Terms of Use

This translation is provided for information only. The French version is legally binding.

PREAMBLE

HALLAIS & BERTHELOT (hereinafter the "Company"), SAS, with a share capital of €1,000, whose registered office is located at 5 Rue Pierre-Joseph Colin in RENNES (35,000), registered in the Register of Commerce and Companies of Rennes under number 100 858 547, represented by its President, Mr Denis BERTHELOT, and its Director General, Mrs Laura HALLAIS, developed a wine management platform called MON CHAI (hereinafter "Mon Chai"), accessible via the following website: https://monchai.fr/.

MON CHAI allows tracking the traceability, production, stock, sales, tracking of records (hereinafter "Services") of farms and wine products to wine-growing operators (hereinafter "operators").

Under these General Conditions of Use (hereinafter referred to as "the CGU"), the Company and the Operators will be individually referred to as the "Party" and collectively referred to as the "Parties".

By accessing and using the Mon Chai platform, Operators fully accept these CGUs.

SUBJECT MATTER

The purpose of these GTCs is to frame the contractual relationship between the Company and the Operators, to set the rights and obligations of the Company on the one hand and the Operators on the other, in the context of the use of the Mon Chai platform.

TERM

These GTCs shall apply for a period of twelve (12) months, renewable for periods of the same duration.

ACCESS TO PLATFORM

ACCEPTANCE OF THE GUU

The CGUs are a binding agreement, which are accessible at any time on Mon Chai and will prevail, in the event of an objection, on any other version or other contradictory document.

The use of the Services is conditional upon acceptance of and compliance with these Terms and Conditions. Thus, to create an account, the Operator must certify that he has read the Terms and Conditions and check the box "J" accepts the terms and conditions of use.

The Company reserves the possibility to unilaterally modify these CGUs. L的Operating is informed of the modifications of the CGUs by the publication of the amended CGUs and by the notification sent to it by e-mail with each modification.

The amended EGUs shall enter into force within ten days (10) from the date of dispatch of the notification and shall, at the end of that period, be effective against the Operators.

ESTABLISHMENT AND DEPRESSION OF A ACCOUNT

The establishment of an account by the Operator is necessary to continue using the Services and to monitor its operation.

The operator registers by informing his personal information: name, first name, e-mail address, password and possibly telephone number. The operator must also provide his professional information: region of the exploitation, professional function, possible designation, size of the holding and number of employees on the holding. The account is accessible once the latter has confirmed its registration by clicking on the link on the confirmation email, sent to the e-mail address provided when the registration is made.

The password chosen by the Operator shall contain at least 8 characters, including a capital letter, a tiny letter, a special character and a number. It is advisable for the Operator to implement a password management policy, including regular updates and strict confidentiality.

The Company's liability cannot be sought in the event of loss or fraudulent use of the Operator's password. L-Operating is solely responsible for the activity in its account and the confidentiality of its identifiers. It is also responsible for any use of its account by a third party.

L-Operating may, at any time, delete its account. To do so, it will enter its password in the "Delete My Account" page provided for this purpose. The deletion of the Account of the Operator will result in the deletion of its personal information.

AVAILABILITY AND AMENDMENT OF THE PLATFORM

Access to Mon Chai is possible 24 hours a day and 7 days a week, except in the event of force majeure, failure or maintenance necessary for the proper functioning of Mon Chai. As such, the Company is required to provide resources.

The Company undertakes to put in place all the technical means it has known to allow for permanent use and under the best possible conditions of the platform, except in cases where access and/or use of the platform is compromised by force majeure or by a possible failure.

The suspension of the use of or access to the Services is possible in the light of an update operation or any other maintenance operation necessary for the proper functioning of the Services.

L-Operating acknowledges and accepts that the Company is entitled to change the name, functionality and technical details of the platform, so that the Operator does not acquire, at the time of downloading or creating an account, any warranty on the features that, could be deleted or modified by the Company.

SERVICES

DESCRIPTION OF SERVICES

The Company makes available to the Service Operators on the Mon Chai platform. The Company undertakes to provide the following Services:

IMPLEMENTATION OF SERVICES

In this context, the Operator undertakes to use the Services in a consistent manner in accordance with these Terms and Conditions, applicable laws and regulations.

Therefore, the Operator undertakes not to attempt to circumvent the security measures put in place by the Company and not to use Mon Chai in a manner that could compromise the security or integrity of the Services.

Any misuse, fraudulent or unlawful use of Mon Chai may result in the suspension or termination of the Company's Account.

FINANCIAL MODALITIES

In return for the use of Mon Chai made available by the Company, the Operator undertakes to pay a subscription of () euros HT per month, corresponding to the provision of the Services on the platform.

All fees will be charged in excess of the rate in effect on the date of payment. All payments will be made on the ___________ platform, integrated on the Mon Chai platform.

Payment is made by the Operator prior to the provision of the Services and is necessary in order to access the platform

In the event of late payment, the Company will send a notice to the Operator to pay the price of the subscription to the Services. If the Operator fails to perform the service within fifteen (15) days of receipt of the mail, late payment penalties may be charged by the Company. These penalties will be calculated as follows: outstanding amount X legal interest rate on settlement day X number of days late / 365.

In addition to the late payment penalty, the non-payment of any sum will automatically result in the payment of a lump sum payment of €40 as recovery costs.

It is expressly agreed that the amount of subscription requested by the Company from the Operator under these Terms of Reference may be revised annually. The revised amount will only be applicable to the Company at the end of the new contractual term.

OBLIGATIONS OF THE PARTIES

OBLIGATIONS OF THE EXPLOITANT

L-Operating undertakes to use Mon Chai in a legal manner consistent with its destination and with these CGUs.

L-Operating undertakes to observe reasonable conduct on Mon Chai, including by prohibiting offensive, discriminating, defamatory, sexist, hateful, otherwise unlawful or inappropriate statements and content.

L-Operating undertakes to respect the intellectual property rights of the Company and third parties.

L'Operating undertakes to provide accurate information to the Company. L'Operating is solely responsible for the direct or indirect harm that it is likely to suffer as a result of inaccurate, incomplete, and/or misleading information that it would provide when registering and using the Services on the Platform.

CORPORATION OBLIGATIONS

GENERAL OBLIGATIONS

The Company will make its best efforts to provide Mon Chai according to the characteristics, including availability, formulated above. As such, the Company is required to provide resources.

The Company reserves the right, if it is aware of any information not in accordance with the law, good conduct, or these Terms and Conditions, and in particular the article "Intellectual Property", to suspend or suspend the Access of the Operator on its behalf.

SECURITY GUARANTEE

The Company will make its best efforts to make Mon Chai available in accordance with the rules of art in order not to alter the data.

The Operator acknowledges that it is not possible to guarantee, inter alia, that prior art:

the absence of malicious intrusion into its information system;

• the absence of destruction or alteration, including by virus and/or modification of data, software and software packages used by Mon Chai;
• the absence of bandwidth fluctuations and fluctuations from the access provider.

The Operator acknowledges that he is fully liable for any fraudulent, abusive or unauthorized use of his account, including if it results from negligence.

INTELLECTUAL PROPERTY

The Company declares that it has all the rights necessary to perform its contractual obligations in a manner consistent with the law. As a result, the Company retains all of its rights over Mon Chai, its source codes, its graphic charter, its texts, visuals, illustrations, logos, graphic elements, its interfaces, its know-how, its brands, its logos, its business name and all related documentation.

The Company consents to the Exploitation of a limited, personal, non-exclusive, non-transferable and non-transferable right of Mon Chai for the sole purpose of providing the Services. As such, the Operator acknowledges that it may use Mon Chai only within the scope of the Services, for its professional purposes and on its own behalf, excluding any use on behalf of third parties.

Any inappropriate content of the Operator that is not in compliance with the obligations of the Operator may be removed by the Company and may result in the deletion of the Operator's account without notice.

Any use not in accordance with the foregoing shall expose theUsing Party to legal sanctions for infringement, in accordance with articles L.335-2 et seq. of the Intellectual Property Code.

PROCESSING OF PERSONAL DATA

The Company shall act as processing manager in accordance with the applicable rules on the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (hereinafter ‘RGPD').

In the context of the management and operation of Mon Chai and in particular with regard to the provision of the Services, the Company has a legitimate interest in processing the personal data of the Operators. The Company collects in particular identification and contact data (name, first name, e-mail address, telephone number, postal address, address of the operation, etc.).

L-Operating is solely responsible for the quality, legality, relevance of the data and content it transmits to the Company.

The Company undertakes to collect only the personal data strictly necessary for the purposes mentioned above (invoicing, communication, customer relationship, management of operations and products, ...), and to store them on servers located in countries of the European Union territory.

The Company undertakes to process personal data only for the purpose of providing and managing Mon Chai and in accordance with its contractual commitments and the regulations in force. The Company shall ensure that access to the personal data processed is limited to strictly authorized personnel and that they are kept for a period strictly necessary for the performance of the Services.

The Company undertakes to preserve the confidentiality and integrity of personal data, including by its personnel authorised to process personal data. The Company shall ensure that persons authorised to process personal data have personally undertaken to respect the confidentiality of such data or are subject to an appropriate legal obligation of confidentiality.

The Company shall implement appropriate technical and organisational measures to ensure security and protect personal data against damage, loss, destruction, unauthorized disclosure and/or unauthorized access in an accidental or unlawful manner. The Company undertakes to notify and indicate the nature of the violation, the estimated number of persons affected by the violation, the contact details of the contact point capable of providing information on the violation, the likely consequences and the measures taken to mitigate the possible consequences of the data breach as soon as possible after having become aware of it.

RESPONSIBILITY

The Corporation declares that it is regularly insured

The Parties agree that the liability of the Company, whatever the basis, may be incurred only for direct damages suffered by the Operator as a result of a contractual fault attributable to the Company and duly demonstrated.

In any event, the Corporation will not be responsible for:

indirect and/or unpredictable damage;

• d) abnormal, illegal and/or non-compliant use of Mon Chai by an Operator;
• d Mon Chai
• damage resulting from or related to the unavailability of Internet connection services or other Internet network functions;

d-a failure to access Mon Chai not attributable to the Company;

• loss of turnover, expected profits or savings, loss of data or costs of implementing alternative technologies or services even if the Company has been aware of the possibility of such damage occurring;
• more generally, damages in respect of which any breach of these CGUs by an Operator or the act of a third party has occurred;
• analyses, lots and advice provided by the Company, even in the event of error and/or omission;
• the content of the information transmitted by an Operator, in any way whatsoever.

No proceeding, action or request shall be brought by any of the Parties more than twelve (12) months after the discovery of the facts, and each Party shall minimize its own damage by taking appropriate and reasonable measures.

The provisions of this article survive the expiration and breakdown of the EMCs for any reason.

MAJOR FORCE

The Parties shall not be liable for loss, damage, delay, non-performance or partial execution resulting directly or indirectly from a case which may be interpreted by a French court as a case of force majeure (hereinafter referred to as the "Force Majore Case").

In addition, the Parties agree that a Major Force Case will include, without this list being exhaustive, the following events: war, explosions, vandalism, riots, popular movements, acts of terrorism, machine break, fires, storms, water damage, total or partial strikes, confinements, acts of government, Amendment of the regulations applicable to these EGUs, removal, blocking of means of transport and supply of telecommunications networks, blocking of computer networks, failures of the public electricity distribution network, loss of Internet connectivity, which may prevent or hinder the execution of any order.

The Party whose performance is prevented by a Major Force Case will be discharged from its obligations as long as the latter persists and will continue to take reasonable steps to resume its obligations. The Commission shall immediately inform the other Party by any means and shall describe, at a sufficient level of detail, the circumstances which led to the Major Force Case.

In any event, the Parties shall endeavour, to the extent possible, to mitigate the effects of the Major Force Cases and to communicate and collaborate regularly together in an attempt to organize the continuation of the MCUs.

If one of the Major Force Cases prevents, disrupts or delays the execution of the MCUs, for more than thirty (30) consecutive days, either Party may at any time terminate the MCUs by sending the other Party a registered letter with notice of receipt, without any penalty or compensation for either Party.

TRANSFER

The Company may transfer, without the need to inform the Operators beforehand, the contractual arrangements to any legal person pursuing the Company's business in the event of a merger, acquisition, or sale of the whole, or of a substantial part of the Company's assets.

INDEPENDENCE

Each Party shall maintain its full and complete independence.

Nothing in these EGUs shall be considered or construed as creating a joint partnership between the Parties, an employer-employee relationship or establishing a principal-manager relationship.

SUBCONTRACTING

In the course of operating Mon Chai and providing the Services, the Company may use subcontractors to provide certain essential features, including but not limited to:

Processing of payments (via )

;

Hosting the platform (via ).

The Company undertakes to select subcontractors that meet applicable security and confidentiality standards, in accordance with the RGPD and any other applicable legislation.

Users' data may be transmitted to subcontractors only to the extent necessary for the performance of services. Each subcontractor is contractually bound to ensure the protection, confidentiality and integrity of the data in accordance with legal obligations and industry standards.

Any significant modification of subcontractors involving substantial processing of personal data will be the subject of prior information to users in accordance with the applicable regulations.

NULLITY

If one or more provisions of these GTC are held invalid or declared as invalid pursuant to legal, regulatory or final decisions of a competent court, the other provisions of these GTC shall remain in force.

DIVISIBILITY

Any other contractual document between the Company and the Operators shall have no effect on the EGUs. Accordingly, in the event of the nullity, termination, termination or termination of any contract other than the EGUs, the latter shall continue to bind the Parties in the conditions and terms they provide.

LAVING-AMIABLE REGULATION

In the event of a dispute, dispute or claim arising from or relating to these Terms of Reference (including any dispute concerning their validity, interpretation, enforcement, breach or breach (hereinafter referred to as the "Dispute"), the Parties shall attempt to bring such Dispute before the court referred to in Article "Applicable Law and Territorial Jurisdiction" to find an amicable solution to their Dispute.

First, one of the Parties will send a request to the other Party for a conciliation meeting by registered letter with notice of receipt (hereinafter referred to as the "Notice of Conciliation").

If an agreement is reached within thirty (30) days of receipt of the Conciliation Notification, it shall be formalised in writing and signed by the Parties, and such written and signed agreement shall be considered an amendment.

If the parties have not found a friendly solution within thirty (30) days of receipt of the Notice of Conciliation, they shall recover their freedom of action.

APPLICABLE LAW AND TERRITORIAL COMPETENCE

These GUCs are governed by French law, both for the rules of form and for the substantive rules. In the event of a translation into a foreign language, only the French version of the GUCs will be authentic.

In the event of a dispute arising from these Terms and Conditions, including their validity, interpretation, execution, failure or termination, the Parties shall endeavour to settle their dispute amicably under the conditions set out in the "Amicable Settlement" Article above.

IN DEFECTION WITH AMIABLE AGREEMENT IN THE TIME FOR PROVIDED FOR AUDIT ARTICLE, EXPRESS COMPETENCE IS ATTENDED TO THE TRIBUNALS OF THE COURT OF APPEAL OF RENNES (EXCLUSIVE COMPETENCE RECOGNIZED TO A DIFFERENT JURISDICTION), NOT APPLICABLE TO DEFENDERS OR APPEAL IN GUARANTEE, TO EMERGENCY PROCEDURES OR CONSERVATORY PROCEDURES IN REFERENCE OR IN REQUEST.

Contact of MON CHAI: contact@monchai.fr.