General Terms and Conditions of Sale

Article 1. The Parties

The term "Service Provider" refers to the company Alteora, a French simplified joint-stock company (SAS) with share capital of 10,000 euros, registered with the Trade and Companies Register of Antibes under RCS number 993112952, with its registered office located at 1460 Chemin des Terriers, 06600 Antibes, France, and whose legal representative is Houssem BEN MESSAOUD.

The Service Provider is a company specializing in particular in the sale of organic freeze-dried fruits.

The term "Client" refers to any legal entity or individual who has engaged the Service Provider's services.

The term "Third Party" refers to any individual or legal entity that is not a party to these General Terms and Conditions of Sale ("GTC").

Article 2. General Provisions

The purpose of these GTC is to define the rights and obligations of the Parties in connection with the services provided by the Service Provider to the Client as part of its activities.

These General Terms and Conditions of Sale apply to any contract entered into between the Service Provider and the Client for the provision of services (the "Services") as defined in the quote approved by the Client.

The Services may be provided either remotely or at the Client's premises, at the discretion of the Service Provider and the Client.

The GTC are systematically sent or delivered to each Client before any order is placed (the "Order"). Consequently, placing an Order implies the Client's full and unreserved acceptance of these GTC, to the exclusion of any other documents in the Client's possession such as brochures, catalogs, or advertising materials issued by the Service Provider, which are for indicative purposes only and have no contractual value.

In the event of a contradiction between the provisions of the quote and these GTC, the relevant provisions of the quote shall prevail over the GTC.

These GTC fully govern the relationship between the Service Provider and the Client. No general purchasing conditions may prevail or be enforced against the Service Provider by the Client, and no specific conditions communicated by the Client to the Service Provider may prevail over the GTC, unless formally accepted in writing by the Service Provider.

Any reservation regarding the GTC raised by the Client will therefore, absent express acceptance by the Service Provider, be unenforceable against the Service Provider, regardless of when it may have been brought to its attention.

Any provisions deviating from these GTC must result from an express agreement between the Parties, reflected in Orders confirmed by the Service Provider or any other document evidencing the agreement of both Parties.

The fact that the Service Provider does not invoke any provision of these GTC at a given time may not be interpreted as a waiver of its right to invoke such provision at a later time.

The Service Provider reserves the right to modify these GTC, the Services, and the pricing at any time and without prior notice. Such modifications will have no effect on Orders in progress.

These GTC apply only to professionals, to the exclusion of consumers. As such, the Client acknowledges having professional status, in accordance with the applicable provisions of the French Consumer Code.

Article 3. Formation of the Contract

Unless otherwise agreed in the quote, the Contract is deemed formed and takes effect between the Parties on the date the quote is signed by the Client.

No change or modification to the Contract, in particular regarding the characteristics of the Services, will be taken into account unless it has been accepted in writing by the Service Provider.

This provision cannot be replaced by a verbal agreement.

In the absence of specific provisions in the quote, the timeframes for performing the Services are communicated to the Client for informational purposes only. Timeframes for completing the Services are in no way guaranteed by the Service Provider and cannot give rise to liability on its part, nor create an obligation to pay any compensation or late penalty, nor justify cancellation of the Order in question.

Article 4. Obligations of the Parties

Generally speaking, the Client and the Service Provider agree to actively collaborate to ensure the proper performance of the Contract. Each Party undertakes to communicate any difficulties it becomes aware of as the project progresses, to enable the other Party to make the necessary decisions.

The Client agrees to provide accurate and truthful information and also agrees to notify the Service Provider of any change concerning the information, data, or documentation provided.

The Client will be solely responsible for any malfunctions that may result from incorrect information. The Client must maintain a valid email address and postal address.

a) Client Obligations

The Client expressly declares having received from the Service Provider all information and advice necessary for the performance of the Services and waives any right to hold the Service Provider liable in this regard.

To enable the Service Provider to carry out its mission, the Client agrees to:

Work closely with the Service Provider and provide all information, documentation, services, and any resources useful for the performance of the Services, including dedicating the personnel needed for the proper completion of the Services.
Establish a detailed specification document that will not be subject to further modification, except by agreement of the Parties, once it has been approved by the Service Provider. If necessary, the Service Provider may take part in drawing up the specification document jointly with the Client. Where modifications involve a substantial overhaul of the initial specification document, such modifications will be invoiced in addition to the initial quote.
Provide the Service Provider with the quote (dated, signed, and stamped).
Provide all documentary, graphic, and textual materials necessary for the proper performance of the Contract (in particular in usable formats suited to the intended media); the Client undertakes to provide all legal information required to be included in the documents and bears sole responsibility for the content of any documents it edits.
Hold the necessary rights over the materials provided above.
Actively collaborate toward the success of the project by providing the Service Provider, within previously agreed timeframes, with all information and documents necessary for a proper understanding of the requirements and the proper performance of the Services.
Strictly comply with the technical recommendations and creative suggestions made by the Service Provider.
Indemnify the Service Provider against any action that may be brought against it due to the nature of data or information (text, images, sound) provided or selected by the Client.
Pay the amounts owed to the Service Provider within the timeframes set out in the quote and in these GTC.
Inform the Service Provider of any competitive bidding process involving other service providers.
Ensure that all resources necessary to allow the Service Provider to perform the Services at its own premises and/or remotely are made available.

Before each intervention by the Service Provider, the Client agrees to carry out all backup procedures necessary to protect and safeguard its data, programs, and computer files.

Finally, the Client is solely responsible for compliance with the laws and regulations applicable to the Services, in particular with regard to the protection of intellectual property rights, legal notices, protection of personal data, protection of minors (where applicable), and consumer law (where applicable).

b) Service Provider Obligations

Under these GTC and in performing the Services, the Service Provider agrees to use all necessary means and to make every effort to carry out its mission in accordance with best practice. This does not constitute an obligation of result, the Service Provider providing the Services only under a best-efforts obligation.

The Service Provider guarantees that the creations are legally available and free of any third-party rights for the uses contemplated under the Contract.
The Service Provider undertakes to regularly inform the Client of the progress of the project, in particular through approvals submitted to the Client in accordance with the schedule set out in the quote.

Article 5. Performance of the Services and Delivery of Deliverables

The Client agrees to provide the Service Provider, in a usable format, with all documents necessary for the performance of the Services entrusted to the Service Provider.

Any subsequent modification or additional request made by the Client will be subject to additional invoicing.

Since the performance of the Services entrusted to the Service Provider depends directly on the Client fulfilling its own obligations, the Parties expressly acknowledge that the delivery timeframes indicated in the quote are given for purely indicative purposes and without guarantee.

A delay beyond the indicated timeframes therefore cannot give rise to damages, nor authorize the Client to terminate the Contract or refuse delivery of the Services.

Article 6. Price

The Service Provider's pricing conditions relating to the provision of the Services are set out in the Service Provider's quote.

Prices are given for indicative purposes and are therefore subject to change. The price invoiced is the one specified in the Order approved by the Service Provider.

The prices of the Services are expressed and payable in Euros and are exclusive of value added tax and any other tax, the Client being responsible for payment of such taxes.

The prices of the Services do not include any travel or accommodation expenses, which may be invoiced by the Service Provider to the Client in addition, according to the terms set out in the quote.

Article 7. Payment Terms

Acceptance of the quote and the resulting Client Order must be accompanied by payment of a deposit as indicated in the quote.

Payment of the deposit is a condition for the commencement of the Services. The deposit may be paid by check, bank transfer, or direct debit made out to the Service Provider.

Payment of the balance for the Services must be made within thirty (30) days of the date of the invoice issued by the Service Provider and may be made by check, bank transfer, or direct debit made out to the Service Provider.

No discount is available for early payment.

Article 8. Late Payment Penalties

In the event of non-payment by the due date, any amount owed will accrue late payment penalties. These penalties run from the day following the due date shown on the invoice until the amount is paid in full. The rate of late payment penalties is set at three times the legal interest rate in effect.

These late payment penalties are due automatically, without any reminder from the Service Provider being necessary.

The Client will also automatically owe a minimum flat-rate collection fee of forty (40) euros on amounts owed by the Client to the Service Provider.

Finally, in the event of late payment, the Service Provider reserves the right to suspend or postpone performance of the Services covered by the Order for which payment is overdue.

Article 9. Additional Costs

Various items that may be necessary for the performance of the Service Provider's Services but that fall outside its offerings are not included in the prices indicated.

The following are to be invoiced in addition: modifications requested by the Client during performance, where they involve reworking the project.

Article 10. Termination

The Service Provider may terminate the Services provided to the Client in the event of a breach by the Client of its obligations under the Contract, not remedied within fifteen (15) days of notification of such breach by the Service Provider by registered letter with acknowledgment of receipt, without prejudice to the Service Provider's ability to seek damages.

The Service Provider may also terminate the Contract in the event of non-payment of any unpaid invoice(s) by the Client.

In the event the Contract is terminated early by the Client, the Client formally agrees to settle and pay the amounts relating to the current schedule, to work performed or in progress, as well as to any additional services carried out. The source files and data created and used by the Service Provider may not therefore be claimed by the Client without financial compensation. Any deposit already paid will remain the property of the Service Provider, as compensation for the work undertaken.

Article 11. Intellectual Property

The software, data, documentation, processes, methodologies, technologies, and documents belonging to the Service Provider (hereinafter "Intellectual Property Rights") used in the performance of the Services remain the exclusive property of the Service Provider.

The Service Provider grants the Client, where applicable and strictly to the extent necessary for the performance of the Services, a personal, non-exclusive, and non-transferable right to use such Intellectual Property Rights for the duration of the Services.

Works created by the Service Provider for the Client, in the course of performing the Contract, remain the entire and exclusive property of the Service Provider until the invoices issued by the Service Provider have been paid in full by the Client.

Once the invoices have been paid, the Service Provider assigns to the Client all intellectual property rights over the works created specifically at the Client's request, in the course of performing the Contract, for their full term of protection and worldwide.

In particular, the Service Provider assigns the following rights to the Client:

The right of reproduction includes, in particular and on a non-exhaustive basis:

The right to reproduce and/or have reproduced the works created in unlimited quantities, by any means and on any medium, whether current or future, including graphic, magnetic, digital, or electronic (interactive or otherwise);
The right to distribute and exploit the works created, whether commercially or not, and the reproductions thus made, in unlimited quantities, free of charge or for consideration, for any purpose whatsoever.

The right of public performance/communication includes, in particular and on a non-exhaustive basis:

The right to broadcast and communicate to the public the elements, media, and components of the works created, by any means of communication known or unknown to date, for any use whatsoever;
The distribution of the works created by any means, in particular by broadcast, cable-satellite, and any network, and more generally by any means of transmitting data, whether digitized or not.

In connection with the provision of the Services and as needed, the Client also grants the Service Provider a right to use its software, data, and documents, on a personal, free of charge, non-exclusive, and non-transferable basis, for the duration of the Services.

The Client agrees to obtain from any third parties, where necessary, the right to grant the Service Provider the rights to use software, data, and equipment belonging to such third parties for the purposes of providing the Services.

a) Trademarks and Company Names

Any use by the Client of the company names, trademarks, and distinctive signs belonging to the Service Provider is strictly prohibited except with the Service Provider's prior express agreement. Where such prior express agreement is given, the Service Provider grants the Client a strictly personal, non-exclusive, and non-transferable right to use its company names, trademarks, and distinctive signs, worldwide and for the full duration of the Contract.

The Service Provider, for its part, is authorized to use the Client's company name/trademark as part of its activities for commercial promotion purposes.

The Service Provider also reserves the right to mention work carried out for the Client in its external communications and advertising materials (website, portfolio, etc.) and during commercial prospecting.

b) Moral Rights

The Service Provider reserves the right to include, in the performance of the Services, a commercial mention clearly indicating its contribution, accompanied where the medium allows by a hyperlink pointing to the Service Provider's website and any communication materials.

c) Warranty Against Eviction

The Service Provider guarantees the Client against any action, claim, demand, or opposition from any person invoking an intellectual property right allegedly infringed by the provision of the Services, provided that the Client informs the Service Provider, as soon as it becomes aware of it, of any demand, claim, or proceeding brought on such grounds, whether judicial or extrajudicial. The Client agrees to provide the Service Provider with all documents and information in its possession, as well as any assistance required for its defense.

In the event of a proven infringement of a third party's rights, the Service Provider may, at its discretion:

obtain any license or authorization to enable the Client to continue using the Services;
provide a replacement solution enabling the Client to use the Services in accordance with the Order;
if neither option is feasible, refund the Client the amounts paid for the Services, less amounts already paid by the Client for the period of actual use of the Services.

The Service Provider will have no obligation to indemnify or any other obligation regarding an infringement action arising from (a) use of the Services other than in accordance with the Contract, or (b) combination of the Services with other services or materials not provided by the Service Provider.

With regard to software, data, or documents used by the Service Provider in providing the Services, for which the Client has acquired usage rights from third parties or which it owns, the Client indemnifies the Service Provider against any consequences or damages the Service Provider may suffer as a result of using such software, data, or documents, in connection with any action brought by a person claiming an intellectual property right or based on unfair competition and/or free-riding claims relating to such software, data, or documents.

Article 12. Warranties

The Service Provider warrants that the Services are provided in substantial conformity with the Order.

Unless otherwise required by law, any other warranty, express or implied, is excluded.

The Service Provider shall not be bound by any warranty, in particular where the Client has modified or had the Services modified, or has used services other than those provided by the Service Provider, without its prior written consent, or where the Client or third parties have intervened on elements of the Services without the Service Provider's prior consent.

Article 13. Liability

The Service Provider's liability is limited solely to direct damages resulting from a defect in the Services or a breach of the Contract, even if such defect was foreseeable at the time of the Order.

Under no circumstances will the Service Provider be held liable for indirect, incidental, or special damages, as defined by French case law, including in particular the cost of obtaining substitute services, loss of profits, loss of data, or downtime, whether liability is contractual or tortious and whether or not it arises from the use or operation of the Services, even if the Service Provider has been advised of the possibility of such damages.

In the event of any failure by the Service Provider to perform its obligations (non-performance or improper performance), the Client must notify the Service Provider within eight (8) business days of discovering the failure, by registered letter with acknowledgment of receipt. Failing this, the failure will not be enforceable against the Service Provider.

If the Client has signed an acceptance report for the Services and/or the mock-up(s) of the creation(s), or has validated acceptance of the Services and/or the mock-up by any means, in particular through use of the Services and/or the mock-up, the Service Provider will be deemed to have performed its obligations in accordance with the Contract. The Client will then be deemed to have irrevocably waived any claim as of right in this respect.

Furthermore, the Service Provider cannot be held liable for non-performance of the Contract in the event of force majeure as defined in Article 14, or for damages caused by a third party or attributable to improper or non-compliant use of the Services by the Client, in breach of the Service Provider's instructions or accepted best practice.

Except for personal injury or death, and except in the case of gross negligence or willful misconduct causing proven direct damage, or a breach of an essential obligation of the Contract depriving it of its substance, the Client acknowledges that the Service Provider's liability is limited to the amount paid for the Services in question.

Article 14. Force Majeure

Neither Party may be held liable or considered to have failed to fulfill its contractual obligations where the failure to perform its respective obligations results from force majeure as defined by French case law. The Contract between the parties is suspended until the causes of the force majeure event cease. Force majeure includes irresistible facts or circumstances, external to the parties, unforeseeable, and beyond the parties' control, despite all reasonably possible efforts to prevent them.

The Party affected by a force majeure event will notify the other Party within five (5) business days of becoming aware of it. The Parties will then agree on the conditions under which performance of the Contract will continue.

Article 15. Undeclared Work

The Service Provider declares that it is registered with the Trade and Companies Register or the Trade Directory, as well as with URSSAF, and that its registrations expressly cover all of its activities for the performance of the Services defined in the quote and/or the Order.

In accordance with Articles L 8221-1 et seq. of the French Labor Code and Article D 8222-5 of the same Code, the Service Provider agrees to provide the Client, upon conclusion of the Contract and every six months until the end of its performance, with the following documents:

a current URSSAF compliance certificate (attestation de vigilance) attesting to compliance with its social obligations;
an official document evidencing its registration, such as a Kbis extract or an extract from the National Business Register (RNE), where applicable;
a sworn statement by the Service Provider certifying that the work is carried out by employees hired in accordance with Articles D.8222-5, D.8222-7, and D.8222-8 of the French Labor Code.

Article 16. Insurance

Each Party agrees to maintain, for the entire duration of the Contract, with a reputable and solvent insurance company, an insurance policy covering damage that may occur to its property and personnel, as well as a professional liability policy, so as to cover the financial consequences of any bodily, material, or intangible damage for which it may be liable, caused by any event attributable to its employees and/or any partner companies during the performance of the Contract.

Article 17. Confidentiality

Each Party agrees, on its own behalf and on behalf of its employees and partner companies, to preserve the confidentiality of the confidential information exchanged (the "Confidential Information"). Confidential Information means all information of any nature, form, or medium, to which each Party has access in connection with the performance of the Contract, including, without limitation, any resources made available by the Service Provider to the Client and by the Client to the Service Provider, any technical, industrial, financial, or commercial data, or any other information and documents relating to the activities of each Party. Confidential Information does not cover documents, data, or other information that:

were already known to one of the Parties on a non-confidential basis before disclosure by the other Party;
are or will fall into the public domain as of the date of disclosure;
were legitimately obtained from a third party not bound by a confidentiality obligation;
were independently developed by the receiving Party without access to any information from the disclosing Party;
are disclosed pursuant to a legal or regulatory provision.

Each Party agrees:

to apply to the Confidential Information the same protective measures it applies to its own confidential information;
to disclose the Confidential Information only to its employees and staff who need to know it for the performance of the Services;
not to disclose, publish, or transmit the Confidential Information to third parties, in any form whatsoever, without the other Party's prior written consent;
to use the Confidential Information only for the purposes of performing the Services.

Article 18. Non-Solicitation

Each Party agrees, unless otherwise agreed in writing, not to directly or indirectly make employment offers to a staff member of the other Party who has worked on the Services covered by this Contract, or to hire such person in any capacity whatsoever. This waiver applies for a period of two (2) years from the end of this Contract.

Article 19. Personal Data

In accordance with the French Data Protection Act No. 78-17 of January 6, 1978, as amended, the Client acts as data controller in connection with the performance of the Contract.

As the Service Provider acts on behalf of the Client in processing the personal data communicated to it by the Client, it acts as data processor.

As such, the Service Provider agrees to take the necessary measures to ensure the protection, security, and confidentiality of the personal data transmitted to it by the Client.

Article 20. Amendment of the GTC and Assignment of the Contract

The Service Provider may decide to assign or transfer the rights or obligations granted to it under this Contract, provided that the Client continues to benefit from the Services under the same conditions.

The Service Provider reserves the right to amend these GTC and to notify the Client thereof. If a substantial amendment to the terms of the GTC is not acceptable to the Client, the Client has fifteen (15) days from notification of the amendments by the Service Provider to inform the Service Provider. In the event the Parties disagree on such amendments, the Parties may terminate the Contract.

Upon expiry of this fifteen (15) day period, the amendments to the GTC will be deemed definitively accepted by the Client.

Article 21. Governing Law and Jurisdiction

The Contract is governed by French law. The parties expressly agree that the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980 does not apply to the Contract.

In the event of a dispute between the Parties, they will attempt to reach an amicable resolution within thirty days of notification of the dispute by the requesting Party to the other Party by registered letter with acknowledgment of receipt.

Failing an amicable resolution between the Parties, the dispute will be submitted to the competent Commercial Court.

Article 22. Refusal

The Service Provider reserves the right not to accept an Order from the Client where the Service Provider has previously encountered payment issues (non-payment or late payment) with the Client in connection with one or more previous Order(s).

Article 23. Subcontracting

The Service Provider may subcontract all or part of the performance of the Services to subcontractors. In such case, the Service Provider remains responsible for the performance of the Services to the Client.

Article 24. General Provisions

a) Prior Documents or Other Agreements

The Contract supersedes any prior document and any other written or verbal agreement relating to the same subject matter, with the exception of the quote and the Order, and prevails over any contrary provision that may be contained in documents originating from the Client.

b) Severability

If any provision of these GTC, or its application to any person or circumstance, is held to be invalid, such invalidity will not affect the other provisions or applications of these GTC, which will remain in effect independently of the provision held invalid. To this end, the provisions of these GTC are deemed severable.

c) Notice

Any notice must be made in writing and either delivered by hand, sent by registered letter with acknowledgment of receipt, or served by extrajudicial process to the address indicated in the order.

d) Language of the Contract

The Contract is drafted in French. A translation into a foreign language may be provided for informational purposes. In the event of any discrepancy, only the French version will be binding between the Parties.