal. It is subject to an obligation of result in this respect.

4.2. Unless otherwise agreed by the parties, the documents relating to the delivered products, in particular the technical documentation, must be written in French.

4.3. In the event that Agency gives Supplier access to its premises for the purposes of providing its services, Supplier undertakes to comply with the internal regulations of said premises and in particular the access times and health and safety instructions in force. The individual appointed by Supplier to perform services on Agency’s sites shall remain under the exclusive subordination of Supplier, who is solely authorised to give orders and to check the work performed by its employees. Supplier shall provide Agency with the identities of all members of its staff who will be required to work on Agency sites so that Agency can put in place the necessary access authorisations. For security reasons, no person not previously declared by the Supplier may have access to Agency’s premises and/or equipment.

4.4. Supplier shall refrain from subcontracting all or part of the services ordered without the express, prior and written agreement of Agency. In all cases, Supplier remains exclusively and fully liable to Agency for the provision of said services by such subcontractor in accordance with Agency’s purchase order and all the provisions of these general terms and conditions (in particular those relating to the protection of personal data, intellectual property rights and compliance with Agency’s ethical policies) and, where applicable, the special terms and conditions or framework agreements agreed between Agency and Supplier.

4.5. Supplier shall not assign nor transfer to a third party all or part of its rights and obligations under an order without the prior written consent of Agency.

4.6. All goods and documents delivered, entrusted or communicated to Supplier at the time of the order, regardless of the nature, form and medium (including film, photographs, special tools, etc.), shall remain the sole property of Agency or its client. Supplier shall have custody thereof and shall therefore be liable, where applicable, for their loss or deterioration until they are returned to Agency. Supplier is thus responsible for maintaining sufficient insurance coverage in force. It also undertakes not to retain them for any reason whatsoever and must return them to Agency on first request or at the latest on delivery of the order, without keeping copies or other reproductions, even partial ones.

5. Information systems security

5.1. In order to ensure the integrity, confidentiality and availability of Agency’s data (including the confidential data of its clients or the personal data of customers or employees) that may be entrusted to it, Supplier undertakes to implement an appropriate information security programme to protect the integrity of such data. Where applicable, depending on the subject of the order or the content of the service expected from Supplier, Agency may specify, in writing, to Supplier the measures that said security program must include to offer the required

security of the data entrusted to it by Agency. Compliance with these measures will then be an essential and decisive condition for Agency, the non-compliance with which may justify the termination of the order

and/or the commercial relationship with Supplier.

5.2. In the event that Agency provides Supplier with goods, equipment or gives it access to its information systems for the purposes of providing its services, Supplier undertakes to use it only for the purposes of its mission to the exclusion of any other use, whether professional or private, and to comply with all security measures, policies, standards and procedures put in place on Agency’s premises and brought to the attention of Supplier, who may be required to conduct the training sessions provided for by these policies. Compliance with these measures is an essential and decisive condition for Agency, non-compliance with which may justify the immediate return of the entrusted goods and/or the closure of access, or the immediate termination, without compensation, of the order and/or the commercial relationship with Supplier.

6. Delivery - Acceptance - Liability - Guarantees

6.1. As an experienced professional, Supplier alone shall assume complete responsibility for the proper execution of the order in accordance with the needs of Agency, the rules of the art and the applicable regulations. Supplier guarantees that the products delivered and the supplies and materials used to fulfil the order are free from any material, operating or assembly defects, that they comply in all respects with the legal and regulatory requirements, particularly in terms of environmental law in terms of quality, composition, presentation, safety standards, and in general, are free from any apparent or hidden defects.

6.2. The delivery times mentioned in the purchase order are mandatory and bind Supplier as part of an obligation of result. Any order that is not executed and delivered within the stipulated deadlines or that is delivered in part may be refused and returned to Supplier at its expense, without prejudice to any damages that may be required to

compensate for the loss suffered by Agency. If deadlines are exceeded and except in cases of force majeure,

Supplier shall be liable for late penalties equal to 1% of the amount of the order excluding tax per working day of delay, capped at 20% of the said amount, without prejudice to any damages or Agency’s right to terminate the corresponding order. This late penalty may nevertheless amount to the maximum of the late penalties imposed on Agency by its client for any late delivery due to Supplier, once the amount of these penalties has been  communicated to Supplier. These penalties are due with no need for formal notice and shall be paid in the form of a credit note.

6.3. All orders must be delivered to the address indicated by Agency on the purchase order. Failure to comply with this clause may result in a refusal to accept the goods and Supplier’s obligation to deliver them to a new address, all costs being borne by Supplier, including, where applicable, the harmful consequences of the delay in delivery.

6.4. Ownership of the goods ordered shall be transferred to Agency upon the delivery and unreserved acceptance of said goods by Agency. Acceptance of the order by Supplier implies waiver by the latter of any claim of ownership. The transmission to a third party or the online posting by Agency of the elements produced by Supplier does not constitute receipt of the corresponding services. For IT services, any tacit acceptance is expressly excluded, notwithstanding the use of the deliverable.

6.5. The transfer of risks takes place on delivery to the place indicated by Agency. Supplier assumes full responsibility for transporting the goods to the indicated place of delivery and shall be responsible for damage, missing items and damage resulting from inadequate or insufficient packaging. 

6.6. The unreserved signature of the transport documents does not constitute acceptance of the delivered products. Agency has a period of 30 days from delivery to examine the products and to challenge their compliance if necessary.

6.7. Any delivery that does not comply with the specifications of the order may be refused by Agency, which reserves the right to cancel the sale and return the order to Supplier at its expense, or to request Supplier to

remedy the non-compliance as soon as possible. Supplier must then diligently, fully and at its own expense remedy any defect in the goods and/or any malfunction of the services. It must also repair the harmful consequences that these defects and malfunctions cause for Agency and its clients. Should Supplier prove to be unable to ensure the correct execution of the order within the required time, Agency reserves the right to have the necessary work carried out by a third party, at Supplier’s expense and without prejudice to the application of the termination clause.

6.8. In the event of partial receipt of the order, Supplier’s invoice will only be paid up to the value of the goods and/or services accepted.

6.9. Supplier shall be liable for any damage that may be caused to Agency, to Agency’s client or to third parties as a result of non-compliance with any of the provisions of these general terms and conditions of purchase, of the purchase order or of non-compliance with professional standards and/or applicable regulations.

7. Invoicing and payment

7.1. The prices mentioned on the purchase order are firm and final, i.e. non-revisable according to the variation in economic conditions. Unless otherwise indicated, they cover all costs and duties that Supplier may incur for the performance of the order (packaging, transport, customs clearance, unloading, insurance, taxes and duties, etc.).

7.2. The invoice is drawn up by Supplier after delivery and includes all the mandatory legal notices as well as the order number. It must be sent by email to the address indicated by Agency on the purchase order. Each invoice corresponds solely to the purchase order(s) it mentions. The amount of the invoice cannot exceed the amount of the purchase order. Non-compliant invoices shall not be taken into account. Only the quantities actually delivered and the services actually rendered may be invoiced.

7.3. If Supplier is covered by the social security scheme for artists-authors, the invoice must mention its social security number and its membership number for these organisations and be accompanied by a certificate from them concerning the withholding of social security contributions, as well as a certificate of provision of a social declaration issued by the social protection body responsible for collection unless these

certificates have already been provided to Agency in accordance with Article 3.4. above. The invoice must also mention that this is an assignment of rights. If Supplier falls under the audio-visual performers’ regime, the invoice must mention that these are neighbouring rights for the part of its remuneration

exceeding the salary part.

7.4. Supplier's invoices are paid by bank transfer 45 days end of month. Unless otherwise stipulated in the order, no down payment shall be made on the order.

7.5. Supplier authorises Agency to offset against these invoices any sum owed to it by Supplier, for any reason whatsoever.

7.6. In the event of late payment, penalties are payable at a rate equal to three times the legal interest rate in force, in accordance with Article L.441-10 of the French Commercial Code.

8. Intellectual property rights – Personality rights – Other private rights

8.1. When the provision of services includes the creation of works that may be protected under intellectual property laws, personality rights or other private rights (hereinafter the “Creations”), Supplier shall exclusively assign all rights of use relating to the Creations, and transferable to Agency, as and when they are created, for the entire world, on all media currently known or unknown and regardless of the media used, for the legal term of protection of intellectual property as set by applicable French and foreign laws and any extensions thereof, for any purpose and any use of internal or external communication. The financial consideration for this assignment is included in the price of the products or services.

8.2. If the order involves the use of the image or another attribute of the personality of a third party, Supplier undertakes to obtain the necessary authorisations under the same conditions, particularly in terms of duration, as those provided for in Article 8.1 above for intellectual property rights and to transfer them to Agency at the same time as the delivery of the order. Unless otherwise stipulated on the purchase order, the financial consideration for these authorisations included in the price of the products or services.

8.3. As a general rule, Supplier must ensure the assignment to Agency (or its client) of all private rights  intellectual property rights, personality rights, property rights, etc.) attached to the services or products ordered

and necessary for their use by Agency (or its client) under the same conditions as those provided for in this article for intellectual property rights. Supplier declares to have full, entire and exclusive ownership of all the rights assigned and, where applicable, to have previously acquired all rights and/or obtained all authorisations from third parties necessary for the exploitation of the rights assigned above. Supplier therefore guarantees Agency peaceful use of the rights thus assigned against any disturbances, claims and evictions whatsoever and shall hold it harmless

against the consequences of any third-party claim or action based on an infringement of their rights due to the use of these rights or the object of the order. Where applicable, this guarantee remains attached to the rights

assigned in the event of transfer to a third party.

8.4. Supplier guarantees that its work is original and that it is the sole owner thereof. Supplier further agrees to notify Agency immediately in writing of any obvious similarities that may arise between Supplier’s work and that of a third party. Similarly, Supplier undertakes not to provide or make available to a third party work that would be similar to that which is the subject of the order placed by Agency. Supplier shall inform Agency of

any project to incorporate into the Creations elements resulting from the use of Artificial Intelligence tools and of any restrictions of use in relation thereto.

8.5. The material ownership of the media, included in the price of the products or services, is transferred to Agency upon delivery.

8.6. The following are assigned, unless otherwise stipulated in the purchase order: - the right to reproduce all or part of the Creations on any physical or digital medium (including but not limited to posters, prospectuses, POS advertising, packaging, merchandising, press, mailing, e-mailing, DVD, hard disk, cloud), with no limit on quantity.

- the right to represent the Creations in whole or in part by any media and means of communication (including but not limited to electronic communication networks including social networks, mobile networks, TV, satellite, cable, VOD, replay, cinema, exhibition, event), by streaming and/or downloading. - the right to adapt, modify and translate the Creations in whole or in part into all languages and all formats. - the right to market the Creations in the case of software, it being understood that Supplier undertakes to provide Agency with all source code and related documentation.

8.7. Agency reserves the right to exploit the rights assigned in whole or in part and to assign them to its client or to any third party of its choice. Should specific remuneration be provided for the assignment of intellectual property or personality rights, such remuneration shall only be due in the event of actual use by Agency or its client, in each of the methods of use and the countries provided for. Under these conditions, any sum unduly received by Supplier shall be reimbursed to Agency on first request. 

8.8. Under its moral right, Supplier authorises all planned uses and acknowledges that the advertising exploitation of the Creations does not allow the exercise of the right to paternity. Where applicable, it guarantees the obtaining of such authorisation and such recognition by the (co- author(s) of the Creations).

8.9. Supplier shall not mention Agency and/or its clients as a commercial

reference. It shall also not reproduce or represent the Creations for the purpose of demonstrating or promoting its activities, without the prior written authorisation of Agency. These commitments shall remain in force after the termination, for any reason whatsoever, of the relations between

 

Agency and Supplier.

8.10. Should Agency grant Supplier access to its databases (or to its clients’ databases), the latter expressly acknowledges that such access shall not grant it any right to these databases or to the data they contain, even if it has contributed to their collection or enrichment of the databases. In any event, it shall not extract any data, except with the prior written consent of Agency.

8.11. In the absence of an express request and unless required by law, any work and/or creation carried out by Supplier shall appear without indication of the identity of Supplier, the latter being presumed to have wished to remain anonymous. In any event, when an express request is issued by Supplier, this request may be refused when, as a result of technical requirements or material impossibility, it is impossible to affix the said signature, particularly in television films, or if this request is refused by Agency’s client.

8.12. The assignment of the aforementioned rights also includes the assignment of the original. The transfer of ownership of the object of the order will take place upon its delivery. 8.13. Where applicable, Supplier authorises Agency to record its image and voice as well as those of its persoonel and any subcontractors present on the premises of the operations entrusted to Agency by its clients and for the performance of which Agency has contracted Supplier and, where applicable, to use such recording worldwide and for a period of fifteen years, in whole or in part, on all media, by all methods and processes known and unknown to date, in all formats and for promotional or commercial purposes. Supplier guarantees that such authorisation is obtained from said personnel.

8.14. Supplier guarantees and undertakes to fully compensate Agency for all the financial consequences resulting from a claim or action brought by a third party (including its client), provided that they are based on breaches of the aforementioned obligations, for any damage or loss caused by Supplier, any person acting on its behalf or any thing in its custody, in the context of the execution of the order.

9. Insurance

Supplier represents and warrants that it has subscribed (or undertakes to subscribe), with a company known to be solvent, any insurance policy covering the financial consequences of its civil liability for any damage, material or immaterial, direct and indirect, consequential or otherwise, caused to persons and/or property caused by its ctions, that of its agents, or due to the things in its custody, of a sufficient level of cover. It undertakes to prove this at Agency’s first request, as well as the payment of the corresponding premiums, in particular by providing a certificate issued by the insurance company, indicating the nature, guarantees and excesses of the insurance for its period of validity. The indication of the amounts covered in the insurance policy shall not constitute a limitation of Supplier’s liability.

10. Confidentiality – Loyalty

10.1. Supplier undertakes to keep strictly confidential with regard to third parties the conditions of its intervention as well as the information of any kind to which it has had access as part of its relations with Agency in particular and without limitation relating to its organisation, its directors, its business methods, its projects, its clients, etc.. Supplier guarantees compliance with the same commitment by its employees and any subcontractors.

10.2. All information and/or documents, regardless of their nature, form and medium, that may be brought to the attention of Supplier or entrusted to the latter within the framework of the order as well as the order itself, are

strictly confidential. Supplier undertakes to take all measures to protect this confidentiality and to keep them under its full responsibility. No reproduction, communication or disclosure shall be made without Agency’s prior express written authorisation. In particular, Supplier undertakes to grant access to these documents only to those persons in charge of fulfilling the order and authorised to use them - these persons must be required to comply with this confidentiality undertaking of Supplier - to protect the integrity of the information and to take all reasonable measures with a view to preventing and protecting against theft, copies or reproductions or any

unauthorised uses, disclosures or dissemination, to ensure compliance with this confidentiality undertaking and to disclaim the information of ownership and confidentiality on all documents and media communicated to it by Agency.

10.3. Supplier shall not issue a negative opinion on Agency or its relations with it to third parties.

10.4. These commitments shall remain in force for a period of five (5) years after the termination, for any reason whatsoever, of the relations between Supplier and Agency. All documents entrusted to Supplier must be returned at Agency’s first request or at the latest at the time of delivery. 

10.5. Given its obligation of confidentiality, Supplier shall not disclose, including by way of reference, its collaboration with Agency, Agency’s clients or the services performed for Agency or its client without Agency’s

prior, express and written agreement. For the duration of the services that are the subject of the order, except with Agency’s prior authorisation, Supplier shall not collaborate directly or indirectly with Agency’s client for whom the order is placed outside the framework of its relations with Agency and/or from collaborating on an offer bid competing with that of Agency in the context of the call for tenders in which Agency participates. It guarantees compliance with the same commitment by its employees involved in its relations with Agency.

11. Protection of personal data

11.1. As part of their business relationship and the fulfilment of the order, Supplier may be required to process personal data on behalf of Agency or its clients, and Agency may process personal data on behalf of Supplier. Supplier and Agency each undertake to comply with French regulations on the protection of personal data, in particular the General Data Protection Regulation (GDPR) of 27 April 2016, the French Data Protection Act of 6 January 1978 as subsequently amended and the recommendations of the CNIL. Supplier and Agency acknowledge that they must determine their respective roles, responsibilities and obligations, as well as describe the processing carried out in an express agreement; in the absence of signature between the parties of a specific agreement on the protection of Personal Data, the parties undertake to comply with the following provisions:

11.1.1. For the performance of the services entrusted to it, Supplier shall be deemed, as required, to be acting as a processor for Agency (if the latter is the Data Controller within the meaning of the GDPR) or as a sub-

processor (if Client is the Data Controller and Agency is its processor).

11.1.2. The parties shall ensure that the description of the services contains the subject matter, duration, nature and purpose of the processing, the type of personal data processed and the categories of data subjects concerned by such data.

11.1.3. Supplier undertakes to process the data only for the purposes specified by Agency, to the exclusion of any other processing, and to comply with the documented instructions of Agency or Client transmitted by Agency.

11.1.4. Supplier guarantees that the persons authorised to process Agency’s personal data, including, where applicable, its subcontractors, are subject to a legally binding confidentiality obligation.

11.1.5. Supplier must take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default.

11.1.6. Supplier undertakes to implement technical and organisational data security measures adapted to the risks associated with data processing and in accordance with the regulations (Art. 32 GDPR) and industry standards, throughout its relations with Agency.

11.1.7. Unless expressly authorised in advance and in writing, Supplier shall not transmit Personal Data to sub-processors.

11.1.8. Supplier shall ensure that no personal data processed for Agency is transferred outside the European Economic Area (“EEA”). If a transfer of personal data outside the EEA is necessary for the provision of the services or products, Supplier must obtain Agency’s express prior agreement. Supplier must also take the necessary measures to ensure that the transfer complies with the applicable regulations and the recommendations of the supervisory authorities. Supplier undertakes to inform Agency of the location of the personal data processing sites.

11.1.9. Supplier must inform Agency: - any alleged breach of the regulations on the protection of Personal Data;

- any legal, administrative or judicial obligation notified to it to transfer the Personal Data to a third party; - of any breach of Personal Data within a maximum period of 24 hours after becoming aware of it, such notification to be accompanied by any useful documentation in order to enable, if necessary, notification of such breach to the competent supervisory authority.

11.1.10. Supplier shall assist Agency in the event of an audit by the competent authority and shall provide any necessary or required documents or information. 

11.1.11. Supplier shall assist Agency and/or its client in responding to requests by data subjects to exercise their rights. In the event of a request, enquiry or complaint sent directly to Supplier, the latter must immediately

inform Agency, as Supplier is not authorised to respond to the persons concerned.

11.1.12. Supplier shall not make any copy or destroy any of the data without Agency’s prior written consent. Upon completion of its assignment, Supplier undertakes to destroy the personal data in its possession, unless requested for return by Agency or the Data Controller, and not to retain any copies.

11.1.13. Supplier shall provide Agency with the necessary documentation required by the regulations to demonstrate compliance with all its contractual and legal obligations and to enable audits and controls to be carried out by Agency and/or the Data Controller, including by any auditor appointed for this purpose, and shall contribute to these audits, including on Supplier’s information systems.

11.1.14. Supplier undertakes to obtain the participation of its subcontractors participating in the services provided to Agency in any audit commissioned by Agency and/or its client.

11.2. Any breach by Supplier of the obligations relating to the Personal Data constitutes a breach of its essential obligations, which may in particular result in the partial or total cancellation of the order for fault, without prejudice for Agency to any other recourse.

11.3. Supplier shall indemnify Agency against any claim, costs, damages, fines, losses, liability and expenses (including legal fees and expenses) suffered by Agency or the persons concerned within the meaning of the

regulations referred to in Article 11.11 above, caused by Supplier, directly or indirectly, as a result of a breach of these regulations.

12. Modification, Cancellation, Termination of the order

12.1. Agency reserves the right to modify all or part of the order entrusted to Supplier during execution. Prior to making the requested changes, Supplier shall draw up an amendment to the estimate in terms of cost and deadlines, which shall be submitted to Agency for approval. In the event of disagreement on the costs and/or on the new deadlines, Agency may cancel the order and directly call on another supplier or perform the services internally.

12.2. In the event of cancellation or suspension by Agency’s client of an operation for any reason whatsoever, including in the event of force majeure, Agency may immediately and automatically terminate the corresponding order. It shall then owe Supplier a sum corresponding to the price of the products delivered and/or services provided to date, or the costs already irrevocably incurred for the start of execution of the 

order (for which it cannot obtain a refund), upon presentation of supporting documents and to the exclusion of any other sum or compensation.

12.3. In the event of a breach by one of the parties of any of its obligations, not remedied within one month of the serving of formal notice sent by the other party, the latter may immediately and automatically terminate the corresponding order, without prejudice to any damages. Should Supplier fail to fulfil the order in accordance with

the purchase order, within 8 days of receipt of a formal notice from Agency notified by registered letter with acknowledgement of receipt, Agency may immediately and automatically terminate the order, at the exclusive fault of Supplier, without further formality and without prejudice to any damages. Failing withdrawal, the date of first presentation by the Post Office shall be used as the date of receipt.

12.4. By way of derogation, in the event of a breach by Supplier of an obligation of result or an obligation of prohibition, Agency may terminate the order immediately and automatically and terminate its relations with

Supplier, without prior formal notice and without prejudice to any damages. In this case, Supplier must return to Agency all sums paid by it in respect of the order in question.

12.5. . Upon termination of its relations with the Agency, for any reason whatsoever, Supplier undertakes to return to it without delay all the elements provided to it in the context of their relations, without retaining

a copy thereof.

13. Force Majeure

13.1. Cases adopted by French law and case law on force majeure constitute and pandemics or epidemics recognised as such by the WHO or the public authorities constitute cases of force majeure.

13.2. The party prevented from performing its obligations must notify the other party as soon as possible of the occurrence of such a case of force majeure by email with acknowledgement of receipt, specifying its nature and foreseeable duration. The same party shall promptly notify the other Party of the cessation of the impediment.

13.3. Should such inability to perform continue for a period of more than one month, or if it is final, the order may be cancelled by either party, by registered letter with acknowledgement of receipt, without this cancellation giving rise to the payment of damages by either party.

13.4. In the event that Agency has paid advance payments to Supplier, these will be returned to Agency.

14. Ethics – Fight against corruption

14.1. Supplier undertakes to comply with the ethical principles set out in Agency’s Code of Conduct to the attention of its commercial partners (available on its website), which comply with international standards and

the regulations applicable to Agency; it is Supplier’s responsibility to ensure that its own suppliers or subcontractors comply with these principles. In particular, Supplier guarantees that the goods or services provided by it or its subcontractors under the order will be provided with employees lawfully employed under social legislation, including in the event that foreign workforce is used, and undertakes to provide Agency with all supporting documents required by the applicable regulations within the stipulated deadlines. Supplier undertakes to inform Agency without delay if it is unable, or if its suppliers and/or subcontractors are unable, to comply with

said principles.

14.2. Supplier undertakes to immediately inform Agency of any situation likely to constitute a conflict of interest of which it becomes aware in order to enable the parties to take all appropriate measures.

14.3. Supplier undertakes to comply with the national or international regulations in force in all countries where it conducts business, in terms of preventing and fighting corruption, influence peddling or money laundering, and to maintain an appropriate procedure and a training system for its staff in this area. Supplier undertakes to declare to

Agency any conviction handed down against it for acts of corruption or influence peddling or money laundering and to inform Agency without delay of any breach of these provisions. Supplier undertakes to make all its suppliers and subcontractors aware of the prevention and fight against corruption, influence peddling or money laundering.

14.4. Supplier shall promptly inform Agency if Supplier or its suppliers and/or subcontractors doing business with foreign nations, organisations or persons subject to international sanctions or restrictions and listed on any of the lists maintained by the Treasury Department of the French Ministry of Economy and Finance and/or the Office of Foreign Assets Control (“OFAC”) or the U.S. Treasury Department or the United Nations Sanctions Committee.

15. Applicable law - Jurisdiction 

The relations between Agency and Supplier are subject to French law, including these general terms and conditions, the order and all related

documents (quotes, invoices, etc.). Any disputes between Agency and Supplier including the validity, interpretation, performance or termination of the order or the termination of their relations shall fall under the jurisdiction of the courts of Agency’s registered office location even in the event of multiple defendants or third-party claims.