Terms and conditions of sale

These terms and conditions, together with the specific conditions arising from the quotation issued by Doxamed and all their annexes, signed by Doxamed and the client, constitute the entire agreement governing how Doxamed will provide the client with the services ordered — to the exclusion of any other document and in particular the client's general purchasing terms.

In the event of Box (or Cabin) rental, additional legal terms governing the provision of the Box (or Cabin) are set out in the attached annex.

The parties coordinate regularly to ensure optimal implementation of the Agreement. They also undertake in good faith to agree, as needed, on all operational details not defined in the Agreement.

To this end, each Party shall designate an official representative and provide the other Party with their name, first name and contact details (including email address and mobile phone number).

The client shall provide Doxamed in a timely manner, first before the Contract begins and then as needed thereafter, all information necessary for the proper performance of its services.

Any additional service related to the Contract that the customer wishes to order from Doxamed shall be subject to a quote prepared by Doxamed. If this quote is accepted and signed by the customer, it automatically becomes part of the Contract.

The operational deployment schedule is included in the specific terms and conditions.

Service and pricing terms are set out in our specific terms and conditions.

Doxamed sends invoices to clients in euros by email. Invoices are payable within thirty (30) days of receipt by the client. Where VAT applies, each invoice shows the amount excluding VAT plus VAT at the legal rate in force on the invoice date.

Unless the client requests a deferral and Doxamed agrees in writing, any late payment of all or part of any amount due on its due date shall accrue interest at a rate of five (5) per cent per annum, provided that the client receives prior written notice and is given a grace period of fifteen (15) days to settle. Such late payment interest begins to accrue from the day following expiration of the thirty (30) day payment period mentioned above.

If the client fails to settle the invoice, they shall be liable, in addition to the late payment interest referred to above, for a flat-rate penalty of €40 under articles L. 441-10 II and D. 441-5 of the French Commercial Code, as well as for reimbursement of reasonable collection costs and fees incurred by Doxamed. Furthermore, Doxamed may terminate the Contract in accordance with section 6.2 below.

The Contract becomes effective on the date specified in the particular conditions and, unless terminated early due to breach in accordance with the provisions below, remains in force for the duration specified in the particular conditions.

Either Party may terminate the Contract without legal proceedings if the other Party fails to fulfil any of its obligations under the Contract and fails to remedy such failure within fifteen (15) days of receiving notice from the affected Party. Such termination does not constitute a waiver by the affected Party of its right to claim any damages.

The client must notify Doxamed without delay using the following email address contact@doxamed.fr, in the event of any incident or issue affecting the proper delivery of its services.

Doxamed will address the incident or issue within no more than twenty-four (24) hours from receipt of the alert (or within twenty-four hours from the first business day following receipt, if the report was submitted on a weekend, public holiday or non-working day in France).

A solution (or workaround) is deployed by Doxamed within an additional period of eight (8) days, which may be extended in the event of a serious situation.

If the incident or issue persists for more than eight (8) days (or any extended period as specified by Doxamed in the event of a serious situation), and if Doxamed or its service providers are responsible for the cause of the incident, the customer is entitled to an extension of services equal to that period of unavailability exceeding eight (8) days (or any extended period). In this case, the customer may not claim any other form of damages or compensation on this basis or for any other reason whatsoever.

Operations using various electronic systems (such as teleconsultation devices or other equipment) may experience malfunctions and bugs that could result in partial or complete service interruptions or slowdowns. Upgrades and corrective maintenance are performed preferably during periods of low service usage. The client is informed that the ability to use the services depends on the proper functioning of IT equipment and software belonging to both the client and third parties, as well as the proper functioning of the Internet, the electrical network, telecommunications and satellite networks, and Doxamed shall not be held responsible for any deficiencies in any of these.

The client shall have no claim to any rights, in particular intellectual property or industrial property rights, over any knowledge in any form, whether protectable by exclusive titles (patents, trademarks, domain names, designs, models, plans, prototypes, etc.), or by exclusive rights (software, design, databases, etc.), or not protectable by exclusive titles or rights (know-how, algorithms, unpatented developments, etc.) belonging to Doxamed or of which Doxamed is the holder (or where applicable its service providers, suppliers or subcontractors), and which shall have been communicated to it or to which it shall have had access in the course of contract performance.

Neither Party shall be liable for any failure to perform its obligations if such failure is due to force majeure within the meaning of Article 1218 of the French Civil Code (to which are assimilated, for the purposes of the legal effects below, fortuitous events and acts of third parties). The Party invoking such an event must, as soon as reasonably possible after its occurrence: (a) notify the other Party of the nature and severity of the force majeure event; and (b) take all reasonably practicable steps to mitigate the effects of the force majeure event and resume performance of the affected obligations as soon as reasonably possible.

The deadline for performing an obligation affected by force majeure must be extended for a period equal to the time lost as a result of such an event.

If the force majeure event were to persist for more than two (2) consecutive months, the unaffected Party may terminate the Contract by right upon notice to the other Party.

Doxamed shall not be held liable in cases of force majeure (and equivalent circumstances as described above).

Doxamed's liability may be engaged by the customer in the event of non-performance of its contractual obligations where such non-performance causes the customer direct, actual, proven and quantifiable loss. Where liability is engaged, it shall not cover compensation for indirect losses.

In any event, Doxamed's liability shall be limited to the contract amount. However, where mandatory statutory provisions preclude such contractual limitation, Doxamed's liability shall be limited to the amount covered by its professional indemnity insurance policy.

Furthermore, Doxamed's activities in performing the Contract constitute a best-efforts obligation with regard to advisory services. In this case, Doxamed cannot be held liable if any or all of its suggestions and proposals lead to operational decisions, which and their consequences fall solely under the client's responsibility. Moreover, Doxamed cannot guarantee that its advice or interventions will result in any specific outcome, objective or revenue target for the client.

Doxamed cannot be held liable in the event of force majeure (or equivalent circumstances as described above) or failures, as mentioned in articles 7 and 9 above, nor for any action or inaction by the client (including its employees, corporate representatives, service providers or suppliers).

Please note that Doxamed is not a healthcare professional. Any healthcare professionals involved in the delivery of the programmes do so independently and bear their own professional responsibility. Doxamed cannot be held liable in any way for healthcare services provided by such professionals. Doxamed will maintain professional liability insurance.

The Parties consider strictly confidential all data, information or knowledge, in whatever form, nature or medium, that they have been, are or will be exposed to, even incidentally, in connection with the negotiation and performance of this Agreement (the "Confidential Information"), and undertake not to communicate or disclose them to any third party.

Information shall not be considered Confidential if it: was in the public domain at the time of disclosure or subsequently entered the public domain without breach of these terms; results from knowledge independently developed by either Party without violation of this obligation; was obtained from a third party who lawfully obtained it and was not subject to any legal or contractual confidentiality obligation of origin; or was expressly designated as non-confidential by the Party disclosing it.

The confidentiality obligation in this article takes effect upon signature of the Contract and expires three (3) years after its termination for any reason whatsoever.

Moreover, the Parties acknowledge that certain Confidential Information exchanged in the course of the Contract may be subject to professional secrecy as defined in Article L. 511-33 of the French Monetary and Financial Code. With respect to such Confidential Information, each company undertakes to use it solely for the exclusive purposes of performing the Contract, and not to disclose it, directly or indirectly, in any form whatsoever, outside the performance of the Contract. The obligation to respect professional secrecy is deemed to be unlimited in duration.

Notwithstanding the foregoing, each Party may disclose the aforementioned Confidential Information: to the companies in the group (or groups) to which it belongs; with the prior written consent of the other Party; to its legal counsel or any other advisor involved, subject to a duty of confidentiality arising from law or contract; or at the request of any competent public authority, provided it notifies the other Party as soon as it becomes aware of such a request.

Each Party represents and warrants that it has the authority, capacity and means, and has obtained all necessary consents and authorizations, to enter into this Agreement and perform all obligations arising from it for its duration.

The Parties declare that their respective activities comply with all applicable laws and regulations.

The personal data communicated to Doxamed by the client and any related parties (such as their name, first name, telephone number, postal address and email) are collected and processed under the Contract for operational, administrative, accounting and legal purposes, and for Contract monitoring, in accordance with personal data protection policy established by Doxamed, as data controller, available at www.doxamed.com.

In accordance with GDPR and applicable legislation, individuals have the right to access and correct information concerning them. They may request the deletion of data or exercise their right to limit its processing or to data portability, or object to its processing, at the following address: contact@doxamed.com / pdebondy@lawval.comIf they believe their data protection rights are not being respected, they may file a complaint with the French Data Protection Authority (CNIL) — 3, place de Fontenoy, TSA 80715, 75334 Paris Cedex 07.

The client warrants and declares that its GDPR policy is fully compliant with applicable laws and regulations.

In its commitment to combating undeclared work, Doxamed undertakes to comply fully with applicable legislation and to provide clients, upon request, with all administrative documents not protected by trade secrets that evidence such compliance.

Furthermore, the Parties undertake to comply with the provisions of the French Penal Code regarding the fight against corruption, as well as to combat corruption and money laundering in all its forms. They must conduct themselves with ethical responsibility towards the authorities of the countries in which they are established and operate, and undertake to comply with all applicable laws regarding anti-corruption. To this end, the Parties undertake to:

• not to offer, directly or indirectly, any offers, promises, gifts, presents or benefits that are disproportionate to internal procedures (ethics charter) to an employee, corporate officer or representative of the other Party, for themselves or for others, with a view to causing them to perform or refrain from performing acts within the scope of their duties or to use their influence to obtain contracts, orders or any other favourable decision;
• apply the various regulations relating to anti-corruption and corruption prevention, in particular provisions of the French Penal Code addressing passive and active corruption, influence peddling and illegal interest-taking.

If either Party has doubts about the other Party's compliance with the commitments in this article, it may contact the ethics officer of the other Party to seek clarification. Each Party undertakes to provide all necessary assistance to the other Party in responding to a request from a duly authorised authority relating to anti-corruption measures, and to inform it without delay of any matter that could trigger its liability under this article.

Each Party reserves the right to request the other Party to provide all relevant information to demonstrate its compliance with anti-corruption legislation throughout the term of the Contract and for a period of five (5) years following its termination or early termination.

Any breach of the provisions of this article shall be deemed a material breach, entitling the affected party, at its sole discretion, to terminate this agreement without notice or compensation on simple notification, without prejudice to any damages it may claim as a result of such breach.

• Relationship between the Partiesthe terms of the Agreement do not create any partnership or employment relationship between the Parties, and neither Party may be considered an agent or representative of the other. Each Party acts as an independent entity and may not act on behalf of the other in any way.
• NotificationAny notification under the Contract must be drafted in French or English and sent by registered letter with delivery confirmation, by express courier (such as Chronopost or DHL) or by hand delivery — never by fax or email, unless the Contract provides otherwise. Notice is deemed received on the date of first presentation by the postal service (registered letter) or on the date of signature of the delivery receipt (express courier or hand delivery).
• SubcontractingDoxamed may subcontract certain obligations arising from the Contract. Doxamed remains responsible for the proper performance of those subcontracted obligations.
• Insolvency / disciplinary actionEach Party shall promptly notify the other Party if it becomes subject to an administrative proceeding, legal action, or any other action, request or measure that could lead to its placement under protective supervision or a similar arrangement affecting creditors' rights, its dissolution or liquidation, or a sanction likely to affect the proper conduct of its activities.
• Transferneither party may assign, transfer or delegate the Contract or any rights or obligations arising from it without the prior written consent of the other party (including by way of share transfer, merger, demerger, asset sale or contribution, business transfer, etc.), except within its potential corporate group (within the meaning of article L. 233-3 of the French Commercial Code), in which case only prior documented notice to the other party is required.
• Full text of the agreementThe Contract constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior communications and shared documents. It may only be amended by a duly signed addendum by the authorised or legal representatives of both Parties.
• Disclaimerthe failure to exercise, or the late exercise by a Party, of any or all of its rights under the Contract does not constitute a waiver of those rights.
• DivisibilityIf any clause of this Agreement is declared null or unenforceable, it shall be deemed never to have existed, without affecting the validity of the other provisions. The Parties shall then make their best efforts to replace it without delay by a new clause that reflects as closely as possible the intent, scope and balance of the clause in question.

Doxamed is entitled to reference the client in its commercial and communication documentation.

The Parties must ensure they do not damage each other's image and reputation.

The Contract and all non-contractual obligations between the Parties are governed by French law.

For any dispute arising from the Agreement, the Parties undertake to make their best efforts to reach an amicable settlement: each shall appoint a representative within eight (8) days of receiving notice triggering this provision, sent by the more diligent Party. These two representatives shall meet for the purpose of resolving the dispute within thirty (30) days of their appointment (the "Conciliation Period").

If the Parties fail to reach an amicable resolution of the dispute by the end of the Conciliation Period at the latest, the matter shall be submitted to the competent court within whose jurisdiction the registered office of the defendant Party is located.

The client agrees to comply fully with the following terms governing the provision of the Box or Mobile Unit and its contents (hereinafter, collectively, the "Leased Equipment"):

• The leased equipment and its components, devices and accessories are deemed compliant with applicable regulations and are delivered to the customer in good working order, properly maintained and clean.
• the client is solely responsible for obtaining building permits or any other administrative authorizations required for the installation and operation of the leased equipment at the agreed hosting site, and shall provide Doxamed with copies thereof if necessary;
• the provision of the leased asset to the client transfers legal custody of the leased asset to the client, who assumes full responsibility within the meaning of articles 1240 and following of the Civil Code;
• Bespoke branding for the mobile unit or on-site medical practice can be agreed between the parties as set out in the quotation.
• The Parties agree on a delivery date; Doxamed shall notify the client in writing of its visit with reasonable notice, typically of eight (8) days;
• Any discrepancy must be documented via a transport note, completed both at delivery and return of the rented equipment, on which the customer notes any reservations, and signed by the customer and by Doxamed or their authorised representatives. In the absence of a documented discrepancy at delivery, the rented equipment is deemed to have been provided in good condition, cleaned and with the equipment and accessories as specified in the quotation.
• The rental runs from the date when the leased asset is made available and ends on the date it is returned to Doxamed. Its duration, expressed in units of time (days or months), is specified in the quotation; installation, setup and removal do not affect it.
• The customer is responsible for the use of the equipment (ground and subsoil conditions, compliance with public domain regulations, environmental considerations and associated risks). They must install it in an accessible and secure location, connect it to any power source in accordance with applicable technical and safety standards, refrain from modifying its structure, equipment or accessories, ensure adequate Internet bandwidth is available, and may not relocate it without Doxamed's prior written consent.
• the tenant cannot themselves make the rented property available to any third party, whether for payment or free of charge;
• Any non-compliant use of the rented asset gives Doxamed the right to terminate the Contract and demand immediate return of the rented asset;
• the client undertakes not to encumber or allow to be encumbered the leased property with any rights in favour of any third party;
• Doxamed's service provider handles transport and positioning of the leased equipment. In the event of damage discovered upon arrival, the client must immediately lodge a written and verbal claim with the carrier and notify Doxamed without delay.
• the delivery and collection dates and locations are as stated in the quote; if the customer is not present on the agreed date, Doxamed may decline to deliver or collect the rented equipment, at the customer's expense;
• Doxamed staff involvement in installation, assembly, commissioning and dismantling does not diminish the client's responsibility, particularly concerning safety.
• The equipment must be installed on a solid, prepared ground area, positioned 20 centimetres above ground level on a horizontal plane; electricity must be supplied through a differential circuit breaker and the client must ensure the installation is properly earthed.
• the client shall not fix the leased asset by permanent installation and undertakes to maintain its absolute mobility, failing which the client shall be liable for restoring it to its original condition;
• the customer must not place, affix or attach any item to the leased property or alter its appearance, except with prior written consent from Doxamed;
• Routine maintenance of the leased premises (such as replacing fluorescent fittings, periodic electrical system inspections, etc.) is provided by Doxamed;
• According to the quotation, Doxamed can provide internal and/or external cleaning of the leased premises;
• Any repairs necessitated by non-compliant use, accident or negligence shall be charged to the client, including in the event of third-party action, unforeseen circumstances or force majeure; it is the client's responsibility to obtain appropriate insurance coverage for this purpose.
• Upon expiration of the Contract, the client returns the leased item clean, complete and in good condition, normal wear and tear excepted; failing this, Doxamed will invoice the client for any remediation services required;
• In the event of theft of the rented asset, missing items are charged to the customer at their depreciated value (Box or Cabin) or at replacement cost (contents); the customer is responsible for taking out appropriate insurance cover.
• When return transport is arranged by a Doxamed service provider, the collection date and location are confirmed in writing with notice of eight (8) days; the client ensures full site accessibility, with any additional costs resulting from difficult access remaining the client's responsibility; the rented equipment must be emptied of any objects not belonging to Doxamed and disconnected from all external connections;
• A transport document (or collection note), evidencing the end of the rental, is issued by Doxamed, specifying the date and time of return and any reservations; only this document terminates legal custody of the rented asset. In the absence of an amicable agreement on reservations, either party may engage a bailiff.
• the client remains bound by all obligations and responsibilities arising from the Contract until complete return of the leased asset;
• If the rental asset is not returned in full or in part by the agreed date, the customer shall be liable as of right for a penalty of five hundred (500) euros excluding VAT per day of delay, invoiced by Doxamed — recoverable, following unsuccessful formal notice, by simple application to the emergency court proceedings judge.

If you have any questions regarding these terms and conditions or an ongoing contract, please contact us at contact@doxamed.com.