1. General Terms and Conditions of Sale for PROVATIS SA

The websites "provatis.com" and "app.provatis.com/provalert" have been developed by PROVATIS SA (registered with the Commercial Court of the canton of Vaud, Switzerland), which operates them. The commercial trademarks "Provabox" and "Provalert" are the exclusive property of the supplier (i.e. PROVATIS SA or PROVATIS).

The supplier reserves the right to modify these general terms and conditions at any time. The modified general terms and conditions come into effect as soon as they are published on the website for new orders of equipment and new subscriptions to services. The modifications do not affect the general terms and conditions that apply to equipment ordered previously and services for which the Buyer has subscribed to an annual subscription. PROVATIS SA makes its best efforts to send the modified general terms and conditions to the Buyer by email or to indicate them on the website.

The Buyer has the possibility to either save or print these general terms and conditions, provided that both saving and printing are done under their sole responsibility.

2. General Conditions for Sale

2.1 Integrity

These general terms and conditions represent the entirety of the obligations of the parties. In this sense, the Buyer is deemed to accept without reservation the entirety of the provisions provided for in these general terms and conditions.

2.2 Object

These general terms and conditions have the purpose of defining the rights and obligations of the parties in the context of the sale of goods (equipment) and services offered by PROVATIS to the Buyer.

Provabox is the good (equipment) and Provalert the software service (SaaS) provided, in the field of transport, via the Internet.

For the entire duration of this contract, PROVATIS SA provides the Buyer with the current version of the "Provalert" software for their use, in exchange for a fee. To do this, PROVATIS SA installs the software on a server that the Buyer can access via the internet.

PROVATIS SA continuously makes improvements to the software and enriches it with updates and regular upgrades. The latest features can be consulted from the service specification on the supplier's website (provatis.com).

The ownership of the equipment is transferred to the Buyer upon full payment. However, the risk is transferred upon delivery.

The minimum duration of the license covers the total lifespan of the equipment (guaranteed for 1 year), subject to full payment within the prescribed deadlines and annual renewal by the Buyer.

2.3 Contractual Documents

This contract is formed by the following contractual documents, presented in order of decreasing hierarchy: signed/accepted order containing information about the chosen equipment and services, these general terms and conditions.

2.4 Entry into Force / Duration

These general terms and conditions come into force upon purchase or on the date of receipt of the signed/accepted order. These general terms and conditions are concluded for the duration necessary for the provision of the equipment and services subscribed to in accordance with what is mentioned in the offers and/or orders and invoices; excluding situations where a longer duration is required in accordance with these general terms and conditions of sale or by law (e.g. situations referred to in article 3.2. warranty coverage, art. 3.5. liability, art. 5 confidentiality and art. 6.3. personal data).

3. Warranty and Liability

3.1 Guarantor

PROVATIS SA, Av. de Grandson 48, CH-1400 Yverdon-les-Bains (VD). The relationship between the guarantor and the holder of a Provabox is established via the following address: support@provatis.com.

3.2 Provabox Warranty Coverage

PROVATIS SA certifies that the equipment is guaranteed against errors, malfunctions, manufacturing and material defects under normal conditions of use, for a period of one (1) year from the date of delivery of the equipment.

During the warranty period, the equipment will be repaired or replaced at the discretion of PROVATIS SA, without any costs for parts or labor. This warranty only covers the replacement of the equipment. If the equipment is repaired after the end of the warranty period, the warranty period for the repair ends six (6) months after the repair date.

3.3 Exclusions from Provabox Warranty

The warranty does not cover normal wear and tear and abusive use. It does not apply when the equipment has been opened or repaired by a person not authorized by PROVATIS SA. It does not cover the repair or replacement of any part of the equipment resulting from damage caused by: misuse, presence of humidity or liquids, proximity or exposure to a heat source, accident, abusive use, use not in accordance with the instructions provided with the equipment, negligence or improper use, provided that PROVATIS has provided the Buyer with the instructions for use when delivering the equipment. The warranty does not cover material damage to the surface of the equipment.

3.4 Provalert Warranty/Liability

1. PROVATIS SA provides a warranty for the functionality and availability of SaaS services for commissioning in accordance with the provisions of these general terms and conditions.

2. The Buyer undertakes to indemnify and hold harmless PROVATIS SA from any claims by third parties related to the data recorded by the latter and to reimburse PROVATIS SA for all costs that may be incurred by the latter in the event of infringement of rights of any kind.

3. PROVATIS SA is required to block the storage space immediately if there is sufficient reason to suspect that the recorded data are illegal and/or infringe the rights of third parties. A well-founded suspicion of illegality and/or infringement of rights is particularly evident if courts, authorities, and/or other third parties inform PROVATIS SA of this. PROVATIS SA informs the Buyer without delay of this deletion and its reason. The blockage must be lifted as soon as the suspicion is completely refuted.

4. Within the limits of legal provisions, PROVATIS SA disclaims any liability towards the Buyer (or any third party) for loss of data and lost profits (including negligence for loss of profits). This exclusion of liability clause also applies to any loss caused directly or indirectly by the use of the "Provalert" software.

5. In all cases, regardless of the basis of liability, the mutual liability of the contracting parties is limited to the amount of the fee received during the six (6) months preceding the damage.

3.5 Alteration of Provalert Availability

1. Adaptations, amendments, or additions of any kind to the contractual SaaS services, as well as any provision allowing for the establishment or correction of malfunctions, may cause a temporary interruption or alteration of availability only if this is technically necessary.

2. The basic functions of the SaaS services are regularly checked. Maintenance of the SaaS services is mainly carried out between 8:00 a.m. and 5:00 p.m., Monday to Friday. In the event of a serious malfunction, such as the inability to use the SaaS services or a significant restriction on their use, maintenance is initiated quickly from the time the malfunctions are known or reported by the Buyer. PROVATIS SA informs the Buyer of maintenance work in a reasonable timeframe and carries it out as quickly as possible, respecting a 99.9% service availability rate.

3.6 Rights

This warranty is the only warranty granted to you. It replaces any other warranty or similar obligation that may arise from advertising, documentation, a website, packaging, or any other means of communication. If a part of this warranty is declared invalid or inapplicable, this does not challenge the other clauses of the warranty, which continue to produce their effects and remain in use. Outside of the warranty and within the limits authorized by law, PROVATIS SA offers its Provabox and Provalert solution AS IS WITH ALL DEFAULT VALUES and rejects, in particular but not limited to, any other accessory or express condition, implied accessory conditions (if any), obligations, or conditions of quality, reliability, or availability, accuracy or completeness of responses, results, absence of viruses, and absence of assistance or any other service, information, and related content. This warranty does not affect the rights granted by law regarding the sale of consumer goods. This warranty is not transferable.

4. Delivery Terms

Products are delivered to the address indicated by the Buyer on the order form. The Buyer undertakes to verify the condition of the goods upon receipt. They will inform the supplier of any defects found within 2 days of delivery, by email to support@provatis.com.

3.7 Liability (Provabox)

Neither PROVATIS SA nor its suppliers can be held liable, in accordance with the applicable legal provisions, for direct, indirect, incidental, non-incidental, or consequential damages or losses (including but not limited to damages and losses related to the inability to use the equipment, access to data, loss of data, loss of business or profit, interruption of work or professional activities) that the Buyer or third parties may suffer and resulting from the use or inability to use the Provabox solution, in cases where such damages and losses do not result from insufficient or inadequate quality of the type of equipment ordered.

To initiate a warranty claim, you must, during the warranty period, contact PROVATIS SA by email at "support@provatis.com" to provide details about the type of malfunction. A problem identification number [PIN] is required to return the equipment or any other type of product in accordance with the instructions received from PROVATIS SA.

3.8 Intellectual Property and Indemnification of Copyright

PROVATIS SA indemnifies, defends, and holds harmless the Buyer from any liability for all costs or expenses resulting from any lawsuit, complaint, or procedure against the Buyer or its Buyers based on a claim that any item or material, or any part thereof constituting the equipment or services provided under these General Terms and Conditions, Orders, or Offers, as well as any device or process resulting necessarily from their use, constitutes a patent infringement, copyright, trademark, trade secret, or other intellectual property right of a third party of any kind. The Buyer notifies PROVATIS SA promptly of any lawsuit, complaint, or procedure of this nature and gives authority to PROVATIS SA, information, and assistance (at PROVATIS SA's expense) for its defense. PROVATIS SA is required to pay all damages and costs awarded in this regard. Notwithstanding the above, the settlement of such a lawsuit, complaint, or procedure is subject to the consent of the Buyer, provided that the latter is not refused without valid reason. If the use of the aforementioned item, material, piece, device, or process is prohibited, PROVATIS SA, at its expense and discretion, either grants the Buyer the right to continue using the aforementioned item, material, piece, process, or device or replaces it with an identical non-infringing one.

4. Buyer's Obligations

4.1 Buyer's Obligations

1. The Buyer is required to prevent unauthorized access to the software by third parties by taking appropriate precautions. To do this, the Buyer gives, if necessary, the order to its employees to respect copyright. The Buyer gives, in particular, the order to its employees not to make copies of the software or not to transmit access data to third parties.

2. The Buyer is personally responsible for the entry and maintenance of their data and the information required to use the SaaS services, notwithstanding the Supplier's obligation to back up the data.

3. The Buyer is required to check their data, information about viruses or other harmful components before entering them and to execute the most recent anti-virus software for this purpose.

4. Upon the first use of the SaaS services, the Buyer is required to create a username and password to use the SaaS services. The Buyer is required to keep the username and password secret and not to make them available to third parties.

5. The Buyer is required to inform PROVATIS SA without delay of any unauthorized use of the username or password or any other security breach. In these cases, PROVATIS SA, in consultation with the Buyer, changes the Buyer's username and password.

6. The Buyer is required to take all necessary measures, in accordance with the Supplier's informed judgment, to maintain or improve the security of the data, software, and network connections. The user undertakes to change their password regularly, at least every 60 (sixty) days.

7. The Buyer is responsible for the perfect technical condition of their equipment, its proper functioning, and its compatibility with PROVATIS' deliverables, as well as its power supply and connection. This applies in particular to the operating condition and compatibility of the Buyer's data processing devices and communication equipment.

8. The Buyer supports PROVATIS in the execution and management of the contract and, if necessary, in the resolution of problems (correction of defects or replacement) if necessary. This includes, but is not limited to, authorizing and facilitating access to the Buyer's equipment or premises if necessary, or access to the Buyer's systems in the event of remote maintenance. During these interventions, whether maintenance, assistance, or other, the Buyer accepts limited or no access to the service. The Buyer must also accept interruptions if PROVATIS performs maintenance or other necessary technical interventions. PROVATIS makes an effort to coordinate and plan such interventions to limit the Buyer's operational interruptions. PROVATIS notifies the Buyer in advance and in a timely manner of any necessary service intervention.

5. Delivery Conditions

The equipment is delivered to the address indicated by the Buyer on the order form. The Buyer accepts to verify the condition of the equipment upon receipt. They will inform the supplier of any defects found within two (2) working days of delivery by email to "support@PROVATIS.com".

5.1 Return and Exchange

Delivered equipment will not be taken back, except in cases where the equipment is properly installed but does not work, has defects or errors leading to inadequate use, or does not match the technical specifications or object as presented by the seller, or in any other exceptional situation at the discretion of PROVATIS. PROVATIS will be the sole judge of whether a situation is exceptional or not. In any case, the return can only be made within fifteen (15) working days of receipt and if the equipment in question is in its original packaging and includes all accessories delivered in the same condition as upon receipt. Proof of purchase must be presented. Once the equipment is received, PROVATIS will send a new equipment in replacement.

5.2 Important Points Regarding Equipment Return

Please contact us by email at "support@provatis.com" within seven (7) days of receiving the equipment;

• We will confirm the registration of your return by sending you a return number;
• Please always use the original packaging and protections when returning the equipment;
• Return all items and accessories;
• Include a copy of your invoice with the shipment;
• Keep the original invoice in case of request for clarification;
• Make sure to affix sufficient postage to your package and address it to: PROVATIS SA, Av. de Grandson 48, CH-1400 Yverdon-les-Bains.

6. Confidentiality

The parties undertake (unless the law requires it) either for the entire duration of their commitments or at any time thereafter not to:

a) disclose or communicate to anyone or authorize knowingly or allow anyone to acquire a trade secret or professional or any other confidential information related to the activity, finances, negotiations, transactions, or internal affairs of the other party or any related or associated entity or any agent, customer, or Buyer of that entity or any detail thereof that they may have become aware of before, during, or in the course of the provision of goods and services (the "Confidential Information"); or

b) use or attempt to use any "Confidential Information" for their own use in any way that may cause harm and/or cause loss or disadvantage directly or indirectly to the other party or any other entity related or associated or to any of their respective activities or to be likely to do so or for any other purpose than to discharge their obligations under these terms.

During the entire duration of their commitments, the parties will endeavor to prevent the unauthorized publication or communication of Confidential Information in whole or in part.

All notes or memoranda related to Confidential Information that are acquired, received, or made by the parties during the entire duration of their commitments under these terms or before the date of provision of goods and services remain the property of the party originating the information. Such information will be returned by the parties to an duly authorized person or at the end of their commitments or at the request of the other contracting party during the entire duration of their commitments.

The parties acknowledge that it is in their interest to insist on the strict confidentiality of all Confidential Information and confirm that the agreements contained in these terms are reasonable and necessary to protect their proprietary interest. The parties undertake to inform each other immediately of any unauthorized communication or use of Confidential Information.

The parties acknowledge and agree that Confidential Information remains the property of the party that originated it and that nothing disclosed during the course of the business relationship or resulting from it should be interpreted as granting the other party any legitimacy, right, license, patent, copyright, design license, or other intellectual property right that may exist now or in the future regarding Confidential Information or that has evolved from this information, and nothing in this contract is considered a waiver, transfer, or right to these intellectual property rights by the other party.

For the purposes of this paragraph, confidential information means information marked as confidential or with the copyright symbol.

The provisions of this clause continue to apply for five (5) years after the provision of goods and services.

7. Confidentiality Policy and RGPD Compliance. Data Protection

7.1 Confidentiality Policy

Our system relies on controlled users by a so-called "client" defined by the Buyer. Each user has personalized access to their own information and cannot see that of others. Each user/client has a personal access code (login) protected by a password.

You have the right to access the information that concerns you.

We allow each user/"client" to delete, rectify, and export the information imported from/created in Provalert.

Furthermore, all data used are physically stored in a data center located in Switzerland, which offers PCI-DSS security and will be ready for RGPD by May 2018.

7.2 RGPD Compliance

PROVATIS SA will be ready for RGPD by the end of May 2018. In this regard, PROVATIS will post on its website the policy regarding the processing of personal data and/or the general terms and conditions of sale for PROVATIS SA modified, in the sense that the types of personal data to be collected and processed will be explicitly displayed as well as the modalities of the purpose and duration of the processing and the rights and obligations of the parties.

7.3 Personal Data

1. PROVATIS undertakes to collect and process all personal data provided by the Buyer in accordance with the applicable laws concerning the protection of individuals with regard to the processing of personal data and the free movement of such data.

2. PROVATIS ensures strict protection of personal data by protecting the confidentiality of personal data (i.e. any information about an identified or identifiable person - an identifiable person being a person who can be identified directly or indirectly - as well as other types of personal data as defined by applicable law), made available by the Buyer during the execution of its commitment.

3. PROVATIS undertakes to use this information only for the purpose of providing the equipment and services. PROVATIS will not use the information for other purposes and will not communicate personal data to any third party in any way or sell, publish, or reproduce, in whole or in part, personal data without the Buyer's prior written consent.

4. PROVATIS will not contact the Buyer's employees, in any way and under any pretext, without the Buyer's prior written consent and in accordance with the Buyer's instructions. To avoid any ambiguity, PROVATIS is authorized to use only the Buyer's personal data responsible for this contract for marketing, promotion, and distribution of any newsletter or other communication means that PROVATIS wishes to distribute. This can only be done upon receipt of a formal authorization form from the Buyer.

5. PROVATIS undertakes to take all necessary and adequate measures to ensure the confidentiality and protection of personal data, including: (i) granting access to all personal data received from the Buyer only to its employees who need to know them and who accept to preserve their confidentiality in accordance with the confidentiality obligations provided for in this Contract; and (ii) not using, disclosing, or allowing access to such personal data to any other third party, unless they can refer to a written consent received from the Buyer. PROVATIS confirms the confidential nature of personal data and that they are the property of the Buyer. No other use of such data is authorized than that in accordance with the provisions of this Contract. PROVATIS will not use, copy, modify, disclose, distribute, in whole or in part, personal data for its own interest or for that of a third party.

6. If any of the incidents mentioned in point 5 above occur, concerning the personal data provided by the Buyer, PROVATIS notifies the incident of which it has been informed immediately, documenting it with all necessary information for the Buyer within a maximum of 24 hours from the occurrence of the incident. PROVATIS will take all measures required by the regulation for the protection of individuals with regard to the processing of personal data and the free movement of such data in this type of situation and will indemnify the Buyer for any harm caused.

8. Intellectual Property Rights

The intellectual property rights to the services, the "Provalert" software, the website, and the documentation related to the services remain the property of PROVATIS SA.

9. Force Majeure, No Claim by the Buyer in Case of Interruption Not Related to PROVATIS' Performance

1. As long as and to the extent that the provision of equipment and services by PROVATIS is hindered by a case of force majeure (e.g. strikes or lockouts, interruptions or operations, lack of labor, energy, and raw materials, acts or omissions of governments, all considered not to be the fault of PROVATIS and constituting obstacles preventing PROVATIS' suppliers and beyond the control of PROVATIS and its suppliers), the mutual contractual obligations of performance are suspended.

2. If the hindrance due to a case of force majeure is of a non-provisional nature, the two parties to the contract are entitled to terminate the Contract or to terminate it with immediate effect with regard to the performance affected by this hindrance.

3. The commencement and end of the force majeure will be communicated without delay to the other party by the party thus affected.

10. Competent Jurisdiction / Applicable Law

1. The parties agree to apply Swiss federal law to the legal relationships arising from the contractual relationship, subject to the exclusions provided for by the provisions of private international law (PIL) and the United Nations Convention on International Sales of Goods (CISG).

2. Lausanne is agreed upon as the exclusive forum for any dispute that may arise in the context of the execution of this contractual relationship.