General Conditions for the Purchase of computer services, version of 30 June 2020

Article 1.- knowledge of the GCPs

These GCPs are available on the MBAviation website at https://www.mbaviation/ They are public and deemed to be known and accepted by any Supplier who enters into a commercial relationship with MBAviation.

Article 2.- MBAviation’s specific needs

Our expertise as a general service provider at river, land, air or sea stations, ports, heliports or airports… meets the requirements of the rules, standards and constraints of the international transport of goods and passengers. It covers in particular the so-called port assistance trades, training (personnel associated with the transport of persons and goods), the services of concentration and optimization of port resources, and the management of goods and baggage. The Supplier acknowledges and fully accepts this specificity to which it has decided to adapt.

Article 3.- Commercial negotiation

These GCPs are the result of negotiations with our partners, who have expressly agreed to exclude the stipulations of their general conditions of sale because of the specific nature of MBAviation’s needs. These GCPs constitute the basis upon which the commercial relationship is established by mutual agreement between the parties.

Article 4.- Relationship with the Supplier’s CGVs.

These GCPs supersede any conflicting or divergent provisions of the Supplier’s General Conditions of Sale by precedence. These GCPs offset any inadequacies or deficiencies of the Supplier’s General Conditions of Sale.

Article 5.- Orders

An order is compulsory for all purchases made by MBAviation. They must include an article, a description, a quantity, a price, a deadline for delivery, a means of payment and a signature by an authorized person. Any modification of the terms of the order must be the subject of an amendment confirmed by both parties. The order will only become final after receipt signed by the Supplier within a maximum of 15 days, without modification or reservation of any kind, and MBAviation is entitled to cancel the order, without penalty, if the Supplier’s acknowledgment of receipt is not received within this time.

Article 6.- Payment

The acquisition of the Supplier’s services will be carried out in accordance with its rates and tariffs, as communicated by the Supplier. In no event shall the prices on the order which include any miscellaneous charges, cost, risk or charge in connection with the execution of the order be modified without the prior approval of MBAviation, confirmed either by an amendment to the purchase order, a new purchase order canceling and replacing the original document, sole conditions for the establishment of invoices at prices different from the initial prices. Additional costs of any kind will be subject to prior written agreement from MBAviation, specifically indicated on the purchase order. Subject to the acceptance of deliveries by MBAviation and unless specifically agreed, MBAviation’s orders shall not give rise to any systematic payment of advances, deposits or down payments, and payments are made at 60 days from the invoice date or 45 days at the end of the month. The Supplier expressly undertakes to grant MBAviation year-end rebates, negotiated by mutual agreement, according to the quantities of services, products or goods ordered during the period considered. The granting of these year-end rebates will give rise to the establishment and signature of specific conditions.

Article 7.- Obligation to deliver professional know-how

MBAviation’s computer needs are part of the direct performance of the services that MBAviation provides to its own customers, including stations, ports, airports, transport companies, logisticians or tour operators and, more generally, all international freight or passenger transport companies. MBAviation’s computer needs are the digital expression or extension of this know-how. MBAviation therefore promises to provide the Supplier with the necessary business know-how for the successful realization of the computer service ordered.

Article 8.- Granting of any free user license

MBAviation consents to Supplier any license or sub license for free use of the software owned by it or of intellectual right(s) owned by it for the sole and exclusive purpose of the proper performance of the computer services ordered. This concession is exclusive of all other intellectual rights which are expressly reserved and limited to the duration strictly necessary for the performance of such services.

Article 9.- Obligation of confidentiality

The Supplier shall consider as strictly confidential the know-how transmitted to him and the data entrusted to him, in any form whatsoever, whether materially or digitally. “Confidential” or “Secret”: Confidentiality shall remain in force during the performance of the ordered service. It does not cease with the delivery of the service, but 10 years later. It is an obligation not to, directly or indirectly, retain, disclose, reproduce or exploit, and extends to staff under the Supplier’s responsibility. Any exploitation, use, reproduction, conservation, marketing and/or disclosure, by any direct or indirect means, of all or part of the know-how issued by MBAviation or of the data entrusted by MBAviation, in particular functional analyses, is strictly prohibited.

Article 10.- Obligation of continuity

The very nature of MBAviation’s business, including services at ports, airports, aircraft, airlines, carriers or tour operators, imposes a principle of continuity of operation of the services delivered by the Supplier, which must therefore be able to be maintained, continued or improved by any other Supplier.

Article 11.- Duty to advise

The Supplier is specialized in computer programming or solutions with a general and permanent obligation to provide information, alerts and advice to MBAviation. The Supplier shall exercise this duty without regard to the professional IT competence of MBAviation’s personnel, employees or external advisors.

Article 12.- Obligation of contractual and post-contractual non-competition

The Supplier shall not, during the term of the services provided to MBAviation and for a period of 5 years from the final delivery, take a direct or indirect interest in MBAviation’s customers, and in particular offer, directly or indirectly, any tool or solution operating globally or contributing partially to the computerization of port or airport services as defined in section 2 of this GCP.

Article 13.- Obligation of non-solicitation of staff

The Supplier shall not directly or indirectly seek to employ any MBAviation personnel. This prohibition shall apply throughout the term of the provision of services and during the 5 years following their termination, for any reason whatsoever.

Article 14.- Deliveries

The quality and quantity of services, as indicated on the purchase order, must be strictly complied with in full and delivered within the agreed time limit, under the responsibility of the Supplier. Compliance with the delivery time is imperative in view of MBAviation’s operating constraints, and constitutes one of the substantial conditions. In the event of the Supplier’s failure to comply with any of its obligations and pursuant to Article 1223 of the Civil Code, if MBAviation has not yet paid all or part of the service within 30 days following receipt by the debtor of formal notice to execute, notified by registered letter with a request for notice of receipt, and which remains without effect, MBAviation may notify the debtor as soon as possible of its decision to accept an imperfect performance of the contract and to reduce the price of the contract proportionately. The Supplier’s acceptance of the decision to reduce the price must be given in writing. In the absence of an agreement between the Parties on the amount of this proportional price reduction, the latter shall be determined by an expert according to the terms of Article 1592 of the Civil Code. In the event that MBAviation has already paid the price, it may, in the absence of any agreement between the Parties, ask the courts to determine the price reduction. As the delivery time is a deadline and an essential and determining condition of MBAviation’s consent, the Supplier shall be fully responsible for any delay in delivery and will immediately pay to MBAviation, as a penalty clause, a lump sum equal to 15% excluding tax of the amount of the operations, goods, products or services invoiced and delivered without delay, without prejudice to MBAviation’s right to terminate the supply contract and/or to replace the Supplier by a competitor of its choice. Failure by the Supplier to deliver, in whole or in part, shall automatically result in the price being retained by MBAviation pending complete delivery of the goods ordered or, if the price has already been paid, in whole or in part, the immediate refund of the amounts paid by MBAviation to the Supplier. Delivery shall be made at the Site indicated in the order to verify that the quality and quantity of the delivery conforms to the order. Delivery of development services includes: – one executable copy on any medium readable by MBAviation computers, of which the Supplier is deemed to be aware – one additional copy as a backup copy, which MBAviation may use in the event of a defect, and only in that case. – a copy of the “source” program accompanied by a copy of the preparatory design work, including analysis files, as well as any information useful for further correction or adaptation of developments.

ARTICLE 15 – Reception of development services

The reception procedure consists of a provisional acceptance phase in the presence of both parties. The provisional reception for developments is as follows: – on the date of the day of reception, the parties shall carry out a check on the conformity of the development with the expressed needs and the contractual documents. – The parties will sign a provisional acceptance certificate for the development as soon as the verification is satisfactory. Should any anomalies be found during the provisional reception, these shall be recorded on an incident sheet signed by the parties. The Supplier will then have 15 days to correct them and present the repaired development for a new provisional reception period. If the parties are again unable to sign a final acceptance certificate, MBAviation may: – either proceed with a further adjournment; – or refuse the reception of the development, in which case the contract shall automatically terminate on the date of sending the notice of refusal, according to the terms of the Article “Termination for failure of the Supplier to fulfill any given obligation”. If the development is not delivered at the site on the imperative date fixed in the order, payment will be suspended.

ARTICLE 16 – Compliance and quality of services

MBAviation shall have the right to refuse services which do not comply with the order and shall notify such refusal in writing. The Supplier shall, if necessary, take back the rejected goods or products at its own expense within a maximum of 20 days from notification of the refusal. In addition, the Supplier shall be considered fully responsible, in respect of MBAviation, for any harmful consequences of any possible lack of conformity and quality of the goods, products or services delivered, in both qualitative and quantitative terms, and undertakes, as a result, to compensate MBAviation entirely for the resulting damage.

Article 17.- Acquisition of intellectual property of the ordered developments

MBAviation shall acquire full intellectual property of the ordered developments as and when they are realized. To this end, the Supplier shall transfer all its ownership rights to the software, reproduction and representation rights, adaptation, arrangement, translation, and distribution rights, right of rental, rights of exploitation in all its forms. Intellectual property includes source code, object code, libraries, analysis records and documentation. The full ownership rights granted by the Supplier allow MBAviation: – to install, make use of, reproduce and exploit all or part of the services as widely as possible, and to make any adaptation or modification either on a personal basis or for the benefit of a third party, in return for payment or free of charge, for the purpose of carrying out any form of processing or operation, in any way whatsoever, without paying any license fee or requiring authorization from the Supplier; – to reassign to third parties, free of charge or for payment, all or part of the developments, in any form, including by transfer, license, concession or any type of contract, in any form, temporarily or definitively, without paying any license fee or requiring authorization from the Supplier; – to designate developments according to the name of its choice, without paying any license fee or requiring authorization from the Supplier. As a result of this transfer, the Supplier shall no longer have any right of exploitation, use, reproduction, marketing and/or disclosure, by any means whatsoever, of all or part of the developments produced, nor any retention of a copy, its source or object codes, of its libraries and its documentation, nor any reproduction in any form of all or part of the developments made shall be authorized. This transfer is granted for the duration of the intellectual property rights to the services and for the entire world. The Supplier expressly exempts MBAviation from distinguishing the transfer price of the intellectual property rights from the price of other services or transfers. The prices of the developments have been agreed with intellectual property included.

Article 18.- Subcontracting

MBAviation chooses its partners “intuitu personae”, considering their own know-how and skills. Accordingly, the Supplier undertakes to perform this contract personally, and expressly prohibits recourse to subcontractors, except as an exceptional measure, and subject to the prior written authorization of MBAviation which shall, in accordance with the subcontracting law of December 31, 1975, approve the subcontractor and its payment terms. The Supplier shall then assume responsibility for the compliance with these GCPs by its subcontractor.

Article 19.- Transfer of the supply contract

MBAviation chooses its partners “intuitu personae”, the Supplier prohibits, on the one hand, from transferring, for any reason and in any form, with or without payment, the supply contract or any of their rights and obligations to a third party and, on the other hand, from entrusting any third party with the performance of all or part of their contractual obligations. The supply contract may not be transferred to the transferee of the Supplier’s business. By way of derogation from the prohibition of transferring the supply contract and notwithstanding the payment of penalties by the failing Supplier, MBAviation may substitute a competitor three weeks after sending a formal notice by registered letter with request for a notice of receipt which remains without effect. By explicit agreement, the Supplier undertakes not to act in infringement or unfair competition against this third party and is obliged to provide it with all the rights and information necessary for the continuation of the services in progress. It is expressly understood that the financial burden of this substitution will be borne by the Supplier, without prejudice to any damages which MBAviation might claim.

Article 20.- Liability – Guarantee

The Supplier guarantees MBAviation against any defects or faults, whether apparent or hidden, arising from a design error, a defect in material or workmanship and making the ordered services unfit for their use and purpose and will indemnify the Buyer for any material or immaterial damage, directly and indirectly resulting from them, including damages of any kind to persons and/or property. The Supplier shall, therefore, carry out any corrections, repairs or replacements that may be necessary at its own expense. Finally, MBAviation shall benefit from the manufacturer’s guarantee for the delivered materials where applicable. It is the responsibility of the Supplier to subscribe at its own expense the insurance guarantees necessary to cover the products until their arrival at the agreed place for delivery and the responsibilities incurred as a result of the execution of the orders for all bodily injury, both material and immaterial and to justify them to the Buyer, at the first request of the latter. The Service Provider shall take responsibility for correcting errors and for the replacement of any defective elements, as well as for rebuilding the damaged software files.

ARTICLE 21 – Insurance

The Supplier shall be held liable in the event of failure to perform the service, which is the subject of this contract. The Provider declares that it is insured for its professional civil liability with a company known to be solvent for all material and immaterial damages resulting from the execution of the service by its staff or associates. This insurance includes, but is not limited to, hardware, computer programs and files, data restoration, damage resulting from malfunctions and unavailability of hardware, computer programs and files, data restoration, damage resulting from malfunctions and unavailability of computer programs owned by MBAviation and for an amount per claim: – unlimited for personal injury; – capped at 30 million Euros for intangible or immaterial damage. The Supplier agrees to maintain these guarantees throughout the term of this Agreement and to provide proof of such guarantees to MBAviation upon request.

ARTICLE 22 – Compliance with legislation

The Supplier guarantees that the services delivered do not constitute a violation of any intellectual property right or any act of unfair or parasitic competition. As such, it undertakes to defend MBAviation and to bear all costs against any claim directly relating to the services and their normal use, provided that it has been promptly notified by MBAviation and that the alleged violation does not relate to modifications or additions made by MBAviation. If all or part of the services is found to constitute a forgery or other infringement of the rights of a third party, the Supplier shall either provide MBAviation with another service having the same functions within a time frame compatible with MBAviation’s business, or obtain the right to continue using the benefits for MBAviation at its own expense, or refund to MBAviation the price collected for the services. These choices are at the sole discretion of the Supplier, notwithstanding MBAviation’s right to seek compensation for its loss. For its part, MBAviation undertakes to immediately notify the Supplier of any infringement of the services of which it might be aware, the Supplier being free to take any measures it deems appropriate. The Supplier guarantees the conformity of its products or services with French legislation, including the General Data Protection Regulation.

Article 23.- Nullity and independence of clauses

The possible annulment of one or more clauses of this GCP by a court decision, by an arbitral award or by mutual agreement between the Parties, shall not infringe its other stipulations that will continue to produce their full effect. In the event that its cancellation renders the execution of one or more of the clauses of this Convention impossible, the Parties shall attempt to conciliate in order to establish a new clause whose spirit and letter shall be as close as possible to the previous clause, the other terms of this GCP shall remain in force. Otherwise, or if the economic balance of the Convention was fundamentally disrupted, the Parties may, by mutual written agreement, observe the cancellation of the services in progress in their entirety.

Article 24.- Termination of supply contract

1 – Termination for excessive revised prices, notwithstanding the termination clause for breach of a party’s obligations set out below, may only occur 30 days after the sending of formal notice declaring the intention to apply this clause, notified by registered letter with a request for a notice of receipt or any extrajudicial process. 2- Termination for the severe breach of any obligation: In the event of any sufficiently serious violation of any of its obligations, MBAviation may, notwithstanding the Termination clause for breach of any of its obligations set out below, notify the termination for breach of the present terms by registered letter with request for notice of receipt, if the execution remains ineffective 30 days after sending formal notice in accordance with the provisions of Article 1224 of the Civil Code. 3- Termination for failure of the Supplier to comply with one of its special obligations. In the event of the Supplier’s failure to comply with the following obligations: Confidentiality, non-competition, non-solicitation of personnel, non-subcontracting and insurance referred to in sections 9, 12, 13, 18 and 21 of this GCP, the supply contract may be terminated at MBAviation’s discretion. It is expressly understood that this termination for failure by the Supplier to fulfill its obligations shall take place as a matter of right, the formal notice resulting solely from the failure to fulfill the obligation, without summation or execution of formalities.

Article 25.- Tolerances

It is formally agreed that any tolerance or waiver by MBAviation in the performance or non-performance of GCPs, regardless of the frequency and duration, shall not be deemed to waive or generate any right to the benefit of the Supplier.

Article 26.- Legislation – Disputes

Notwithstanding any provision to the contrary of the Supplier’s general conditions of sale, or any of its commercial documents (delivery notes or invoices in particular), the supply contract is subject to French law only and all disputes relating to MBAviation’s orders shall be within the exclusive jurisdiction of the Nice Commercial Court.