The terms used in the contract, whether singular or plural, shall have the meaning given to them below.

Embedded device: GSM and GPS telematics device installed in a PSA vehicle referred to as GP7000-P in the contract or any other telematics device sold by PSA in the future.

Services: Processing of data supplied by the embedded device to monitor and view the vehicle’s route on a map, monitor the activity outside of the route, the type of driving, Driver ID, data analysis and report creation.

Geo-tracking: Enables the processing of data provided by the vehicle on the road and the real-time display of the vehicle fleet’s position using a card.

Telematics data provided by the embedded device: Tracking data, data taken directly from the vehicle and data pulled from possible optional extras connected to the GP7000-P.

Servers: Computer systems receiving and processing information provided by the embedded device, accessible to the Customer through the Internet.

The purpose of this contract is to define the conditions in which the service provider provides the Customer with telematics data from operational embedded devices installed in their vehicles and gives them access via Internet to a service that analyses the data from the embedded device, allowing them to locate equipped vehicles and process the data provided.

The various services selected by the Customer are listed in the Special Conditions, without this list being exhaustive.

Overall, the Provider offers the following services :

1. PROVISION OF SOFTWARE PLATFORMS AND OR SOFTWARE
   The Provider agrees to provide the Customer with a software platform granting the Customer Internet access to telematics data from its vehicles provided by the embedded devices and received and processed by the Provider’s servers.

   The Customer is clearly informed that the quality and speed of transmission of information on the Server are directly dependent on the choice of Internet transmission mode (ADSL mode for example).

2. TRAINING
   AXODEL undertakes to provide the Customer with a training service, either by telephone or onsite, that is adapted to the “embedded telematics” solution chosen by the Customer.

   Training dates will be offered to the Customer, who undertakes to confirm one of these dates by fax the same day.

3. CUSTOMER SERVICE (HOTLINE ACCESS)
   The Provider must support all the operations related to the Customer’s geo-tracking solution according to the provisions set out in the Annex, which is considered a contractual document.

   User help services cannot under any circumstance replace the billed training and support services offered by the Provider.

   The Provider undertakes to provide the Customer with a remote user help desk, by telephone or email with a general mailbox, from 9:00am to 12:30pm and from 2:00pm to 6:00pm, French time, except during French bank holidays and company closures.

   The Provider undertakes to provide 2 to 8 calls a day per customer, depending on the size of the customer’s fleet and its perceived needs.

   Should a problem occur, the Customer must notify the Provider as soon as possible.

   The Provider undertakes to respond within a maximum of 72 business hours from the moment the call or message was processed.

   The Provider also agrees that the maximum time for an intervention on site, in the event that it is deemed necessary, is 14 (fourteen) business days after the call or the reception of the message.

   As part of the user support service, the Provider is subject to a best-efforts obligation. The Provider undertakes to dedicate a reasonable amount of care and attention to the provision of the user support service.

   Before submitting a request for assistance to the Provider, the Customer will :

• Report the problem that occurred to Customer Services as soon as possible;
• Gather all necessary information for the resolution of the problem in question;
• Report if said problem has already been discussed before.The Customer must give the Provider free access to all material and documents needed for the fulfilment of the task.

  As a precaution, and in order to minimise any problems, the Customer agrees to :

• Guard against the risks of degradation of materials by its own staff and colleagues, noting that in this case, the Provider’s intervention will be billed to the Customer.
• Guard against risks by ensuring the sustainability of databases, computer memories or any other document, material or programme that could be entrusted to the Provider for the tasks that need to be carried out, it being understood that the Customer waives the Provider’s responsibility for all damage caused to these items.
• Ensure that its staff and employees who use geo-tracking solutions have the appropriate level of knowledge and skills to use them; if not, to provide specific training for the software at its own expense before anyone can use it.
• Ensure that its staff and employees who use geo-tracking solutions only use the equipment provided for the software connected to these solutions.

4. BILLED AUDITING
   At the express request of the Customer and upon completion of a preliminary quote, the Provider can offer the following support services:

• IT development support;
• Advice on the choice of materials in the field of IT that are best suited to production and manufacturing operations and on their qualitative and quantitative development;
• Specialised audits such as telephone, expertise, etc.

The Provider will dedicate the utmost level of care and attention to accomplishing the task with which it has been entrusted. It specifically undertakes to act in the best interests of the Customer.

The Provider will assign enough competent, available employees to carry out the assignment before the set deadline.

The assignments will be specified in a special services contract.

Once the assignment has been completed, the Provider will deliver a follow-up report to the Customer.

The Customer has a period of three weeks after the report’s submission date to give written notice of its acceptance or remarks to the Provider.

If the Customer does not comment within that period, the report shall be deemed accepted by the Customer.

This contract is for a fixed, irrevocable term of 12 (twelve), 24 (twenty-four), 36 (thirty-six), 48 (forty-eight) or 60 (sixty) months following the signature, depending on the Customer’s choice.

Upon expiration of the initial period chosen by the Customer and specified in the Special Conditions, if the Customer did not choose to renew by signing a new contract for the same purpose with AXODEL, this contract will automatically be renewed for a further period of 24 months with the same financial conditions.

In both cases, the parties may terminate either contract (initial or renewal) at the stipulated end date by sending a registered letter with acknowledgement of receipt, with a standard three-month notice period.

Services are provided at the rates mentioned in the rates list specified on the order form or in the business proposal sent to the Customer.

Rates are provided before tax (BT)

Invoices are payable in advance, within 30 days of receipt by cheque or bank transfer unless special conditions are set out on the order form.

In the event of late payment or of the payment of amounts owed by the Customer after the period set out above and after the payment date on the invoice sent to the Customer, late fees of 3 ( three) times the legal interest rate applied to the purchase price inclusive of VAT listed on the invoice will automatically and by right belong to the Seller, without any further procedures or prior warning, without prejudice to any other action that the Seller would be entitled to bring in this capacity with regard to the Customer.

AXODEL will not be required to provide the services if the Customer does not pay the price laid out in the Terms and Conditions specified in this contract and/or the order form.

Should the Customer fail to comply with the terms and conditions of payment, AXODEL further reserves the right to suspend the provision of all its services for current contracts and orders.

6.1 AXODEL undertakes to dedicate a reasonable amount of care to the performance of its services. AXODEL is subject to a best-efforts obligation for its services.

6.2 AXODEL is not liable for any indirect damage such as lost profits or losses emanating from or resulting from this contract, or damage to persons or property separate from the purpose of the contract.

Should a verdict be reached against the Provider in a legal dispute, for any reason whatsoever, the actual sentence imposed may not exceed the amount paid by the insurance for third-party liability.

6.3 Waiver of AXODEL’s contractual liability

The Customer cannot come to AXODEL seeking responsibility should the procedure and/or the immobilisation procedure for the vehicle fail, if the location failure is not due to a malfunction of the platform that receives and processes the data transmitted, and in particular in the following cases:

• When the Customer’s vehicle is in a geographical area that is not covered by f AXODEL’s telecommunications partners’ GSM networks;
• When the vehicle is in a location that does not allow satellite signal reception or the reception of GSM and/or GPS waves, in particular, underground car parks, closed metal environments or material impervious to radio waves, etc.;
• Interruption or suspension of a GSM and/or GPS network, or difficulty connecting to a satellite;
• Presence of a strong electric field or a wave jamming system near the vehicle;
• Destruction of equipment following an accident involving the vehicle;
• Abnormal material degradation due to abnormal use by the Customer’s staff or partners;
• Neutralisation of the system due to vandalism.

AXODEL will in no way be held liable for any interruption of service resulting from decisions made by public authorities or directly or indirectly resulting from malfunctions related to communication networks that are independent of AXODEL but on which the performance of services depends or resulting from unpredictable events or force majeure.

In all cases, AXODEL’s liability will not be incurred for any customers whose regular payment of royalties or monthly instalments is not up to date on the date of the event constituting the basis of its claim or its action.

AXODEL agrees to take all measures necessary to ensure the provision of the software platform in the best possible conditions. However, the Provider cannot vouch for the reliability and/or operation of the telecommunications systems used. The Customer therefore relieves the Provider of any liability related to any consequences that may result from the use of such telecommunications methods.

The Provider’s liability cannot be incurred in the case of a technical failure rendering the service unavailable.

Moreover, AXODEL’s liability will be mitigated, excluded, or limited in the following cases:

Given the nature of the best-efforts obligation, AXODEL’s liability cannot be incurred by the Customer for direct damages not caused by AXODEL’s failure to provide its own services.

For the same reason, AXODEL shall in no circumstances be held liable for any consequential damage suffered by the Customer in the event of the theft of their vehicle, particularly with regard to losses or damages of a commercial nature, whatever they may be.

In addition, AXODEL’s liability cannot be incurred in the case of force majeure, in particular in the following situations, although this list is not exhaustive:

• Any damage resulting from malfunctions caused by the manner in which the Client used the product,
• Interruption of EDF’s services, the lack of coverage by operators’ GSM networks or delivery times of messages to equipped vehicle(s),

6.4 Il est convenu entre les parties, should AXODEL’s liability be incurred, the potential compensation that the Customer could receive shall not exceed, for all the damage suffered, an amount equal to the amounts the Customer actually paid AXODEL during the three months preceding the injurious event.

7.1 This Agreement shall not, under any circumstances, be subject to a total or partial transfer for money or free of charge by the Customer.

7.2 Should the Customer wish to contract any service of any kind, directly related to the purpose of this contract, the Customer agrees to first request the service from the Provider

7.3 It is expressly stated to the Customer that the proper operation of the embedded device implies the full respect of its obligations without which the proper operation of the device or the prior transmission of information to the platform necessary for its processing cannot be guaranteed.

In addition to its commitment to comply with all the general and specific clauses of this contract, the Customer agrees to comply with the obligations below, although this list is not exhaustive. The Customer undertakes to:

• Use the embedded device for its intended purpose as any use, whether illegal or not, will incur the sole liability of the Customer,
• Use the embedded device in accordance with the technical instructions that were provided along with the installation and implementation records,
• Carry out the maintenance and monitoring operations set out in the contract as well as the operations that AXODEL may occasionally request,
• Keep the equipment in vehicles as it was installed by PSA or its authorised installers, without changing the location or the environment,
• Protect the password given to the Customer, which is unique and personal, and must be strictly kept secret,
• Not to distribute the access codes to anyone, without AXODEL’s prior, express and written authorisation,
• Immediately warn AXODEL, by registered letter with acknowledgement of receipt, in the event of the loss or theft of the access codes,
• Ensure that its information systems are protected against malicious acts and computer viruses,
• Refrain from attempting to directly or indirectly access the software’s source code,
• Refrain from attempting directly or indirectly to access maintenance or equipment repair operations, without AXODEL’s prior consent.

Should the Customer breach any of its obligations, AXODEL will be released from any liability.

7.4 In relation to its clients and third parties, as part of its business, the Customer shall be sole liable for damages caused by equipped vehicles.
Accordingly, the Customer specifically indemnifies AXODEL against any action by a third party.

7.5 As AXODEL’s provision of services to the Customer requires the active, regular cooperation of both parties, the Customer must:

• Provide AXODEL with all the elements it considers necessary and useful for the execution of services.
• Provide AXODEL with free access to all the elements it considers necessary and useful for the execution of services.
• Put AXODEL in contact with everyone in the company it deems useful, and select a contact who can respond to questions and accept the solutions put forward by AXODEL.
  This person who will be the sole contact for AXODEL shall be able to provide AXODEL with any information and support needed to fulfil the contract on behalf of the Customer. Should the person selected no longer be able to fulfil their duties, the Customer must provide a replacement as soon as possible.
• Take into account the fact that AXODEL does not necessarily have an in-depth knowledge of the Customer’s business activities. As such, any ambiguities or inaccuracies should be explained by the Customer as soon as it becomes aware of them. The Customer shall notably give the Provider any useful explanation or information regarding its services and environment. It will instruct its staff to work with the Provider.
• Implement any means necessary – such as creating a specialised research group, organising regular meetings between managers, publishing memos, etc –  to act as a bridge between AXODEL and the entire company and have the management team back the solutions put in place, as the success of the project depends on a good integration with the company.
• Comply specifically with the instructions for implementing the software and hardware when using the product.
• Ensure that staff and employees who use the software have the appropriate level of knowledge and skills to use it in accordance with the documents provided; if not, to provide specific training for the software at its own expense.

AXODEL will be released from its obligation to fulfil the contract if the Customer does not respect the obligation to cooperate. AXODEL cannot be held liable in any capacity whatsoever for malfunctions caused by non-compliance with these obligations.

7.6 The Customer releases the Provider from any and all liability for damage to the database, computer memories or any other document, material or programme that could have been given to AXODEL for the duties that it must perform.

The same clause applies when operations resume after AXODEL’s intervention.

For this, the Customer will protect itself against these risks by creating a copy of all documents, files and media, and by scheduling the necessary when operations resume.

The Customer shall in no case terminate this contract due to the theft of, the loss of or damage to the embedded device needed to provide the service covered in this contract, and that for whatever reason (especially incidents, accidents, etc).

In the case of theft of the vehicle equipped with the embedded device, and as part of its best-efforts obligation, AXODEL only needs to inform the Customer of its location and has no obligation to physically recover said vehicle or to protect it from vandalism or damage from whatever reason.

The software used with the geo-tracking solution is granted under licence.

Therefore, issues relating to its use, in particular those relating to safeguards and accountability, are addressed in the general software product licensing terms for the end-user provided with the Terms and Conditions of Sale of the embedded device during installation.

Customers whose business or activities are subject to French law must comply with the French legislation on data protection.

In accordance with the Data Protection Act of 6 January 1978 (loi Informatique et Libertés), AXODEL recommends the Customer visit its websites and use a link devoted to this purpose to make a simplified declaration to the French National Commission for Data Protection (Commission Nationale Informatique et Libertés, CNIL).

The Customer has the right to access and correct relevant information by sending a request to AXODEL.

The Customer is clearly informed and agrees to only use the information collected on the Server for the professional purposes for which it was intended. This information shall not in any case be used for applications that may affect private rights as described by the CNIL, especially the morality and privacy of individuals.

Customers whose business or activities are not subject to French law must ensure they comply with applicable data protection laws.

Regarding geo-tracking, the Customer specifically undertakes:

• Not to use (or allow others to use) the information and services provided by AXODEL to transmit data of any kind whatsoever that would be in violation of laws and regulations, that could be considered obscene, threatening, offensive or defamatory, that would infringe upon confidentiality agreements, property rights and the right to privacy or that is generally unethical;
• To respect the usage rights of the databases provided by AXODEL;
• To provide all necessary protection to its computer systems, in particular against any malicious act and against all forms of viruses.

Each party undertakes, except with prior written approval, not to operate and not to share the other party’s data, methods, expertise, source codes, manufacturing processes, technical information, and commercial and financial operations which it may have accessed during the performance of this contract directly or indirectly with a third party.

However, AXODEL cannot be held liable for the disclosure of confidential information if it is in the public domain or if it was regularly provided by other sources.

In addition to the events usually accepted by French case law as being cases of force majeure, the parties’ obligations will automatically be suspended should events beyond their control occur which prevent the normal performance of this contract, such as earthquakes, fires, storms, floods, the interruption of transport facilities for any reason whatsoever, total or partial strikes whether internal or external to the company, company lockouts, the interruption of telecommunications, the interruption of computer networks, computer failures, etc.

The party noticing the event shall promptly inform the other party of its inability to perform its services and provide proof. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late fees.

However, as soon as the cause of the suspension of their reciprocal obligations has disappeared, both parties shall make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the affected party will notify the other party of the resumption of its obligation by any written means (email, post, registered letter with an acknowledgement of receipt).

It is expressly agreed that both parties can cancel this contract without further formality if the event, defined as a potential suspension of obligations, lasts more than 6 (six) months. However, this cancellation can only take place 30 (thirty) days after sending a formal notice by registered letter with acknowledgement of receipt or an extra-judicial process stating the intention to apply this clause. The contract would then be cancelled without any damages being borne by the contracting parties.

The provisions of this contract including its introductory statement and its annexes, constitutes the entire agreement between both parties. It supersedes any prior proposals or agreements, as well as any other communications between the parties relating to the subject of the contract.

No amendments will be accepted without the signature of an addendum by both parties.

If any of terms of the contract become invalid in the light of an existing rule of law or a final court decision, they will be deemed unwritten without invalidating the contract or altering the validity of its other provisions

Should any difficulties interpreting any of the titles or any of the provisions occur, the content of the clause will override the title

The fact that a party does not claim the application of any provision of the contract or agrees for it not to be performed, either permanently or temporarily, shall not be construed as a waiver by that party of its right to benefit from said clause.

This agreement is subject to French law.

ANY DISPUTES THAT COULD ARISE FROM THIS AGREEMENT REGARDING ITS VALIDITY, INTERPRETATION, PERFORMANCE OR IMPLEMENTATION AS WELL AS THEIR CONSEQUENCES AND REPERCUSSIONS WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT IN GRASSE (Alpes-Maritimes, France).

Failure on the part of the Customer to meet its contractual obligations will give AXODEL the possibility of automatically terminating the contract, two weeks after sending a formal notice by registered letter with acknowledgement of receipt that has remained unheeded, especially in the following cases:

• In the event of non-payment by the Customer on the contractual due date of any amount due by the Customer under this contract,
• In the event of a breach of any of its obligations by the Customer.

The termination of the contract may also be ordered in the case of receivership or liquidation of the Company by the courts.

In all cases, the Customer undertakes to pay AXODEL, in addition to any amounts due for services provided under the contract, a termination fee for the damage incurred that is equal to the total amount including VAT of the remaining monthly instalments on the date of termination, plus 10%.