Article 1 – General Provisions

1.1 Application These General Terms and Conditions of Sale (hereinafter “GTCS”) apply to any order placed with the company ÉSTIAM S.A.S (hereinafter “ÉSTIAM”), whose registered office is located at 51 rue Paul Meurice – 75020 Paris, by its clients (hereinafter “Client(s)”). These GTCS prevail over any other general terms and conditions and may only be modified by Special Conditions previously and expressly accepted in writing by ÉSTIAM and by the Client. Under no circumstances are the Client’s general terms and conditions of purchase enforceable against ÉSTIAM’s GTCS. By placing an order with ÉSTIAM, the user acknowledges having read these GTCS, understanding them, and declares to approve them without reservation.

1.2 Commercial References The Client authorizes ÉSTIAM to include the Client’s name and/or logo on a list of commercial references, unless explicitly stated otherwise by the Client.

1.3 Assignment The GTCS shall be applicable to the Parties as well as to all their successors or assignees, it being expressly admitted by the Parties that they may not assign or delegate their rights or obligations stipulated herein (other than those expressly admitted hereunder) to any third party without the prior written agreement of the other Party.

Article 2 – Orders

Article 2.1 – Orders for Consulting Services ÉSTIAM may in no way be held liable for the consequences of a lack of information on the part of the Client or for the inaccuracy of the information given to it by the Client. For any order, the Client must send ÉSTIAM a detailed written request. ÉSTIAM will then send a detailed quote to the Client regarding the services, prices, and proposed billing schedules. ÉSTIAM may have recourse to external partners. Any order must be formulated in writing by returning to ÉSTIAM a copy of the quote bearing the Client’s signature and stamp and marked “Read and approved, good for agreement” (Lu et approuvé, bon pour accord). Any order is subject to acceptance by ÉSTIAM, which occurs within eight (8) working days of receipt of the order. ÉSTIAM may modify certain terms of the order, and notify the Client thereof, who shall be deemed to have accepted said modifications in the absence of contestation within a period of five (5) working days from the date of receipt of the notification.

Article 2.2 – Orders for Training Services ÉSTIAM may in no way be held liable for the consequences of a lack of information on the part of the Client or for the inaccuracy of the information given to it by the Client. For any order, the Client must send ÉSTIAM a detailed written request. ÉSTIAM will then send a detailed quote to the Client regarding the services, prices, and proposed billing schedules. ÉSTIAM may have recourse to external partners. Any order must be formulated in writing by returning to ÉSTIAM a copy of the quote bearing the Client’s signature and stamp and marked “Read and approved, good for agreement” (Lu et approuvé, bon pour accord). Any order is subject to acceptance by ÉSTIAM, which occurs within eight (8) working days of receipt of the order. ÉSTIAM may modify certain terms of the order, and notify the Client thereof, who shall be deemed to have accepted said modifications in the absence of contestation within a period of five (5) working days from the date of receipt of the notification.

Article 2.2.1 – Order for training services by a natural person (individual) In the case where a Client is a natural person (personne physique), they may register for training delivered by ÉSTIAM. ÉSTIAM will establish a training agreement (convention de formation) with the Client which will define the legal framework of the training as well as the respective obligations of the parties. The Training Organization and the Client are stakeholders in the professional training process. The Client undertakes to respect the training schedule and, therefore, participates regularly in their training. The Client will carry out all steps and/or work related to this training which will be counted as training time pursuant to legal provisions.

• The Client undertakes to participate in all training hours scheduled in the calendar with punctuality and diligence;

• The Client undertakes to scrupulously respect the internal regulations of the Training Organization which will have been given to them at the start of their training;

• The Client undertakes to respect the Labor Code governing the professionalization contract during its duration;

• The Client undertakes to respect the terms of the employment contract, particularly regarding the tasks to be performed within the scope of their job;

• The Client undertakes to attend evaluation tests;

• The Client undertakes to sit for examination tests.

The Client undertakes to settle the invoice concerned by cash/immediate payment upon receipt. Any sum unpaid at its due date will automatically bear interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation on the due date of payment plus 10 percentage points from the first day of delay, calculated on the amount of the due invoice, starting from the day following its due date, until the date of its payment. In the case of full subrogation, invoices will be sent directly to the Client’s funder. In the case of partial subrogation, the amount of the difference will be billed directly to the Client, payable in advance (terme à échoir), payment by bank transfer according to indications appearing on the invoices. In the event of breach of the agreement, a notice period of two months, from the date of receipt of the reasons for which the Client terminates this agreement, will be required before ending the agreement. The Client must attend the training sessions planned as part of their training during the notice period. Any absence will be billed, and not included in the certificates issued to funders.

Article 2.2.2 – Order for training services by a legal entity In the case where a Client (hereinafter “the Employer”) is a legal entity (personne morale), it may register one of its employees (hereinafter “the Employee” or “the Trainee”) for training delivered by ÉSTIAM. ÉSTIAM will establish with the Client and/or the Trainee a training agreement which will define the legal framework of the training as well as the respective obligations of the parties. The Training Organization, the Employer, and the Employee are stakeholders in the professional training process. The Employer covers the Employee’s remuneration as well as charges not falling within the scope of possible exemptions. In the case of a work-study contract (contrat en alternance), the Employer must ensure the registration of the contract with the DIRECCTE within the legal deadline of one month from the date of hiring and no later than 5 days following the start of the training. This registration will be carried out via the Employer’s OPCA (authorized joint collection body). A refusal of the file by the DIRECCTE due to non-compliance with this deadline will cancel the contract but will not prevent the billing of training hours actually performed. The Employer undertakes that the Employee respects the training schedule and, therefore, participates regularly in their training. The Employer will allow the Employee to carry out all steps and/or work related to this training which will be counted as training time pursuant to legal provisions. During the duration of the training agreement and in accordance with legislation, the Employee benefiting from the training retains the status of employee. During training periods, the Employee remains under the legal subordination of the Employer and benefits from the “workplace accident” insurance subscribed by the Employer for workplace and commuting accidents. In the case where a Client (hereinafter “the Employer”) registers one of its employees (hereinafter “the Employee”) for training delivered by ÉSTIAM, the Employer undertakes to:

• Appoint a tutor responsible for supervising and training the Employee in the company.

• Ensure the Employee follows all teachings and pedagogical activities dispensed by the Training Organization as part of the training.

• Present the Employee for validation tests.

• Ensure or have ensured in the company the practical training of the Employee by entrusting them notably with tasks allowing the execution of operations or works subject to the progression agreed upon by mutual agreement between the Training Organization and the Employer.

• Perform as soon as possible the mandatory declarations so that the Employee benefits from the social regulations in force.

• Immediately inform the DIRECCTE, the OPCA, and the Training Organization in case of early termination of the contract.

• Guarantee payment to the training organization of the entirety of the training costs, regardless of the amount of coverage possibly provided by its OPCA.

In case of total or partial non-execution of the training service, the employer undertakes to pay a sum equivalent to the pro-rata of the training time remaining to be dispensed during the current year, unless the breach is linked to serious misconduct or gross negligence (faute grave ou lourde) by its employee. In the case of direct coverage by the employer, the Training Organization will bill its services to the employer, quarterly and payable in advance (terme à échoir). The Employer will settle the invoice concerned by cash/immediate payment upon receipt. Any sum unpaid at its due date will automatically bear interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation on the due date of payment plus 10 percentage points from the first day of delay, calculated on the amount of the due invoice, starting from the day following its due date, until the date of its payment. Furthermore, any delay or refusal of payment at the due date will entail, automatically (de plein droit), after a formal notice by registered letter with request for acknowledgment of receipt remaining unsuccessful 8 working days after its dispatch, the immediate exigibility: in addition to late penalties, any sum, including the deposit, unpaid at its due date, will automatically generate the payment of a lump sum indemnity of €40 (forty euros) due for recovery costs; when the recovery costs exposed are higher than the amount of this lump sum indemnity, the Training Organization may request additional compensation, upon justification, of invoices not yet due, the payment delay entailing forfeiture of the term (déchéance du terme). Furthermore, in case of total or partial payment default, the Training Organization will retain any deposits possibly received, as a minimum lump sum indemnity without prejudice to additional damages it could claim. Finally, in case of doubt regarding the Employer’s solvency established on the basis of data internal to the Training Organization such as delays in payment of previous invoices, or on that of external data such as, for example, the registration of liens (inscription de privilèges), the Training Organization reserves the right to terminate and/or resolve automatically, immediately, by the sole issuance of a registered letter with acknowledgment of receipt, all current orders, without compensation. Failure to settle an agreed deadline will entail the suspension of the training. The DIRECCTE and the paying body will be informed thereof. During the period of suspension of the training, the Employee will be considered absent and the scheduled training hours will be billed to the Employer and not included in the certificates issued to funders. Training will only resume after payment of all sums due including a lump sum indemnity set at 10% (ten percent) of the unpaid amount. In the case of full subrogation, invoices will be sent directly to the Employer’s OPCA. In the case of partial subrogation, the amount of the difference will be billed directly to the Employer, payable in advance, payment by bank transfer according to indications appearing on the invoices. In case of total or partial non-execution of the training service, the employer undertakes to pay a sum equivalent to the pro-rata of the training time remaining to be dispensed during the current year, unless the breach is linked to serious misconduct or gross negligence by its employee. In case of termination of the employment contract between the Employer and the Employee, the agreement is liquidated pro-rata to the effective progress of the training. In all other cases, the Employer must notify in writing the reasons for which it wishes to end the training agreement. A notice period of two months, from the date of receipt of the reasons for which the company terminates this agreement, will be required before ending the agreement. The Employee must attend the training sessions planned as part of their training during the notice period. Any absence will be billed, and not included in the certificates issued to funders.

Article 3 – Prices and Payment Conditions

3.1 Prices The Client acknowledges having read and accepted the rate indicated at the time of their order. The price of the services is that in force at the time of issuance of the order; any discount previously granted may be modified upon each new order. Prices are expressed in euros excluding taxes and are to be increased by the VAT rate in force.

3.2 Payment Conditions ÉSTIAM establishes invoices according to the schedule provided for at the time of the order. The Client undertakes to effect payment thereof within the deadlines agreed upon at the time of the order. The payment due date is stipulated clearly on the invoice. Any sum unpaid at its due date will automatically bear interest at a rate; this rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points from the first day of delay. Furthermore, any delay or refusal of payment at the due date will entail, automatically, after a formal notice by registered letter with request for acknowledgment of receipt remaining unsuccessful 8 working days after its dispatch, the immediate exigibility:

• for any professional, in addition to late penalties, any sum, including the deposit, unpaid at its due date will automatically generate the payment of a lump sum indemnity of 40 euros due for recovery costs; when the recovery costs exposed are higher than the amount of this lump sum indemnity, ÉSTIAM may request additional compensation, upon justification.

• of invoices not yet due, the payment delay entailing forfeiture of the term.

Furthermore, in case of total or partial payment default, ÉSTIAM will retain any deposits possibly received, as a minimum lump sum indemnity without prejudice to additional damages it could claim. Finally, in case of doubt regarding the Client’s solvency established on the basis of data internal to ÉSTIAM such as delays in payment of previous invoices, or on that of external data such as, for example, the registration of liens, ÉSTIAM reserves the right to terminate and/or resolve automatically, immediately, by the sole issuance of a registered letter with acknowledgment of receipt, all current orders, without compensation. In the case where a delegation of payment has been requested by the Employer from its OPCA, the Training Organization will comply with the billing and settlement conditions of the designated OPCA, which informs the Training Organization of its settlement modalities.

Article 4 – Property Rights ÉSTIAM retains all copyright (literary and artistic property) and intellectual and industrial property rights on the content of intellectual services as well as on the literature published and documentation provided by ÉSTIAM. Any reproduction, modification, or disclosure to third parties of all or part of these productions, in any form whatsoever, is prohibited without the prior written agreement of ÉSTIAM.

Article 5 – Liabilities The obligation subscribed by ÉSTIAM, within the framework of its services, constitutes an obligation of means (obligation de moyens) and not an obligation of result (obligation de résultat). ÉSTIAM dispenses a significant part of its services based on technologies, documents, hardware, media, or tools provided by manufacturers, without being able to be held liable for the content of these elements (translation error, difference in version or update, etc.). The Client undertakes to provide ÉSTIAM with all means that would be necessary for the services to take place under normal conditions and in an adapted and compliant environment. ÉSTIAM cannot be held liable in any case for a lack of provision by the client of hardware or software, for the management of a possible breakdown, or for the conformity of the site. Any problem of any nature whatsoever occurring before, during, or after the service cannot engage ÉSTIAM’s liability. In no case may ÉSTIAM be held liable for damages due to the non-execution by the Client of its obligations, for indirect or immaterial damages, for damages resulting from the loss of data, for damages linked to a delivery delay, a shortage or damage, for damages linked to non-conformity with the Client’s needs, or for damages due to a cause independent of ÉSTIAM’s will constituting force majeure. Moreover, in the hypothesis where its liability were to be recognized by the courts, for any cause attributable to it, the maximum amount of indemnity claimable by a Client for reparation of their prejudice would be limited to 10,000 euros. It is expressly agreed that any financial or commercial prejudice (for example loss of profits or savings, loss of orders, or any commercial disturbance) or any action directed against the Client by a third party constitutes indirect damage and consequently does not give rise to a right to reparation. The same applies to the loss of the Client’s data or recordings.

Article 6 – Applicable Law – Attribution of Jurisdiction

6.1 Compliance with Laws This contract is subject to French law. The Parties undertake to comply at all times with the laws and regulations in force and applicable at the date of realization of the services governed by the General Terms and/or the Order.

6.2 Escalation Procedure Each of the Parties accepts that any dispute between the Parties relating hereto will be, initially, submitted to an experienced manager designated by each of the Parties; these managers will meet in order to find a solution to the dispute. The decisions taken by the managers mentioned above will be final and irrevocable, the Parties accepting as of now to submit thereto.

6.3 Competent Jurisdiction Any litigation will be under the jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris).