General Terms And Conditions Of Sale

I – GENERAL REMARKS:

For the need to resell/supply hardware and software (“Product”) and/or services related to the Product (“Services”) to their own clients (“End-Client(s)” or “End-User’(s)”), resellers (“Customer(s)”) may order such Product and Services to EXCLUSIVE NETWORKS entities belonging to EXCLUSIVE NETWORKS Group (“Provider”). Then, these GTS apply to sell/supply by Provider to Customer of Product and/or Services chosen by Customer considering its expertise.
Placing an order by Customer automatically entails acceptance of these General Terms of Sale (“GTS”) and, where relevant, of the special conditions specified and agreed in written at the time of the order.  
No additions, omissions or modifications to any of the provisions of these GTS will be binding on Provider without its prior written approval. 
Any clauses or specific conditions on Customer’s Purchase order, or in any kind of other documentation, that are in contradiction with these GTS are not applicable, except with the express written approval of Provider.
It is agreed and understood that Customer’s use of the Products or Services is subject to Customer’s continuous compliance with terms and provisions set forth under this GTS.

II – OFFER AND ORDER:

Following a request for proposal by Customer to Provider, the latter may issue an offer (‘Offer”) which is valid within the limits of the option period which, unless otherwise stipulated in the Offer, during fifteen days starting from the presentation of the Offer. Any information on the catalogues, manuals and price lists is for information only; Provider may make changes to it at any time without notice.

If Customer agrees on the Offer, he will issue an order which only becomes valid and binding after its approval by Provider, and the latter may notify its refusal of the order within five working days of its receipt. Any order not expressly accepted by Provider should be considered refused, regardless of the number of days.
Any changes to the order notified by Provider during this period shall be considered accepted by Customer, unless Customer notifies Provider of its opposition in writing within three days starting from the date of the notification. In the event of a change, the order shall only be considered final upon receipt of Customer’s consent, or on expiry of this three-day period. In the event of a modification of any kind (designation, quantity, etc.) to an order already received and confirmed by Provider, the conditions granted previously cannot be extended without Provider’ consent.
An order accepted may, nonetheless, be cancelled by Provider should Customer fail to fulfil their obligations arising from article XIV or indicated in the article X.
An order accepted by Provider shall not be cancelled, modified and/or amended by Customer. 

III THE PRODUCTS AND SERVICES ORDERED:

The Offer and invoice itemise the Products and the Services ordered. These Products and Services are sourced by Provider from different suppliers/ software providers (“OEM(s)”). 
It is agreed and understood that Provider shall not be liable for any misinterpretations and/or errors regarding the nature, functionality and/or capabilities of the Products and/or Services ordered by Customer

•    Hardware sales
Provider distributes hardware sourced from different OEMs, for whom Provider is the authorized distributor. The technical characteristics and documentation of this hardware is the responsibility of the OEM and is handed over as is by Provider. Customer undertakes to forward relevant documentation to end customer/s.

•    Supply of software
Provider distributes to Customer the software programme as a standalone solution or as integrated into hardware sold. 
The conditions under which the relevant license for the software is granted, and the obligations Customer and/or end customer accept vis-à-vis the OEM of the software concerned, will be detailed in a licence agreement issued by the software OEM itself and/or sent along with the invoice (called by OEM’s end user license agreement – “EULA”). Customer commits to communicate the terms of this EULA to its End - Client/s and to inform them that this EULA applies to the use of the software. 
In the absence of a licence and specific conditions, the right to use the software ordered or installed in hardware distributed by the Provider is limited to the operational implementation and use of a single copy of this software, according to its documentation with the exclusion of any right of reproduction, modification or correction of errors. Provider is not, under any circumstances, responsible for any problems that may affect the software, nor for the temporary or permanent discontinuation, by the OEM. Provider shall therefore not be liable for any issues arising out of updates, modifications, patches provided by the OEM, such as but not limited to incompatibility to existing systems or infrastructure, operational disruption, or loss of data. Any claims and/or disputes arising out and/or in connection to third party software must be directed to the relevant software OEM, as set forth in the relevant the OEM’s documentation.

•    Documentation from OEM 
Customer agrees to strictly comply with all operational, technical and usage guidelines and rules as detailed and set forth in the documentation (including EULA, or License agreement as the case may be) provided by OEM and handed over as is by Provider and/or necessary to use the Products and/or concerning managed security services arrangements.
Customer acknowledges that failure to comply with OEM’s documentation may affect the use of the Products, and the right to use the software (such as, but not limited to voiding warranties, limiting the indemnification in case of IPRs issues, limiting the availability of services and/or the performance of related services, resulting in malfunctions). Furthermore, Customer hereby undertakes to ensure that its End-Clients are informed and shall comply with all relevant documentation as set forth under this clause, assuming full liability thereof. Provider shall bear no liability for any damages; losses claim disputes arising out of Customer and/or its End-Clients non- compliance with the above detailed documentation. Services:
When the Products are subject to a maintenance or technical care or update services from their respective OEM, ordering them from Provider entails the ordering of such services, together with the financial conditions detailed in the Offer and the invoice.
Provider may also provide itself or via the OEM or a third party, additional services, such as installation, which will be subject to a separate order at conditions stipulated in the Offer and the invoice. Provider will not be responsible for the services provided by any third parties.
Customer agrees to fully cooperate with Provider and or its third-party suppliers to enable timely and efficient performance of the Services. Failure to do so may result in delays or additional charges for Customer, for which Provider shall bear no liability. Services shall be deemed accepted upon completion unless Customer notifies in writing otherwise within 5 (five) days and/or the different term as specified in the relevant order of completion.  Provider may, at its discretion, rework the related services and disclaims all express or implied warranties related to the outcome of related services. The binding terms and scope in which the services are performed are the terms and conditions as delivered by their Providers.

IV – INTELLECTUAL PROPERTY

The distribution of hardware or the supply of software ordered from Provider does not grant Customer and its End-Clients any intellectual property rights, ownership right and/or title associate with such hardware or software or related documentation. All intellectual property rights shall remain exclusively with the respective OEM. Customer therefore agrees, and undertakes to ensure its End-Clients  will agree to use Products strictly in compliance with the terms detailed in the relevant documentation form which OEM will guarantee to Customer , and its End-Clients,  against any breach of quiet possession due to a third party claim affecting an intellectual property right and with the consequence of a restriction or prohibition of use of the hardware or software supplied. Customer shall indemnify Provider for any claims, losses or damages arising out of or in connection to its or its End-Clients breaches of the provisions under this clause. Provider shall not be liable in any way for any problems arising from the operation, introduction or maintenance of software that it did not supply. Excluding the right to use a copy of the software as indicated above, any further liability relating to the rights (and obligations) to the software is solely on its OEM’s side.

V- FINANCIAL CONDITIONS

•    5.1. Price
Products will be invoiced at the Provider’s rate valid on the date of acceptance of the relevant order Prices are exclusive of indirect tax; any indirect taxes, delivery charges, shipping, packaging and insurance will be invoiced in addition, at the rate applicable on the date of sale or delivery. Orders for special Services and Products not on Provider’ price list shall be invoiced at the price stipulated in the Offer. Provider may from time to time change the price of Products also as a result of changes from the OEM.

All payments made under this Agreement shall be made without any deduction or withholding for or on account of any taxes, unless required by applicable law. Each Party shall be responsible for its own taxes.
•    5.2. Billing 
Acceptance of these GTS implies Customer’s express agreement to receive, where relevant, electronic invoices in substitution of paper invoices from Provider. 
Without prejudice to Customer’s rights to seek correction of the received invoices, it is agreed and understood between the parties that if Customer does not dispute invoices within 15 (fifteen days) from date of receipt, such invoice shall be deemed accepted by the said Customer and payment is to be made on the date which is calculated as: invoice date + payment terms days. 
Customer acknowledges and agrees that Provider may assign all or a portion of the receivable arising from an order as defined and finalized under clause II of these GTS to a financing institution.
 
•    5.3 Payment terms 
For Customers who do not have an account with Provider (credit limit), payment is due at the point of placement of the order. 
Requests to open an account should be accompanied by the usual banking and commercial references as well as documents permitting an analysis of solvency. 
Except under specific conditions, payments with granted credit limit are due at 30 days from date of invoice. Drafts submitted for acceptance and promissory order shall be prepared or returned within a reasonable time following their receipt, In accordance with the Bills of Exchange Act 1882.  
Payments cannot be made in cash.
Except under specific conditions, it is agreed that in case of Customer which do not make payments on a daily basis, periodic payment will include all invoices that have become due and will become due before the next periodic payment date. Customer shall pay Provider’s invoices on the respective due dates in full in cleared funds, without set-off, counterclaim or deduction of any kind.  The obligations to pay all amounts due are absolute and unconditional and shall not be subject to any abatement, reduction, set-off, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever.

•    5.4. Failure to pay
If a Customer fails to pay any invoice by its due date, EXCLUSIVE NETWORKS shall be entitled to charge interest on the overdue amount from the due date until payment is made, at a rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
In the absence of payment of a single instalment (or of a single bill on the due date), the entire amount of the sums owed by Customer to Provider shall immediately become payable. In addition, Deliveries, orders and statements of work in progress may be suspended until payment is made. The sale will only be completed and title transferred on full and final settlement of the invoices.
Should Provider be forced to demand payment of invoices, even if simply by registered letter, a minimum indemnity of 10% of the amount of the debt shall be due by Customer as a penalty, starting from the due date of the invoice. 
When the collections costs incurred are greater than the amount of this flat-rate fee, Provider may require an additional indemnity, backed up by supporting documentation.
In addition to the provisions stated above, Customer hereby also acknowledges and also undertakes that, upon late payment and/or payment default by Customer, the Provider may require Customer to assign to it its receivables from its end Customers and/or to novate the deal to another reseller to carry on activities for the end Customer

•    5.5. Specific financial conditions applicable to multi-year deals.
Customer acknowledges and agrees that entering into multi-year deals constitute a binding commitment to fulfil all associated payment obligations for the entire duration of such deal, regardless any usage, business performance and/or early termination by its end-customers. 
Provider may require Customer to provide a specific guarantee (bank guarantee or parent company guarantee) to secure the Customer financial commitments related to a multi-year deals.
In no event shall Customer be relieved of any payments related to multi-year deals. Customer acknowledges and agrees that payments made under a multi-year deal are non-refundable. 
Customer shall not be entitled to any probation or credit for any unused portion of the products, including in case of early termination.
In addition to the provision set forth in the clause 5.4, failure to pay any of the agreed amounts and/or instalments on their due date shall entitle Provider a) to request immediate payment of all remaining amounts under the multi-year deal, which will become immediately due and payable, and b) to suspend any delivery of the Products to Customer or terminate a binding commitment with the right to all amounts indicated in the point a).
Provider at its sole discretion may also decide to terminate any order with Customer and seek for any damages thereof.

VI – DELIVERY TIMES:

The delivery times communicated to Customer are given as an indication or guideline only, as Provider is dependent on its own OEM suppliers and parties agree that delivery time is not of essence.
Provider is entitled to suspend or cancel a delivery in serious circumstances, and in particular in the following cases:
– should Customer fail to comply with the agreed payment terms;
– should Customer fail to provide Provider in a timely manner with the technical, financial or commercial information or specifications, necessary for dispatch;
- does not obtain or has lost the ability to purchase with deferred payment (credit limit);
– in the case of Force majeure or events such as social strife, epidemic, war, requisition, fire, flood, tooling accidents, significant scrapping of parts during manufacture, interruption or delays in transport, or any cause leading to a partial or total work stoppage at Provider or their OEM suppliers. The possible prohibition on exports pronounced by the government of the country of origin of the hardware is considered, among other things, as a case of force majeure
In any case, the time for obtaining administrative permits and carrying out formalities is added to the delivery time communicated to Customer.

VII – TRANSPORT AND DELIVERY:

For deliveries in the United Kingdom of hardware products, Customer mandates Provider to organise the transport of said products to the delivery address according to the information communicated by Customer.
For deliveries in the mainland United Kingdom, the DAP Incoterm is applicable by default. The CIP Incoterm (according to Incoterms 2020) is applicable if the place of delivery is outside mainland United Kingdom. The Parties in the accepted order may also agree on a different Incoterms formula in a separate written agreement if required. Provider is not responsible for delays in delivery due to causes that are beyond Provider’ direct control and influence.
In the absence of any special purchase conditions on Customer’s purchase order, the goods are deemed delivered to Customer at their head office. They are dispatched with carriage and packaging the responsibility of Provider. Insurance is provided by Provider up to Customer delivery; these costs are invoiced as a fixed price. 
No recourse may be exercised against Provider, the forwarding agent or the haulier (carrier) for losses, spoilage or damage incurred by the goods, unless an official report with irrefutable probative force has been sent to the haulier (carrier) or the forwarding agent within two days and Provider formally notified within the same time period. 
The accessibility and layout of the premises intended to receive heavy, cumbersome equipment must be ensured in a timely manner by Customer; Provider shall not bear the cost of this under any circumstances.

VIII – RETURN OF PRODUCTS:

No Product can be returned without the prior written agreement of Provider. 
Returns with Provider’ approval only concern Products that have not been modified or altered and must be done in the original packaging. Customer shall be liable for maintaining the original package of the products. The costs of transport and re-warehousing are the responsibility of Customer. 
Customer should return the equipment within eight days after obtaining the consent of Provider or within the different term as specified in the relevant order/approval. 
Any credit note, if applicable in relation to OEM’s provisions, will be issued by Provider only upon receipt of the relevant credit note from OEM itself.

IX – TRANSFER OF RISKS AND RETENTION OF TITLE:

Products and or Services title/s shall pass to Customer only upon full payment of their amounts as set forth in the relevant order/s.  The risks of loss, theft or destruction will, nonetheless, be the responsibility of Customer as from receipt of the Products and until full payment of the price for a DAP delivery. 
Any risk related to results, deliverables and any outcomes of related services provided by Provider, shall be transferred to Customer upon (i) acceptance of the related Services by Customer, or (ii)  five  (5) business days , or the term  specified  otherwise in the order,   following completion of related if no written objection is moved by Customer as defined in previous clause III. 
If the Products are resold before full payment has been made to Provider, the latter reserves the right to claim payment of the resale price, at Customer’s expenses, from Customer’s End-Clients.
In the case of a cancellation of an order for Products due to a case of force majeure, or by the Customer; where permitted by Provider, no advance payments already collected shall be refunded by Provider.

X – GUARANTEE:

Customer acknowledges that Products, hardware and software, are guaranteed for a period stipulated in the OEM supplier’s/software Provider’s documentation accompanying such products.
The terms and conditions of each guarantee are defined in the applicable OEM supplier’s/software Provider’s documentation.
The guarantee shall cease immediately if an intervention is carried out for any reason whatsoever by a repairer not approved of by Provider. 
In respect of this guarantee, Provider may facilitate the repair or replacement by the OEM supplier/software Provider, as the case may be, of the product or part which has been recognised as being faulty and returned to the address indicated by Provider. 
In case Provider may facilitate replacement, the return of products under guarantee must have the prior approval of Provider. To this end, Customer shall contact Provider’ support service by telephone. 
If the Product is recognised as being faulty, Provider will give Customer a Product return code. Products recognised as being faulty should be returned in their original packaging, along with the return code. 
Products or parts replaced under the terms of the guarantee shall become the exclusive property of the Provider. 
Interventions under the guarantee do not extend the guarantee. 
This guarantee is exclusive of any other guarantees. 
Customer shall indemnify Provider for any claims, losses or damages arising out of or in connection to any claims, warranties or representations made by Customer which differ from the Product warranty and documentation provided by OEM suppliers/software Provider.

XI – LIABILITY:

Customer acknowledges that they are professionals, and, in this respect, they are knowingly accepting the hardware or software, that are the subject of the agreement between the parties and state that they are adequately informed of the use and intended purpose of the hardware or software, having read, understood and accepted the terms hereunder. 
Provider shall not be held liable for the incompatibility of the hardware or software with other equipment, existing infrastructure or software with which it is intended to be operated. In particular, the Provider cannot be held liable for any direct or indirect, temporary or permanent impact the installation of hardware and/or software and for any software (including defects) may have on an existing installed system. EXCLUSIVE NETWORKS will only be liable for its activities or related services strictly within the limits and in compliance with the terms set forth under this clause and other applicable clauses hereunder.
Customer acknowledges and understands that Provider is responsible only for direct damage caused by the activity of distribution or related services by Provider as set forth hereunder, within the lower from: (a) limit of the loss effectively suffered by Customer due to this fault and (b) the price of the equipment, software or services sold. 
Any losses that are indirect, commercial and due to lost profits, including the loss of data and operating loss, are expressly excluded, as well as are all cases of force majeure.
In the event of the necessity for an update or corrective installation, Customer is informed that Provider cannot act before receipt of said updates and corrections from the OEM supplier/software Provider and cannot be held liable for any delays incurred.

XII – EXPORT CONTROL AND INTERNATIONAL SANCTIONS

The customer undertakes to provide EXCLUSIVE NETWORKS with the name and address of the End User along with the intended use of the products in written form on their PO or via supporting email. EXCLUSIVE NETWORKS cannot be held liable for the Customer’s failure to observe the obligations arising from this clause and the related regulations.

Export Control:
a) The Parties recognize that any information (hardware, software and technology) received pursuant to this Agreement may be subject to Dual-Use export regulation (EU, US or other). In case of an export, transfer, or re-export to another counterpart, this Export Control clause should be communicated by the Customer to their own End Users.
b) If the customer is the End user, Provider will require a certificate of communication from the Customer in which it takes responsibility of communicating the End User if/when the goods are later transferred.
c) When applicable, Customer may be asked to obtain a complete and signed End User Statement to be addressed to the Provider. Including the name, address of the end user, its end use, and any other intermediary party involved. There should be no change to the end user declared to Provider. 
d) In case of a change in End User information, Customer shall inform the Provider, in writing, about this change and must not re-export without the “agreement” of Provider. If Provider has a doubt about the right End User, it must not deliver the items.
e) Customer agrees to maintain full, true, and accurate records of transfer, exports, and re-exports, of Product(s) supplied, purchased, or resold. Customer agrees to provide such export-related records to Provider upon the latter’s request.
f) Customer agrees to implement and maintain appropriate procedures, controls, and systems (automated screening tools) to verify that its customers (as well as their respective directors and UBO) are not subject to the sanctions or blocking or asset-freeze measures.
g) Provider reserves the right to conduct (directly or through any third party) audits of Customer to assess their compliance with this clause.

International Sanctions:
h) Each Party certifies its compliance in all material respects with all applicable foreign and domestic laws and regulations, including Sanctions, pertaining to each jurisdiction in which it operates, and to maintain operational procedures to ensure that it does not breach any applicable Sanction or other law or regulation applicable to it.
i) Customer shall not make any transfer, export, or re-export directly or indirectly, in connection with Office of Foreign Assets Control (“OFAC”) Listed person, EU listed person, EU Member State Listed Person nor Blocked Person, or any sanction list.
j) Each Party represents that neither it nor any of its subsidiaries: 
(i)           is an individual or entity (“Person”) that is, or is owned or controlled by Persons that are the subject of any applicable sanctions issued, administered, or enforced by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United States Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”), or any local sanctions country authority in charge; or
(ii)          will, directly or indirectly, use any benefit derived from this Agreement to fund any activities or business of or with any Person, including a customer, who is subject to Sanctions or in any other manner that would result in a violation of Sanctions by any Person.
k) Any transfer, export, or re-export directly or indirectly, that includes persons and/or entities; that are nationals of or located in Belarus, Cuba, Iran, North Korea, Russia, Sudan, Syria, and the temporarily occupied territories of Ukraine should be formally communicated on written request, to Provider. Provider shall have the right to oppose transfer, export, or re-export, or any misuse for the Defense sector, or a person active in the Defense sector.

XIII – CUSTOMER’S COMMERCIAL COMMITMENTS:

Customer undertakes to apply the best commercial standards as well as the laws applicable in their territory and not to harm Provider’ commercial reputation through the products supplied by them. In particular, Customer undertakes to provide accurate, up-to-date information about the characteristics, performances and possible uses of the products sold by Provider. Customer also undertakes to obtain and renew any authorisations necessary for the sale of the products in the country in which they are established. Customer also undertakes to respect and enforce the intellectual property rights protecting the equipment sold by Provider as well as the software for which a licence is granted
In case of non-compliance to any of the obligations under this clause, Provider is entitled to terminate at its sole discretion any or all orders already in place with Customer. This being the case, all outstanding payments shall become due and payable. Termination shall be subject to any rights and remedies Provider may have hereunder or in law.
In addition, Customer shall maintain strict confidentiality of all proprietary, technical, and business information disclosed by the Provider ("Confidential Information") and shall not disclose or use such Confidential Information except as necessary to perform its obligations herein. In the event of any unauthorized disclosure or use, Customer shall immediately notify Provider upon becoming aware of the breach. The Distributor shall be entitled to injunctive relief in addition to any other remedies available at law or in equity to prevent further unauthorized use or disclosure.

XIV – ETHICS – COMPLIANCE WITH THE LAW:

1. Compliance with Laws – General
1.1 General Compliance Obligations. Both parties agree to comply with all applicable laws and regulations related to the sale, distribution, and support of products purchased under these Terms and Conditions, including, without limitation, any applicable trade compliance, export control, customs, tax, social, labour, anti-bribery and anti-money laundering regulations. Acting in good faith, the Parties shall not take any action that would violate the laws or trade policies applicable to their business relationship. 
The Customer (including, but not limited to, its officers, directors, employees, agents, and subcontractors) declares that it is in full compliance with all applicable tax and social legislation, by making the required declarations and paying the corresponding amounts (taxes, fees, contributions). 
1.2 Subcontracting obligation. The Customer undertakes to strictly comply with, and to ensure that its Subcontractors comply with, the laws in force in the countries in which it operates, as well as all applicable international treaties, laws and regulations relating to anti-bribery, Human rights and labour law, in particular the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work. 
The Exclusive Networks Group has made a formal commitment to comply with and enforce the provisions of the Modern Slavery Act of 2015. Where applicable, the Customer agrees to comply with the Modern Slavery Act and to ensure compliance by its Subcontractors, including the implementation of policies and due diligence procedures to prevent forced labour and human trafficking.

2. Ethics and Anti-Bribery Laws
2.1. Compliance with Law Anti-Bribery Laws. The Customer (including, but not limited to, the Customer’s officers, directors, employees, agents, and subcontractors) agrees to comply with all applicable anti-bribery laws and regulations, including, without limitation, the French Sapin 2 Law, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any other laws, rules, or regulations with the same purpose and similar effects (hereinafter the "Anti-Bribery Laws").

The Customer undertakes to maintain and implement internal policies and procedures relating to ethics and anti-bribery in strict compliance with the laws and regulations in force in the countries in which it operates, as well as international rules on combating bribery, in particular the United Nations Declaration against Corruption and Bribery in International Commercial Transactions and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

In particular, the Customer is prohibited from: (a) taking any action or allowing or authorising any action by a third party in breach of Anti-Bribery Laws, and shall ensure that End-Users comply with applicable Anti-Bribery Laws; (b) offering, promising, giving, accepting, or requesting any money, gift, travel, entertainment, or other advantage for any illegal purpose, including for the purpose of inducing the a Party to obtain or retain an improper contract or any other undue advantage in violation of Anti-Bribery Laws; and (c) directly or indirectly offering, promising, giving, soliciting, or accepting anything of value to or from any public official or agent, government-controlled company, political party, or any other person or entity for the purpose of improperly obtaining a commercial or financial advantage or influencing any act or decision.

The Customer shall not, directly or indirectly, make or authorize facilitating payments (any payment or transfer of value, regardless of amount or form, made to expedite or secure the performance of a routine government action), regardless of whether such payments may be permissible under certain Anti-Bribery Laws. 

The Customer shall implement and maintain an internal anti-corruption compliance program adapted to its business operations, capable of detecting and preventing corruption, and ensuring compliance with Anti-Bribery Laws. 

2.2. Compliance with Exclusive Networks Code of Conduct. The Customer agrees to comply with the values and provisions of the Exclusive Networks Code of Conduct, as made available or communicated by Exclusive Networks. If a conflict arises between local laws and the Exclusive Networks Code of Conduct, the Customer shall notify Exclusive Networks in writing, and the Parties shall find a solution to achieve a compliant outcome while maintaining the spirit and purpose of the Exclusive Networks Code of Conduct.
2.3. Compliance Certification and Ongoing Anti-Bribery Commitment. The Customer certifies that neither it nor its officers, directors, or employees have been formally charged with or convicted of any offence(s) relating to fraudulent bribery (unless previously disclosed in writing to Exclusive Networks). 

To ensure compliance with Anti-Bribery Laws for the entire duration of these Terms and Conditions, the Customer undertakes to: (a) without delay, provide Exclusive Networks, upon request, with all relevant records, information and supporting documentation necessary to demonstrate its compliance with Anti-Bribery Laws, (b) without delay, notify Exclusive Networks of any actual or suspected breach of Anti-Bribery Laws, whether by the Customer, a third party, or in the event it receives any request that may constitute such a breach, of which it becomes aware, (c) without delay, notify Exclusive Networks of any corrective measures implemented in order to remedy such breach, (d) without delay, verify that its Subcontractors and any third parties acting on its behalf also maintain policies and procedures relating to ethics and anti-corruption at a level that meets or exceeds the obligations set out in these Terms and Conditions.

Exclusive Networks shall also have the right, upon reasonable notice, to conduct audits or request third-party audits limited to verifying the Customer’s compliance with the obligations set forth in these Terms and Conditions regarding Anti-Bribery Laws. The Customer agrees to cooperate fully with such audits and to provide access to relevant records and information as required. Such audits may include, where necessary, access to relevant financial records and supporting documentation necessary to verify the Customer’s compliance with Anti-Bribery Laws. 

The Customer shall immediately report to Exclusive Networks any unusual financial arrangements that may reasonably raise compliance concerns under these Terms and Conditions, including but not limited to unusually high commissions, frequent interactions with government officials, use of offshore accounts, or unverified third parties. 

The Customer and its relevant employees shall participate in anti-corruption training programs offered by Exclusive Networks as reasonably requested. 

3. Data Privacy
Exclusive Networks is subject and complies with international regulations regarding data privacy, such as European Regulation 2016/679 of April 27, 2016 (GDPR) as well as local data protection laws in the countries where Exclusive Networks operates. Exclusive Networks implements necessary measures to ensure the security of any personal data communicated. Personal data is collected and used solely for the purposes of Exclusive Networks' commercial, professional and/or legal relations and to enable the identification of its contacts and/or stakeholders. Personal data is retained for the period necessary to fulfil Exclusive Networks’ commercial, professional, and/or legal relations, including for the identification of its contacts and/or stakeholders. Additionally, it is retained as long as required to achieve the purpose of its collection and, at a minimum, for the legal retention period applicable to the relevant documents. Any individual has the right to access, update, rectify and delete personal data concerning them, which may be exercised by contacting Exclusive Networks’ Data Protection Officer by mail at dpo@exclusive-networks.com (or by post at [insert postal address]). Where Exclusive Networks discloses personal data about its employees to the Customer for the purposes of this Agreement, the Customer undertakes to comply with the GDPR and/or any other applicable local privacy legislation, to implement the necessary measures to ensure the security of such personal data, and to use it exclusively for the purposes set out in these Terms and Conditions. If Customer processes personal data on behalf of Exclusive Networks, the Parties shall enter into a data processing agreement or use any other mechanism in compliance with the GDPR.

4. General – Termination 
Notwithstanding any other provision to the contrary in these Terms and Conditions, Exclusive Networks may immediately terminate the business relationship with the Customer (including any associated contracts) in the event the Customer fails to comply with any of the provisions of this clause XIV, without prejudice to any other rights or remedies. In such a case, the Customer shall indemnify, defend and hold Exclusive Networks harmless from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to such breach.
More specifically, in the event that the Customer refuses to cooperate or fails to provide the requested documentation within a reasonable timeframe in the context of an audit request, Exclusive Networks shall have the right to take appropriate measures, including suspending any ongoing transactions under these Terms and Conditions, such as financial incentives, and, where necessary, terminating the business relationship (including any associated contracts). 
In the event of a suspected violation, the Customer may provide evidence that, at the time of the alleged breach, it had implemented and maintained adequate anti-corruption preventive measures adapted to its business operations and capable of detecting corruption. Exclusive Networks reserves the right, at its sole discretion, to consider such evidence before proceeding with contract termination.
Exclusive Networks reserves the right to suspend any ongoing transactions under these Terms and Conditions, such as financial incentives, if it has reasonable grounds to believe that the Customer has breached its obligations under this clause XIV, including any violation of Anti-Bribery Laws. Where necessary, Exclusive Networks may also terminate the business relationship (including any associated contracts).

XV – AUDIT AND INSOLVENCY

Provider shall have the right to conduct an audit of Customer's premises, personnel, books, and records related to the hardware, software or related services, upon no less than ten (10) days' prior written notice, provided that: (i) such audit is conducted at Provider' sole expense; and (ii) the audit is solely for the purpose of verifying Customer's compliance with the information security requirements as notified by Provider from time to time. Any such audit may be performed by Provider or a third-party auditor of Provider' choice. The audit shall be conducted with minimal disruption to Customer's normal business operations and in accordance with reasonable safety and security policies and procedures. If the audit reveals any noncompliance by Customer, Customer shall reimburse Provider for its reasonable costs incurred for the audit, and Provider shall have the right to terminate the relevant Purchase order.
 
Customer shall immediately notify Provider, in the event that Customer becomes insolvent or bankrupt, makes a general assignment for benefit of, or enters into any arrangement with, creditors, files a voluntary petition under any bankruptcy, insolvency or similar law or has proceedings under any such laws or proceedings seeking appointment of a receiver, trustee or liquidator instituted against it. Where permitted by the applicable law, all outstanding amounts owed to the Provider shall become immediately due and payable. Provider shall have the right to terminate this agreement and/or relevant Purchase order with immediate effect and cease any further supply of goods or services. Provider may also recover any delivered but unpaid goods and pursue any legal remedies available to recover outstanding debts

XVI – GOVERNING LAW AND JURISDICTION

These GTS and any contractual documents are governed by the laws of England & Wales. For the sake of clarity, the United Nations Convention on the International Sale of Goods is not applicable

In the case of a controversy regarding the delivery of the Product and the Services, the Parties will meet and try to settle amicably their dispute. The claiming party will invite the other party by a registered letter with acknowledgement of receipt, and both Parties will agree upon a date and the conditions of a meeting at the latest eight (8) days after receipt of the registered letter. The Parties shall make their best efforts to reach an agreement, or, if necessary, to submit their dispute to a technical expert selected jointly.
In case of failure to reach such an agreement, the dispute shall be settled by the Court of England & Wales