General Business Terms and Conditions

General Business Terms and Conditions – Version August 28th 2024

ARTICLE 1: GENERAL PROVISIONS

These General Terms and Conditions of Sale, hereinafter referred to as the GTCS, constitute the agreement governing, for its duration, the relationship between the company WINDOME BANKING PARTNERS, hereinafter referred to as the Service Provider, and its Clients within the framework of the sale of services. They define the sales conditions granted by WINDOME BANKING PARTNERS to its Clients, as well as the rights and restrictions that said Clients fully and unreservedly accept by signing mandates, engagement letters, or other forms of contractual agreements for services with the company and/or by using the results of the relevant services.
In the absence of a contract concluded between the Service Provider and its Client, the services provided are subject to the GTCS described below. Any order placed or any contract concluded with the Service Provider implies the Client’s full and unreserved adherence to these GTCS.
The fact that the Service Provider does not enforce any clause established in its favor in these GTCS cannot be interpreted as a waiver of its right to do so.

ARTICLE 2: SCOPE OF SERVICES

The company WINDOME BANKING PARTNERS, a simplified joint-stock company with a capital of 50,000 euros, registered with the Trade and Companies Register of Salon-de-Provence under the number 952172005, located at 182, Chemin de CONFOUX, 13250 CORNILLON-CONFOUX, represented by Mr. Jean-Yves COSTE, who is fully empowered for the purposes of these presents, is a consulting firm that provides advisory services in mergers and acquisitions, capital increases and private placements, and partnerships such as Joint Ventures, cooperation agreements, licenses, and distributions.
The services focus on sectors such as healthcare, aesthetics, wellness, and luxury, as well as related segments associated with lifestyle and hygiene. For information, the healthcare segments covered by WINDOME BANKING PARTNERS include the entire pharmaceutical industry, including manufacturers and distributors of generic or over-the-counter (OTC) drugs, biotechnology, medical technologies, medical devices, diagnostics, genomics, proteomics, prophylactic and immunotherapeutic vaccines, medical and beauty instrumentation, digital health service platforms, SaaS operators, and all methods of digitalization applied to medicine, such as tele-diagnosis, telemedicine, telesurgery, artificial intelligence, quantum analysis, robotics, virtual reality, and augmented reality, patient and physician networking platforms, patient information storage, digitization of medical imaging, connected objects, wearable control devices (“wearables”), as well as facial and body medical aesthetics, energy-based equipment (lasers, radiofrequency, ultrasound, electromagnetic shockwaves, cryotherapy, LEDs, intense pulsed light, plasma, electroporation, electrophoresis, microneedling, and combinations of these technologies, etc.), regenerative and reconstructive medicine, anti-aging, “lifestyle” therapies, ophthalmology, dental and maxillofacial sectors, hair care, health services such as clinic networks, nursing homes, retirement homes, and medicalized senior residences, distributors, wholesalers, pharmacies, Contract Research Organizations (CROs), Contract Manufacturing Organizations (CMOs), as well as Contract Sales Organizations (CSOs) in marketing and sales, dietary supplements, functional foods, and both animal health and nutrition.

ARTICLE 3: QUOTATION AND ENGAGEMENT

The Service Provider acts upon the express request of the Client. A letter of engagement, which serves as a quotation, is presented to the Client before any service is provided. The quotation sent by the Service Provider to the Client specifies:

The nature of the service,
The price of the service excluding taxes,
The amount of any discounts and rebates,
The payment terms,
The provisional schedule of the assignment,
A reminder of the Client’s full and unreserved acceptance of the GTCS.

To confirm the order in a firm and definitive manner, the Client must return the letter of engagement to the Service Provider without any modification:

Either by duly signed and dated postal mail, with the mention “Agreed” by the person legally authorized to bind the Client, along with the company’s stamp,
Or by email expressing the Client’s consent.

The letter of engagement, once accepted and signed, constitutes a contract between WINDOME BANKING PARTNERS and the Client. The order will therefore be validated only after the return of the letter of engagement, accepted and signed by the Client, accompanied by the payment of any requested deposit.
In the absence of the Client’s agreement and the deposit, if applicable, or upon the expiration of the quotation, the proposal is considered canceled, and the Service Provider reserves the right not to commence the service.

ARTICLE 4: PRICE AND FEES

The price of the services is as detailed in the letter of engagement, accepted by the Client in connection with the order and the Client’s specifications. It is expressed in euros and subject to the applicable VAT at the time of invoicing. Prices may be calculated as a flat fee, on a monthly basis, as milestone-based success fees, or upon the completion of the transaction or consulting assignment.

ARTICLE 5: PAYMENT TERMS

Deposit and balance invoices are payable upon receipt and without any discount. Payment can be made by check or bank transfer. Unless otherwise stated on the invoice, the payment term for amounts due by the Client to the Service Provider is set at receipt of the invoice.

ARTICLE 6: LATE PAYMENT

Any delay or failure in payment will automatically result in:

The suspension of the execution of all ongoing orders for the Client,
The immediate payment of all outstanding amounts,
The imposition of a late payment penalty in the form of interest at a rate equivalent to three (3) times the legal interest rate in effect on the date of invoicing. This penalty is calculated on the amount excluding taxes of the outstanding sum and accrues from the day following the invoice’s due date until full payment is made, without the need for any prior reminder or formal notice,
In addition to the late payment penalties, any amount, including the deposit, not paid by its due date will automatically incur a fixed indemnity of 40 euros for recovery costs (Articles 441-6, I paragraph 12, and D. 441-5 of the Commercial Code).

ARTICLE 7: DURATION AND TERMINATION

The duration of the services is defined in the letter of engagement, which serves as the contract. Either party may immediately terminate the contract in the event of the cessation of activity of one of the parties, cessation of payment, judicial reorganization, judicial liquidation, or any other situation producing the same effects, following the issuance of a formal notice to the judicial administrator (or liquidator) that remains unanswered for more than one month, in accordance with applicable legal provisions.

In the event of the contract’s expiration or termination:

The service contract will automatically cease on the corresponding date,
The Service Provider is released from its obligations related to the subject of this contract as of the date of termination or expiration of the contract,
The Service Provider commits to returning to the Client, no later than thirty (30) business days following the termination or expiration of the contract, all documents or information provided by the Client.

In the event of termination of the agreement by the Client, the Client shall owe the amounts corresponding to the services rendered up to the effective date of termination that have not yet been paid.

ARTICLE 8: OBLIGATIONS AND CONFIDENTIALITY

The Service Provider agrees to:

Maintain the strictest confidentiality regarding the information provided by the Client and designated as such,
Not disclose any information about the services performed for its Clients and return all documents provided by the Client at the end of the assignment, if the Client so wishes,
Sign a confidentiality agreement if requested by the Client.

The clauses of the contract signed between the parties are considered confidential and, as such, cannot be disclosed to unauthorized third parties.

ARTICLE 9: INTELLECTUAL PROPERTY

The Service Provider will make available to the Client the elements, including deliverables (such as studies, drawings, models, plans, simulations, prototypes, reports—this list is not exhaustive) and other documents specifically prepared for the Client in the execution of the letter of engagement, whether these documents are in written form or any other form. This availability will only become final upon full payment for the services.
The Service Provider transfers ownership and the right to use its rights to the Client concerning the original and specific works created in accordance with the Client’s specifications. The Service Provider retains ownership and the commercial rights to pre-existing works, unless otherwise agreed with the Client regarding the ownership or exploitation of these pre-existing works.

The Client acknowledges that copyright and other rights related to intellectual and industrial property, including copyrights, patents, trademarks, designs, models, methods, trade secrets, know-how, processes, ideas, concepts, and inventions, whether or not covered by applicable law, concerning the deliverables and results of the services, including but not limited to any modifications, adaptations, improvements, corrections, updates, or new versions, derivative works, and technical know-how, are and remain reserved to the Service Provider at all times, subject to the agreements made by the Parties.

Furthermore, the Service Provider reserves the right to use the insights gained from the studies or projects entrusted by the Client and to develop similar elements for third parties, provided that the confidentiality obligation is maintained and that the Client’s authorization is obtained regarding the rights transferred or granted in terms of co-exploitation of all or part of a deliverable resulting from the execution of the letter of engagement.

ARTICLE 10: LIABILITY

Considering the nature of the services performed, the Service Provider’s obligation is one of means. The Service Provider commits to carrying out the services in accordance with industry standards, the terms and conditions of the agreement, and in compliance with applicable legal and regulatory provisions.
The Client agrees to provide the Service Provider, within the agreed deadlines, with all necessary information and documents essential for the proper execution of the service and for a proper understanding of the issues involved.

The Service Provider’s liability cannot be engaged for:

Errors resulting from a lack of information or incorrect information provided by the Client,
Delays caused by the Client that result in the inability to meet the agreed deadlines.

The Service Provider’s liability, if proven, will be limited to half of the total amount excluding taxes actually paid by the Client for the service provided by the Service Provider at the date of the claim, communicated by registered letter with acknowledgment of receipt.
Each party is responsible to the other for any failure to fulfill their obligations.
It is the Client’s responsibility to verify the content of the deliverables provided by the Service Provider and to raise any reservations. The acceptance of the deliverables is deemed to be made if the Client does not raise any objections within fifteen (15) days of the delivery of the service.

ARTICLE 11: DISCLOSURE RIGHTS

Unless explicitly stated otherwise by the Client, communicated by registered letter with acknowledgment of receipt, the Service Provider reserves the right to mention its work for the Client as a reference in its commercial prospecting, external communication, and advertising efforts. The Client holds the same rights to cite and reference the Service Provider.

ARTICLE 12: FORCE MAJEURE

The Service Provider’s liability cannot be invoked if the non-performance or delay in the performance of any of its obligations described in these General Terms and Conditions results from a case of force majeure. For this purpose, force majeure is defined as any external, unforeseeable, and irresistible event as per Article 1218 of the Civil Code.
Within a maximum of five (5) business days following the occurrence of such an event, the party affected by force majeure agrees to notify the other party by registered letter with acknowledgment of receipt and to provide proof of the event. The affected party will make every effort to eliminate the causes of the delay and will resume performance of its obligations as soon as the force majeure event has ended.
However, if the force majeure event continues beyond a period of fifteen (15) business days from the date of receipt of the force majeure notification, each party will have the right to terminate the agreement, without any entitlement to damages. Such termination will take effect from the date the other party receives the termination letter sent by registered mail with acknowledgment of receipt. If the agreement is terminated by the Client due to force majeure, the Client must pay the Service Provider all amounts due up to the date of termination.

ARTICLE 13: DISPUTES

These General Terms and Conditions and the letter of engagement signed between the parties are governed by French law, to the exclusion of the Vienna Convention on the International Sale of Goods and rules concerning conflicts of laws and jurisdictions.
All disputes, disagreements, or claims that cannot be resolved amicably, relating to the formation, conclusion, validity, interpretation, execution, nullity, expiration, performance, or termination of the contract or sales, will fall under the exclusive jurisdiction of the Commercial Court at the location of WINDOME BANKING PARTNERS’s registered office.
This applies even in cases of summary proceedings, third-party claims, incidental requests, or multiple defendants, and notwithstanding any jurisdiction clauses that may be present in the Client’s documents that could obstruct the application of this clause.