I             Services Provided

1)    Objective:

The Project Owner wishes, within the scope of its activities, to implement projects or organize missions concerning parts or all of its Information System. To this end, the Project Owner requires the collaboration of TVH Consulting whenever deemed necessary by signing the purchase orders sent by TVH Consulting. TVH Consulting acts within the frame of an Owner’s Assistance. The Project Owner retains full control over project execution.

2)    Methods:

TVH Consulting is responsible for ensuring the smooth progress of all projects or missions entrusted by the Project Owner and is committed to deploying qualified and competent personnel consistently. The Project Owner agrees to provide all necessary resources and information to TVH Consulting personnel for the proper progress of projects or missions. Both parties agree that their respective premises allocated for the execution of projects or missions are conducive to optimal work in an appropriate environment. Participants from both parties must comply with the regulations and health and safety guidelines in force at each workplace.

3)    Responsibilities:

Operating within the framework of an Owner’s Assistance, TVH Consulting is bound by an obligation of means. TVH Consulting commits to executing its tasks with due care, in accordance with best practices, current laws and regulations, and professional ethics. TVH Consulting will only be held liable if it can be proven that it has committed a breach or fault during its obligations’ fulfillment, causing direct damage to the Project Owner. The Project Owner assumes full responsibility for the security of software, data, and all documents, and is obliged to take protective measures such as backups or making duplicates. The Project Owner expressly agrees that TVH Consulting will not be held responsible for any indirect or commercial damage (such as loss of customers or orders or commercial disruption) or financial loss (such as loss of profits or data) to the Project Owner, or any action taken against the Project Owner by a third party under these conditions. Similarly, the Project Owner waives the right to hold TVH Consulting liable as a guarantor for damages suffered by a third party using the work performed by TVH Consulting under these conditions. The Project Owner acknowledges that the total liability of TVH Consulting under these conditions is limited to the total amount of the purchase order, even in the case of a legal conviction of TVH Consulting or recognition of a right to compensation for direct damages suffered due to TVH Consulting’s faults under these conditions. Any action by the Project Owner must be initiated within three months following the realization by TVH Consulting of the damaging event.

4)    Insurances:

TVH Consulting states to be insured for its professional civil liability with a reputedly solvent company for all material and immaterial damage related to the execution of these conditions, up to the limits of its policy terms and conditions which constitute, subject to what is stated further here, a cap on its commitments. TVH Consulting undertakes to maintain these guarantees throughout the term of these conditions and to provide proof upon the Project Owner’s express request.

5)    Guarantees:

Considering the Project Owner’s project management over services provided by TVH Consulting and its professional status, the result of its services does not come with any contractual guarantees. The Project Owner warrants to TVH Consulting that it holds all authorizations, property rights, and usage licenses on all IT configurations or documents that TVH Consulting may access for the performance of its services.

6)    Intellectual Property:

These conditions comply with the legal provisions on Copyright. The Project Owner states it regularly holds the rights to use the software that TVH Consulting may be called to intervene on. In the event of a technical intervention by TVH Consulting at the request of the Project Owner, the Project Owner claims to hold all rights authorizing such intervention.

7)    Financial Terms:

Prices are specified in the purchase order excluding tax. Mileage expenses are charged back to the Project Owner based on the reimbursement scale accepted by the tax administration for vehicles with seven fiscal horsepower traveling less than five thousand kilometers per year, and for the round trip distance from the nearest TVH Consulting office to the mission execution address. Other travel and accommodation expenses will be charged to the Project Owner in addition, upon presentation of receipts. Invoicing is monthly and calculated based on the daily rates indicated in the purchase order. All invoices from TVH Consulting are payable net without discount within fifteen days from the date of receipt.

8)    Penalty for delay:

Penalties will be applied to the tax-excluded invoice amount if payment (in full or in part) is not made within the payment period set by these conditions. These delay penalties are equal to 3 times the legal interest rate from the expiration of the period provided in these conditions, in addition to a flat rate amount of €40 according to article L.441-6 paragraph 12 of the commercial code. They will take effect, without prior notice from the Project Owner, as soon as the said period expires. Furthermore, TVH Consulting may rely on the provisions of the “Termination” article due to the non-payment of a single invoice by the Project Owner. Similarly, TVH Consulting may automatically suspend its ongoing missions, regardless of their nature and progress. However, such suspension cannot be considered a termination by TVH Consulting nor does it entitle the Project Owner to any compensation.

9)    Confidentiality:

Without prior written consent from the Project Owner, TVH Consulting is prohibited from disclosing to anyone, directly or indirectly, the information of any nature, whether commercial, industrial, technical, financial, or nominative designated as confidential which would have been communicated by the Project Owner or which TVH Consulting would have come to know about during the execution of these conditions. TVH Consulting acknowledges that any disclosure would harm the Project Owner’s interests and engage its responsibility, except if such information was already public knowledge. TVH Consulting ensures compliance by its employees, agents, or duly authorized subcontractors with the confidentiality commitment outlined above. On its part, the Project Owner agrees not to disclose information relating to TVH Consulting’s know-how.

10)  Non-solicitation of personnel:

Each party expressly agrees not to solicit for employment, either directly or indirectly, any employee of the other party, be they employees or not, even if the initial solicitation is made by the employee. This prohibition applies throughout the term of these conditions and for twelve (12) months following their termination. In case of a violation of this prohibition, the offending party must immediately pay the other party a penalty amount equal to twelve (12) months of the solicited or hired person’s last gross monthly salary, plus all recruitment costs for a replacement.

11)  Cancellation:

In case of cancellation, the Project Owner agrees to pay 50% of the balance of the uncompleted order.

12)  Subcontracting:

This agreement may be subject to subcontracting by TVH Consulting.

13)  Duration:

These conditions become effective upon the signature of the purchase order by the Project Owner, for an indefinite period. They end upon termination by one of the parties under the conditions stated in the “Termination” section or in any event twelve months after TVH Consulting completes its missions due under the purchase order.

14)  Termination:

In case of a serious breach by one of the parties of its obligations under these conditions, not remedied within thirty days from the sending of a registered letter with acknowledgment of receipt notifying the breaches in question, the said conditions may be terminated at the discretion of the aggrieved party. It is expressly understood that this termination will occur as of right, without further notice or formality. In any case, the aggrieved party may seek compensation in court, without prejudice to the penalties provided in Article 8.

15)  Indexation:

Prices will be indexed on the SYNTEC index and will be automatically revised monthly using the following formula:

P1 = P0 (S1/S0)

Where        P1: revised price,

P0: initial price defined at the date of the first purchase order or the previous revision date, S1: latest SYNTEC index published on the revision date,

S0: SYNTEC index published at the date of the first purchase order or at the previous revision date.

If the index disappears, and failing agreement on a new index, express jurisdiction is assigned to the President of the Commercial Court of Paris to define an index that will integrate into the revision formula.

This index must be chosen so that it is as close as possible to the disappeared index and respects the spirit that the parties intended to define when establishing this revision clause.

II          Software License Terms for Microsoft, TVH Consulting, and Others

1)    Reminder:

Microsoft Business Solutions products (hereinafter: MBS) are developed by a Microsoft Group company that holds all copyrights and other intellectual property rights on these MBS products and all their copies. Dynamics AX is a MBS software of the Microsoft Group.

Microsoft markets, distributes, and manages the MBS products via a global network of partners called Microsoft Certified Business Solutions Partners (hereinafter: MCBSP).

TVH Consulting has been certified as a Microsoft Certified Business Solutions Partner for Dynamics AX software since September 30, 2003.

TVH Consulting develops complementary software to the Dynamics AX software. TVH Consulting holds all copyrights and other intellectual property rights on these products and all their copies.
TVH Consulting also distributes complementary software published by companies other than the Microsoft Group and TVH Consulting. TVH Consulting is authorized by these publishers to market this software.

This complementary software provides functionalities not covered by Dynamics AX or covered differently. In the vast majority of cases, this complementary software operates in conjunction with the Dynamics AX software from MBS. It is in view of what is set forth above that the terms and conditions of this contract comply with the terms and conditions of the Dynamics AX software license contract from MBS and respect the spirit of the software license contract terms of other publishers.

2)    Preamble:

The present license terms constitute a contract between TVH Consulting and you. Read them carefully. They concern the software referred to in the annex, including the media on which you received it, if applicable. This contract also pertains to the following products that accompany TVH Consulting’s software: Updates, Supplements, Documentation, Internet Services, Technical Support Services.

3)  Presentation:

1. Software.

The software may include the following elements: Server software; Client software that can be installed on devices and used with the server software; additional licensed components; any patches, bug fixes, or updates for the software.

• License Model.

The software is licensed according to: The number of system database copies you install; the number of users accessing the system database; the additional licensed components.

4)  Definitions:

• “You” refers to the legal entity that has accepted these license terms as well as your affiliates.
• “Affiliate” means (i) for you, any legal entity that you own, that owns you, or that is commonly owned; (ii) for TVH Consulting, any legal entity that TVH Consulting owns, that owns TVH Consulting, or that is commonly owned with TVH Consulting;
• “Ownership” means control of more than 50%;
• “Client Software” means the software that allows a single personal computer, workstation, terminal, handheld computer, personal digital assistant, or other electronic device (a
• “device”) to access the server software or to use certain aspects of the server software when disconnected from the server;
• “Server Software” means the software that provides services or functionalities on your server (your computers capable of running the server software are “servers”);
• “System Database” refers to the underlying database that manages your users and your units.

5)  Installation and Usage Rights:

• Server Software. You are allowed to install an unlimited number of copies of the server software to access your system database. However, you are permitted to use only the number of copies allowed by your license key. You are not allowed to duplicate license keys without the prior written consent of TVH Consulting.
• Client Software. You are authorized to install an unlimited number of copies of the client software. However, you are allowed to use the client software only with the server software.
• Additional Components. You are permitted to install an unlimited number of copies of the additional components you have licensed for your system database. You must acquire a separate license for each system database for which you want to install an additional component.
  You are not allowed to duplicate license keys without the express and written consent of TVH Consulting.

6)  Additional License Conditions and/or Usage Rights:

• User Licenses. In addition to the server software license, you must acquire user licenses for the total number of users accessing, directly or indirectly, the system database. User licenses are specific to one system database and cannot be used with other system databases or shared among several system databases. You must acquire a Concurrent User, Named User, or External Connector User license depending on the type of access the user needs to the system database. For users who are part of your employees or those of your affiliates, contractors, or agents, you must acquire a Concurrent User and Named User license. For any other type of access to the system database, you must acquire an External Connector User license. “Concurrent User” licenses allow multiple users to access the system database. The number of users holding a “Concurrent User” license corresponds to the maximum number of people allowed to simultaneously access the system database. “Named User” licenses are specific to each user and cannot be shared between multiple users. “External Connector” licenses allow any user or device to access the system database.
• Multiplexing. The hardware or software you use to pool connections, redirect information, reduce the number of devices or users accessing or directly using the server software, reduce the number of devices or users directly managed by the software (sometimes also called “multiplexing” or “concentration” hardware or software), does not reduce the number of licenses you need.
• External Connector Licenses. You must assign each acquired External Connector license to a system database. Each External Connector license assigned to a system database allows an unlimited number of External Connector users to access that system database. These users do not need Concurrent User or Named User licenses. You are not allowed to use External Connector licenses for anything other than internal business needs.
• Third-Party Hosting. You can authorize a third party to host the software on your behalf only to allow you and your affiliates to access it. Your third-party host must not permit non-affiliated third parties to access the software, except as otherwise allowed by an External Connector license. Your third-party host must agree to be bound by these license terms.
• License Grant for Templates. You are authorized to copy and use the templates included in the software in the documents and projects you create, intended for such use. You are authorized to distribute these documents and projects for non-commercial purposes.
• Restrictions on Crystal Reports Use. If Crystal Reports Runtime Server is provided with the software, you are not authorized to distribute the Crystal Reports Runtime Server component of the software (the “Runtime Component”) with any general-purpose product for report writing, data analysis, or report delivery, or any other product performing identical or similar functionalities to the Runtime Component. You are not authorized to use the Runtime Component to create and distribute a product that generally competes with Business Objects’ product offerings. You are not authorized to use the Runtime Component to create and distribute a product capable of converting the .RPT report file format to another report file format used by any other general-purpose report writing, data analysis, or report delivery product not owned by Business Objects.
• Modification. You are authorized to modify the software only insofar as necessary to use it for your internal business needs if you have received the source code version or if you have received tools from TVH Consulting licensed to you to modify the object code version. You acknowledge that TVH Consulting is not responsible for any problems that may result from modifications made by you or a third party, or caused by third-party software or hardware.
• Additional Features. TVH Consulting may provide additional features for the software. Other license terms and fees may apply.

7)    Internet Services:

TVH Consulting provides internet services with the software. These services may be changed or discontinued at any time.

• Consent for Internet Services. Some software features may connect to systems of TVH Consulting or third-party service providers over the Internet. In some cases, you may not receive a notification of connection. You can disable these features or choose not to use them. For more information, see the software documentation. By using these features, you consent to the transmission of this information. TVH Consulting does not use this information to identify or contact you.
• Computer Information. This feature uses Internet protocols, which transmit information to the appropriate systems, such as the IP address, operating system type, browser, name and version of the software you are using, as well as the language code of the device on which you have installed the software. TVH Consulting uses this information only to make internet services available to you.
• Web Content Features. Software features can extract associated content from TVH Consulting and transmit it to you. To provide this content, these features communicate to TVH Consulting the operating system type, name and version of the software you are using, type of browser, and the language code of the device on which you have installed the software. These features include clip art, templates, online training, online support, and Appshelp. You can choose not to use these web content features.
• Inappropriate Use of Internet Services. You are not authorized to use said services in a way that may impair or disrupt their use by another user. You are not authorized to use these services to attempt unauthorized access to any services, data, accounts, or networks by any means.

8)    Evaluation Testing:

You must obtain the prior written consent of TVH Consulting to disclose to third parties the results of the software evaluation tests.

9)    Scope of License:

The software is not sold but licensed. This agreement grants you certain rights to use the software. TVH Consulting reserves all other rights. Except as permitted by applicable law or a separate written agreement with TVH Consulting, notwithstanding this limitation, you are permitted to use the software only in compliance with the terms of this license agreement. To this end, you must comply with the technical restrictions contained in the software that allow you to use it in a certain way. You are authorized to use the software only for the internal needs of your business. You are not authorized to:

• Circumvent the technical restrictions contained in the software;
• Decompile, reverse engineer or disassemble the software, except to the extent these operations are expressly permitted by applicable law notwithstanding this limitation;
• Make more copies of the software than permitted in this contract or by applicable law, notwithstanding this limitation;
• Publish the software for reproduction by others;
• Rent or lend the software;
• Use the software in association with commercial hosting services. However, you are authorized to use the software to provide professional services to non-affiliated third parties provided that they do not access the software or the system database.

Your rights to use the software are perpetual, but they may be revoked if you or your affiliates do not comply with the terms of this license agreement. The server software access rights do not authorize you to exploit any patents owned by TVH Consulting or any other intellectual property rights of TVH Consulting on the software or any devices that access the server.

10)  Backup Copies:

You are authorized to make multiple copies of the software for backup, development, and testing purposes, provided these copies are not used in production and the development is limited solely to your internal business needs. Your backup copies may be hosted by a third party on your behalf.

11)  Rights of Transition:

You are authorized to run a passive failover instance of your system database for temporary support purposes.

12)  License Transfer:

You are not authorized to transfer the software to a third party without the prior written consent of TVH Consulting. If permitted by law, additional fees may apply for transferring the software to a third party.

13)  Documentation:

Any user with valid access to your computer or internal network is authorized to copy and use the documentation for reference and internal purposes.

14)  Academic Edition (“AE”) Software:

To use software marked as “Academic Edition” (“AE”), you must qualify as a “Qualified Educational User”.

15)  Previous Versions:

Instead of installing the software, you are authorized to install and use a previous version. This contract applies to the use of the previous version. If the previous version includes different components, all terms relating to these components in the contract accompanying the previous version apply to their use. TVH Consulting is not obliged to provide you with prior versions. You can replace a previous version with the current software version at any time.

16)  Export Restrictions:

The software is subject to U.S. regulations governing export. You must comply with all national and international export regulations regarding the software. These regulations include restrictions on destination countries, end users, and end uses.

17)  Technical Support Services:

TVH Consulting provides technical support services for the software, as described on the website www.tvhconsulting.com.

18)  Entire Agreement:

This agreement (including the warranty below) along with the terms regarding supplements, updates, internet and support services you use constitute the full agreements regarding the software and technical support services.

19)  Governing Law:

This contract is subject to French law, to the exclusion of any other legislation. In case this agreement is drafted in multiple languages, only the French version shall prevail.

20)  Defense Against Infringement and Misappropriation Actions:

TVH Consulting commits to defend you against any claim brought by a non-affiliated third party regarding the software infringing its patents or trademarks, or misappropriating a trade secret, and to pay the damage amounts resulting from a final judgment against it (or from a settlement consented to by TVH Consulting). You must promptly notify TVH Consulting in writing of the claim or lawsuit and give it exclusive control of the defense or settlement. You agree to provide reasonable assistance in defending such a claim or lawsuit, and TVH Consulting commits to reimburse you for all reasonable costs incurred for this assistance.

TVH Consulting’s obligations shall not apply to the extent that the claim, litigation, or final judgment is based on (i) your usage of the software after TVH Consulting has warned you to cease its use following said claim or lawsuit; (ii) the combination of the software with a non-TVH Consulting product, data, or business process, especially third-party add-ons or programs; (iii) damage attributable to the value of using a non-TVH Consulting product, data, or business process; (iv) the modification of the software, especially any modification by third parties; (v) the distribution of the software to third parties or its use for the benefit of third parties; (vi) your use of one or more TVH Consulting trademarks without written and express agreement; or (vii) in the case of an action for trade secret violation, the acquisition of a trade secret (a) through illegitimate means; (b) under conditions giving rise to a duty of confidentiality or usage restriction; or (c) from a person (other than TVH Consulting or its affiliates) who has, towards the party invoking the claim or litigation, the duty to keep the trade secret or restrict its usage. You are obligated to reimburse us for all costs or damages incurred from these claims or lawsuits.

Should TVH Consulting receive information regarding an infringement or violation lawsuit involving the software, it may, at its own cost and without obligation, either (i) obtain for you the right to continue running the software, or (ii) modify the software or replace it with an equivalent software in terms of functionality, so that it no longer infringes, requiring you to immediately cease executing the software. If, following an infringement or violation lawsuit, your use of the software is prohibited by a court of competent jurisdiction, TVH Consulting may, at its sole discretion, obtain the right to continue its usage, replace it with a functionally equivalent product, modify it so it no longer infringes, or refund the amount paid and terminate this license.

You are required to inform TVH Consulting in writing as soon as possible of any claim or lawsuit brought against you by a third party regarding TVH Consulting’s intellectual property rights. TVH Consulting may, at its sole discretion, decide to consider these claims or lawsuits as being covered by the terms of this section. This section 20 sets forth the sole remedies available to you for claims or lawsuits brought by third parties for infringement or misappropriation of trade secrets.

21)  Limitation and Exclusion of Liability for Damages:

You may obtain compensation from TVH Consulting and its suppliers for direct damages only up to the amount you paid for the software, except for claims covered by section 20. You are not eligible to claim compensation for other damages, including special, indirect, incidental, or consequential damages and loss of profits.

This limitation applies to any matter related to the software, services, or content (including code) on third-party websites or in third-party programs; and to claims for breach of contract or warranty, claims in case of strict liability, negligence, or other tort in the limit allowed by applicable law. It also applies, even if the repair, replacement, or refund of the software does not fully compensate any damage suffered; or if TVH Consulting was or should have been aware of the possibility of such damages.

22)  Limited Warranty:

• Limited Warranty. If you follow the instructions, the software will operate substantially as described in the TVH Consulting documentation received with or in the software.
• Warranty Duration; Warranty Beneficiary; Duration of any Implied Warranty. The limited warranty covers the software for one (1) year from the day you acquired it. If you receive supplements, updates, or replacement software during this year, they will be covered either for the remaining warranty period, or for 30 days, whichever is longer. To the fullest extent permitted by applicable law, any implied warranty or condition will only apply during the limited warranty period.
• Exclusion of Warranty. This warranty does not cover problems caused by your actions (or lack thereof), acts of others, or other events beyond TVH Consulting’s reasonable control.
• Remedy for Warranty Breach. TVH Consulting undertakes to repair or replace the software free of charge. If TVH Consulting cannot repair or replace it, it will refund the amount you paid for the software, as shown on the receipt. TVH Consulting also agrees to repair or replace supplements, updates, and replacement software free of charge. If TVH Consulting cannot repair or replace them, it will refund the amount you paid for these items, where applicable. To obtain a refund, you must uninstall the software and return any media and other related materials to TVH Consulting. These remedies are the only ones available to you in case of a limited warranty breach.

23)  License Reservation:

The license will be fully granted only after full payment of the price.

III        Common Conditions to I and II

1)  Entirety:

These conditions are independent of any other contract or agreement concluded between the parties and can only be modified by an amendment signed by both parties. It represents the entirety of the commitments existing between them under the purchase order.

2)  Partial Invalidity:

If one or more provisions of these conditions are deemed invalid or declared as such as a result of a final decision of a competent court, the other provisions will retain all their force and scope.

3)  Governing Law:

This agreement is governed by French law, excluding any other legislation. In the case of drafting this agreement in multiple languages, only the French version shall prevail.

4)  Competent Court:

In the event of a dispute, express jurisdiction is attributed to the Commercial Court of Paris, notwithstanding multiple defendants or calls for guarantees, even for emergency procedures or provisional measures or referral or by request.

5)  Domiciliation:

The parties elect domicile at the addresses stated on the purchase order.