General terms and conditions of sale (GTC)

Article 1 - Definitions

GTC" means the present general terms and conditions of sale.

"Circul'R" refers to the company Circul'R, a simplified joint stock company with variable capital, whose head office is located at 73 rue de la Tombe-Issoire - 75014 Paris and whose registration number in the Trade and Companies Register is 824

524 557 RCS Paris.

"Customer" means any individual or entity required to perform the Agreement.

"Particular Conditions" means the document in which the Services that the Customer wishes to purchase from Circul'R are specified, as well as their price and, if applicable, their conditions of execution. This document can notably take into account

the form of an order form or an estimate established by Circul'R.

"Contract" means the contractual package consisting of the Special Conditions and

the GTC.

"Deliverables" means any report, document or other element specifically created or developed by Circul'R for the exclusive use of the Client in the context of the Services.

"Parties" means Circul'R and the Customer.

"Service(s)" means any service, any intellectual service that Circu'R can provide to the Customer and as specified in article 2.1.

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Article 2 - General Provisions

2.1 Purpose and scope of the GTC

The purpose of the present GTC is to define the terms and conditions of the services rendered by Circul'R, namely (i) training on circular economy, through the organization of conferences, digital trainings or engagement workshops, (ii) the organization of meetings between companies, large groups, startups, eco-organizations and institutions around the circular economy (the "Club") and (iii) consulting services on circular economy.

The subscription by the Customer to Circul'R's Services or the signature of the Particular Conditions imply the full and unreserved acceptance of the present GTC.

The Special Conditions shall prevail over the GTC. Any modification to the Special Conditions must be the subject of an amendment duly signed by the Parties.

In order to take into account the evolutions brought to its services, Circul'R reserves the right to modify at any time the provisions of the present GTC.

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2.2 Effective date of the contract - Duration

The Agreement shall become effective on the earlier of the date of Customer's execution or acceptance of the Special Conditions or the date of commencement of the Services. Subject to the terms and conditions surviving, expressly or by implication, the expiration or termination of the Agreement, the Agreement shall remain in full force and effect for the duration of the Services as set forth in the Special Conditions, which duration may be extended or modified by express prior written agreement of the Parties.

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2.3 Deliverables

Subject to the complete payment of the amounts due to Circul'R for the Services and to the stipulations of article 2.4 hereafter, the Deliverables will be the property of the Customer. It is specified that Circul'R may re-use the Deliverables provided that it treats the Customer's Confidential Information in accordance with article 2.5 hereafter.

No person or entity other than the Customer may use or rely on the Services or any recommendation made by Circul'R.

Customer shall indemnify or hold Circul'R harmless from any damages, losses, injuries, costs or claims (including reasonable attorneys' fees) that result from (i) any use by a third party of Circul'R's Deliverables, Services or recommendations, (ii) any use by Customer

Deliverables, Services or recommendations of Circul'R under conditions other than those specifically authorized in the Contract and (iii) the failure of the Client to comply with the terms of the Contract.

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2.4 Intellectual Property

Notwithstanding any provision to the contrary:

a) all processes, methods, management tools, manuals, software, databases, concepts, ideas, inventions or know-how (whether they are protectable or not by intellectual property law), developed, created or acquired by Circul'R or its third party suppliers prior to the provision of the Services, at the time of the latter or in any other way (the "Protected Elements"), are and shall remain the exclusive property of Circul'R or its third party suppliers, and b) the Customer shall not have or acquire any right on the Protected Elements other than a non-exclusive right of use, and for its own internal use only, of the Protected Elements which would be included in the Deliverables.

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2.5 Confidentiality

The Customer and Circul'R undertake to keep confidential the Special Conditions as well as all documents and information concerning the other Party (including the information communicated by third parties), of any nature whatsoever, to which they could have had access during the provision of the Services (the "Confidential Information"), unless authorized in writing by the other Party. The

This clause shall not apply to information that is in the public domain, that has come to the attention of either Party prior to the provision of the Services, or that is required to be disclosed by law or in connection with audit procedures.

The Parties shall take all necessary measures to ensure the secrecy and confidentiality of all Confidential Information with respect to their personnel.

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2.6 Cooperation

The Customer shall be bound to cooperate with Circul'R and to provide it in due time with the data, information, documents and other elements necessary for the execution of the Services.

In addition, Customer shall comply with and ensure that its employees, subcontractors or third parties under its responsibility comply with the schedule set forth in the Special Conditions.

The Client shall notify Circul'R without delay of any event that could have an impact on the Services, the schedule or the fees, as soon as he becomes aware of such event.

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2.7 Billing for Services

The fees for the Services are exclusive of expenses and VAT.

The expenses of stays and possible travels incurred by Circul'R within the framework of the execution of the Services will be detailed and invoiced to the Customer. The Customer will be able, upon request, to obtain a copy of the expense receipts.

The fees will be increased by the VAT at the rate in force on the day of the invoice. Except for particular provisions negotiated between the Parties, the invoices are payable in cash by the Customer by bank transfer within a maximum period of thirty (30) days from their date of issue by Circul'R.

In accordance with the article L.441-6 of the Commercial Code, any sum not paid at the due date will give rise to the payment of late interest at the rate of three times the legal interest rate in force without the need for a reminder, as well as to the payment of a lump-sum indemnity for recovery costs amounting to forty (40) euros, without prejudice to the damages that could be claimed by Circul'R because of the late payment.

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2.8 Termination of the contract

In case of contractual breach by the Customer of any of his obligations under the Contract, Circul'R will have the right to terminate the contract by operation of law and without any formality, fifteen (15) clear days after the notification of a formal notice sent by registered letter with acknowledgement of receipt which has remained totally or partially unsuccessful, unless the contractual breach is the result of an event of force majeure as defined in article 1218 of the French Civil Code, and appreciated as such by the jurisprudence. The exercise of this right of termination by Circul'R does not exempt the Customer from fulfilling the obligations under the contract until the effective date of the termination of the contract.

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2.9 Limitation of liability

Circul'R may be held responsible for the direct damages suffered by the Customer and immediately consecutive to a failure or a fault of Circul'R in the execution of the Services, within the limit, for the whole duration of the Services, of the total amount of the sums paid by the Customer to Circul'R for the Services executed in the framework of the Contract.

Circul'R shall not be held responsible for any indirect loss or damage, such as loss of profit, commercial prejudice, loss of business, delays, loss of clientele, operating loss or others suffered by the Customer or any person or entity linked to the Customer. Moreover, Circul'R shall not be responsible for damages and losses resulting from the communication, by the Customer or any third party, of false, misleading or incomplete information.

Notwithstanding the foregoing, the liability of Circul'R may only be retained for claims resulting from or related to the Contract insofar as the Customer notifies his claim at the latest three (3) months after he had knowledge (or that he should have reasonably had knowledge) of the failure of Circul'R to respect its contractual obligations.

The Customer undertakes to take all necessary measures to avoid or mitigate the prejudice he could suffer because of Circul'R's non-compliance with its commitments. Failing that, the amount of the indemnities possibly due by Circul'R will be reduced by the amount of the losses that could have been avoided or mitigated by the Customer.

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2.10 Non-solicitation of personnel

Throughout the duration of the Services and for a period of one (1) year following the date of termination of the Services, for any reason whatsoever, the Customer agrees not to, directly or indirectly:

a) contract or enter into a relationship (in any capacity whatsoever) with a former or current employee of Circul'R involved, or having been involved during the previous year, in the execution of the Services, or

b) solicit, incite or persuade an employee of Circul'R, involved or having been involved during the previous year in the realization of the Services, to resign from his functions at Circul'R.

In case the Customer does not respect this obligation, he undertakes to pay Circul'R an indemnity equal to the gross salaries and wages that the concerned employee will have received during the six months preceding his departure.

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2.11 Transfers

Neither Party may transfer all or any part of its rights and obligations under the Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

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2.12 Notifications

Any correspondence or notification addressed by the Customer to Circul 'R under the Contract shall be presumed to have been validly addressed, if it is delivered by hand or if it is addressed by (i) e-mail or (ii) registered letter with acknowledgement of receipt to the following addresses

of the Circul'R referent mentioned in the Special Conditions;

b) by registered letter with acknowledgement of receipt, to the registered office of Circul'R, or to any other address that may be indicated later in writing, to the attention of Mr. Raphaël Masvigner.

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2.13 Applicable law and jurisdiction

The contract is governed and interpreted in accordance with French law. In the event of a dispute, the parties agree to make every effort to reach an amicable settlement of their dispute. If they fail to do so, any dispute or contestation relating to the conclusion, validity, interpretation, execution and/or breach of contract will be submitted to the jurisdiction of the Commercial Court of Paris, even in the event of multiple defendants and/or third party claims.

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Article 3 : Specific provisions for each of the services provided by Circul'R

3.1 Specific provisions for the circular economy training service

The circular economy training service can be provided by Circul'R, either face-to-face, in a place to be determined with the Client, or remotely, through the use of digital tools.

This service can be provided, at Circul'R's choice, by :

- the leader(s) of the Circul'R training division; and/or

- other employees of Circul'R.

The Circular Economy Training Service is remunerated by a fixed fee, the amount of which is freely fixed by Circul'R before the beginning of the training.

Circul'R's fees for digital trainings are calculated according to the number of identifiers / access codes ordered by the Customer.

Circul'R's invoice is sent to the Client before the beginning of the training, and the Client is responsible for paying the said invoice in the conditions mentioned in article 2.7 above.

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3.2 Special provisions for the "club" service

The "Club" Service is subject to an annual fee determined according to the annual turnover realized by the Customer during the fiscal year preceding the signature of the Special Conditions. The amount of the fee may be subject, at the beginning of each calendar year, to an upward revision by Circul'R.

Different "Clubs" exist in different cities in France. Prior to the payment of the membership fee, the Customer must choose the "Club" of the city he wishes to join.

The fee for the "Club" Service must be paid under the conditions mentioned in article 2.7 above. Circul'R may refuse the Customer access to an event

This is a "Club" event if the annual membership fee has not been paid by the Customer before the said event.

This service can be provided, at Circul'R's choice, by :

- the leader(s) of the Circul'R "Club" division; and/or

- other employees of Circul'R.

Club" Service events will be held at locations whose addresses will be communicated to the Customer in advance.

The members of the "Club" of a city cannot, except with the prior written agreement of Circul'R, participate in the events organized by the "Club" of another city.

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3.3 Specific provisions for the "consulting missions" service 

The Circul'R Economy Consulting Service can be provided, from Circul'R, by :

- the leader(s) of the Circul'R consulting division; and/or

- other employees of Circul'R.

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This service is subject to a fee determined according to the number of working days to be carried out by the employees of Circul'R for the execution of the mission.

The amount of the daily fees is determined according to the level of competence and seniority of the Circul'R employees in charge of the execution of the consulting mission.

Circul'R and the Client determine, prior to the beginning of the mission, an estimated fee according to the number of working days estimated for the execution of the mission by the different employees of Circul'R.

In case the execution of Circul'R's consulting mission would represent a number of effective working days higher than 10% compared to the estimated number of working days, the final fee to be paid by the Client will correspond to the number of effective working days carried out by Circul'R's employees for the execution of the mission.

The mission of Circul'R will be the object of an advance billing addressed to the Client and to be paid under the conditions mentioned in article 2.7 above. This advance billing will be determined according to the estimated fee at the beginning of the mission.

The specifications of Circul'R's mission will be agreed upon by Circul'R and the Client, before the beginning of the mission.

The payment of the deposit invoice by the Client is equivalent to the acceptance of the specifications of Circul'R's mission.