General terms and conditions of sale

These General Terms and Conditions, together with the specific conditions arising from the quotation issued by Doxamed and all related appendices, signed by Doxamed and the client, constitute the entire agreement governing the manner in which Doxamed will provide the client with the services ordered by the client — to the exclusion of any other document and in particular the client's general purchasing conditions.

If a Box (or Cabin) is rented, additional legal terms governing the provision of the Box (or Cabin) are set out in the attached appendix.

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

To this effect, each Party shall designate an official representative and communicate to the other Party their name, first name and contact details (including email address and mobile telephone number).

The client provides Doxamed with all useful information for proper delivery of services in a timely manner — first before the contract begins, then as needed whenever necessary.

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

The operational deployment schedule is included in the specific terms.

The pricing of services and payment terms are set out in the specific terms and conditions.

Doxamed sends invoices to the client in euros by email. These 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 payment is deferred at the client's request and approved by Doxamed, any late payment of all or part of an amount due on its due date shall conventionally accrue interest at a rate of five (5) per cent per annum, subject to prior notification of the client with a regularization period of fifteen (15) days. These late payment interest charges begin to accrue from the day following the expiration of the thirty (30) day payment period mentioned above.

Failing to regularise payment, the client is liable, in addition to the late payment interest set out 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, should Doxamed have been obliged to incur them, reimbursement of reasonable recovery costs and fees. Furthermore, Doxamed may terminate the Contract in accordance with article 6.2 below.

The contract becomes effective on the date stated in the special conditions and, unless terminated early for breach in accordance with the provisions below, remains in force for the duration stated in the special conditions.

Either Party may terminate the Contract without court proceedings if the other Party fails to perform any of its obligations under the Contract and does not 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.frin the event of an incident or any problem affecting the proper delivery of its services.

Doxamed takes incidents or issues into account within a maximum of twenty-four (24) hours running from receipt of the alert (this timeframe running from the first following working day if the report was received 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 critical situation.

If the incident or problem persists for more than eight (8) days (or any extended period as specified by Doxamed in case 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 for this reason or for any other reason whatsoever.

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

The client shall have no rights whatsoever, in particular intellectual 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 whether not protectable by exclusive titles or rights (know-how, algorithms, unpatented creations, 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 disclosed to it or to which it shall have had access in the course of performing the Contract.

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 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 possible.

The execution deadline for an obligation affected by a force majeure event 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 last more than two (2) consecutive months, the unaffected Party may terminate the Contract by right upon notification to the other Party.

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

Doxamed's liability may be engaged by the client in the event of non-performance of its contractual obligations that causes the client direct, genuine, proven and quantifiable harm. Should liability be engaged, it will not cover compensation for indirect loss.

In any event, Doxamed's liability shall be limited to the contract amount. However, where applicable law of mandatory nature does not permit 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 respect to advisory services. In this case, Doxamed cannot be held liable if any or all of its suggestions and proposals result in operational decisions, which and their consequences shall then be the exclusive responsibility of the client. Moreover, Doxamed cannot guarantee that its advice or interventions will lead to the achievement of any success, objective or business result for the client.

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

It is recalled that Doxamed is not a healthcare professional. The healthcare professionals who may intervene within the framework of these programmes do so in complete independence and bear their own professional responsibility. Doxamed's liability cannot in any way be engaged for anything concerning the healthcare acts that will be carried out by said healthcare professionals. Doxamed will maintain in force professional liability insurance.

The Parties regard as strictly confidential all data, information and knowledge in any form, nature or medium that they have been, are or will be brought to know, even incidentally, in the course of negotiating and performing the Contract (the "Confidential Information"), and undertake not to disclose or divulge them to third parties.

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 breach 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 that communicated it.

The confidentiality obligation set out in this article takes effect from the date of signature of the Contract and ends three (3) years after its termination for any reason whatsoever.

The parties acknowledge that certain Confidential Information exchanged under this Agreement may be subject to professional confidentiality 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 purposes of performing this Agreement, and not to disclose it, directly or indirectly, in any form whatsoever, outside the scope of performing this Agreement. The obligation to maintain professional confidentiality is deemed to have no time limit.

Notwithstanding the foregoing, each Party may disclose the aforementioned Confidential Information: to companies in the group (or groups) to which it belongs; with the prior written consent of the other Party; to its lawyers or any other advisors acting on its behalf, subject to a legal or contractual duty of confidentiality; 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 declares and warrants, for its part, that it holds the authority, capacity and means, and that it has obtained all consents and authorizations required, to enter into this Agreement and to perform all obligations arising from it for its duration.

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

The personal data that the client and any related person have communicated to Doxamed (such as their name, surname, 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 the personal data protection policy established by Doxamed, in its capacity as data controller, available on www.doxamed.com.

In accordance with GDPR and applicable legislation, individuals have the right to access and correct information concerning them. They may request erasure of their data or exercise their right to restrict processing or data portability, or object to processing, at the following address: contact@doxamed.com / pdebondy@lawval.comIf they believe their data protection rights are not being respected, they may lodge a complaint with the French National Commission for Data Protection (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.

As part of the fight against undeclared work, Doxamed undertakes to comply fully with applicable legislation and to provide clients, upon request, with all administrative documents not covered by business confidentiality that substantiate this commitment.

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

• not to offer, directly or indirectly, any proposals, 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 the aim of having them carry out or refrain from carrying out acts within the scope of their duties or 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 the provisions of the French Criminal Code addressing passive and active corruption, influence peddling and unlawful receipt of benefits.

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

Each Party reserves the right to request the other Party to disclose all relevant information necessary to establish its compliance with anti-corruption legislation for the entire duration of the Contract and for a subsequent period of five (5) years after its termination or early termination.

Any breach of the provisions of this article shall be considered a material breach, entitling the affected Party, at its discretion, to terminate the Contract without notice or compensation upon simple notification, without prejudice to any damages to which it may be entitled as a result of such breach.

• Relationship between the PartiesThe provisions of the Contract create no 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 company and may not act on behalf of the other in any way whatsoever.
• NotificationAny notification under the Contract must be written in French or English and sent by registered letter with acknowledgement of receipt, by express courier (Chronopost or DHL for example) or by letter delivered in person — 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 acknowledgement of receipt (express courier or delivery in person).
• SubcontractingDoxamed may subcontract certain obligations arising from the Contract. Doxamed remains responsible for proper performance of the obligations thus subcontracted.
• Insolvency / sanctionEach Party shall promptly notify the other Party if it becomes subject to any administrative procedure, legal action or other action, request or measure that could lead to its being placed under administration or a similar regime affecting creditors' rights, its dissolution or liquidation, or any sanction likely to affect the proper conduct of its activities.
• TransferEach Party may not assign or transfer the Contract or any rights or obligations arising from it without the prior written consent of the other Party (including by way of share assignment, merger, demerger, asset transfer, business transfer, etc.), except within its potential group (within the meaning of article L. 233-3 of the French Commercial Code), in which case only prior documented notification to the other Party is required.
• Full agreementThe Contract constitutes the entire agreement between the Parties regarding its subject matter, and supersedes and replaces all prior communications and documents shared before its signature. It may only be amended by an addendum duly signed by the authorized legal representatives of both Parties.
• Disclaimerthe failure or delayed exercise by either Party of any or all of its rights under the Contract shall not constitute a waiver of those rights.
• DivisibilityIf any clause of the Contract 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 use their best efforts to replace it without delay by a new clause that reflects as closely as possible the spirit, scope and balance of the clause in question.

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

The Parties shall 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 Contract, the Parties agree to make their best efforts to reach an amicable settlement: each shall appoint a representative within eight (8) days of receipt of the notification triggering this provision, sent by the most diligent Party. These two representatives shall meet for the purpose of resolving the dispute within thirty (30) days following their appointment (the "Conciliation Period").

If the Parties fail to reach an amicable resolution of the dispute no later than the end of the Conciliation Period, the dispute shall be submitted to the competent court in the jurisdiction where the defendant's registered office is located.

The client undertakes to comply with all the clauses below governing the provision of the Box or Medical Practice and its contents (hereinafter, collectively, the "Leased Asset"):

• The leased equipment and its devices, apparatus 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 commissioning of the leased asset at the agreed host site, and shall provide Doxamed with the benefit thereof if necessary;
• the provision of the leased property to the client transfers legal custody of the leased property to the client, who assumes full responsibility under articles 1240 et seq. of the French Civil Code;
• Custom branding of the Mobile unit or On-site company medical practice can be agreed between the Parties, as set out in the quotation;
• The Parties agree on a delivery date; Doxamed notifies the customer in writing of its visit with reasonable notice, typically eight (8) days in advance;
• A discrepancy report must be formally documented by a transport certificate, drawn up 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 authorized representatives. In the absence of a discrepancy report at delivery, the rented equipment is deemed to have been made available in good condition, cleaned and equipped with the accessories and fittings agreed in the quotation;
• Rental begins on the day the equipment is made available and ends on the day it is returned to Doxamed. Its duration, expressed in units of time (day or month), is specified in the quotation; installation, assembly and dismantling do not affect it;
• The client is responsible for the use of the leased equipment (soil and subsoil conditions, compliance with public domain regulations, consideration of environmental factors and associated risks). The client must install it in an accessible and secure location, connect it to any electrical source in accordance with applicable technical and safety regulations, refrain from modifying its structure, equipment or accessories, ensure adequate Internet bandwidth is available, and not relocate it without Doxamed's prior written consent.
• The client may not itself make the rented asset available to any third party, whether for payment or free of charge;
• any non-compliant use of the leased equipment gives Doxamed the right to terminate the Contract and demand immediate return of the leased equipment;
• The client agrees not to encumber or permit encumbrance of the leased property with any rights in favour of any third party;
• Transport and positioning of the leased equipment are carried out by Doxamed's service provider. In the event of damage discovered upon arrival, the customer must immediately submit written and verbal reservations to the carrier and notify Doxamed without delay.
• the delivery and collection dates and locations are those specified in the quotation; if the customer is absent on the agreed date, Doxamed may decline to deliver or collect the rented asset, at the customer's expense;
• Doxamed personnel involvement in installation, assembly, commissioning and dismantling does not reduce client responsibility, particularly regarding safety;
• The leased equipment must be installed on a solid, prepared ground area, positioned 20 centimetres above ground level according to a horizontal plane; electricity must obligatorily come from a differential circuit breaker and the customer must ground the installation;
• The Client undertakes not to affix the Leased Equipment by sealing and commits to maintaining its absolute mobility, failing which it shall be responsible for restoring it to its original condition;
• The client must not place, affix or attach any item to the Leased Property or alter its appearance, except with prior written approval from Doxamed;
• the routine maintenance of the Leased Property (replacement of fluorescent tubes, periodic electrical system inspections, etc.) is provided by Doxamed;
• According to the quotation, Doxamed may provide interior and/or exterior cleaning of the leased premises;
• all repairs made necessary due to non-compliant use, accident or negligence shall be the responsibility of the client, including in cases of third-party actions, unforeseen circumstances or force majeure; it is the client's responsibility to take out appropriate insurance cover for this purpose;
• On expiry of the Contract, the client returns the leased equipment clean, complete and in good condition, accounting for normal wear and tear; failing this, Doxamed will invoice the client for any restoration services required;
• In the event of theft of the leased asset, missing items are charged to the customer at their depreciated value (Box or Cabin) or at replacement cost (contents); it is the customer's responsibility to obtain appropriate insurance coverage for this purpose;
• When return transport is carried out by a Doxamed service provider, the collection date and location are confirmed in writing with a standard notice period of eight (8) days; the client ensures full accessibility of the site, with any additional costs linked to difficult access remaining the client's responsibility; the leased equipment must be emptied of any objects not belonging to Doxamed and disconnected from any external connections;
• a return voucher (or handover form), evidencing the end of the rental, is issued by Doxamed, indicating the date and time of return and any reservations; only this document terminates legal custody of the rented equipment. In the absence of an amicable agreement on reservations, either Party may engage a judicial officer;
• The client remains bound by all obligations and responsibilities arising from the Contract until full return of the leased Asset;
• If the client fails to return all or part of the rented equipment by the agreed date, the client shall automatically owe Doxamed a penalty of five hundred (500) euros excluding VAT per day of delay, invoiced by Doxamed — recoverable, after formal notice has been ignored, through simple application to the summary proceedings judge.

For any questions about these terms and conditions or an ongoing contract, you can contact us at contact@doxamed.com.