PREAMBULE

The term “SERVICE PROVIDER” is used to designate entities that belong to the AEGIDE Group.

The SERVICE PROVIDER designs, organizes and delivers professional training courses.

The term “CUSTOMER” designates any public or private entity (and its affiliates and joint ventures) which calls on the services of the SERVICE PROVIDER.

The term “Training service” designates the entire training-related service and includes the Preparation days, Training delivery days, Travel days, Stand-by days and Report-writing days, according to the scenarios mentioned in the offer and in the Particular Conditions.

The term “Preparation day” designates the time per day that has to be spent, prior to the provision of the service, on training course engineering, including the design of a tailor-made training module(s), the preparation and printing of documents, or simply the instructor’s preparation for the customer’s specificities. After analyzing the CUSTOMER’s request, the SERVICE PROVIDER notifies the CUSTOMER how much time will be necessary and it shall only be possible for this amount to be revised with the CUSTOMER’s prior approval.

The term “Training delivery day” designates the time during which the professional training is delivered.

The term “Travel day” designates the time required by the SERVICE PROVIDER’s instructor to travel to and from the location of the training.

The term “Stand-by day” designates the time that the SERVICE PROVIDER’s instructor is forced to spend on stand-by without activity during a mission.

The term “Particular Conditions” designates either an order form or written request issued by the CUSTOMER, or a bilateral training agreement issued by the SERVICE PROVIDER. The Particular Conditions are signed by both parties prior to the start of the Training service.

The term “CUSTOMER training account” designates an account in which a record is kept of the cumulated number of Preparation days and Training delivery days performed and invoiced by the SERVICE PROVIDER to this same CUSTOMER (and its affiliates and joint ventures). The cumulated number of days in the CUSTOMER training account allows the CUSTOMER to benefit from a sliding scale of tariffs based on a table of tariffs, as explained in Article 10.

Art. 1 - Generalities

The General Conditions of Sale for Training Services govern the Training services provided by the SERVICE PROVIDER.

Signature of these GCOSTS by the CUSTOMER implies their full and complete acceptance. On an exceptional basis, Particular Conditions may complement, replace or preclude one or more clauses of these GCOSTS. In the event of conflict between these GCOSTS and the Particular Conditions, the Particular Conditions shall prevail.

Art. 2 - Duration and termination

These GCOSTS are entered into for a minimum duration of one year, and shall be renewable by tacit agreement. They can be terminated with one month’s notice by either of the two parties by means of a letter sent by certified mail or email with acknowledgment of receipt (the deadline is determined by the date on which the GCOSTS are signed).

Art. 3 - Subject

The SERVICE PROVIDER intervenes as an independent company to deliver training courses, as defined by the programs in the Training Catalog or according to the specific work statement and the schedule established in agreement with the CUSTOMER, which are appended to the Particular Conditions where applicable.

The SERVICE PROVIDER provides these services on the basis of assistance. The SERVICE PROVIDER therefore refrains from substituting itself for the technical departments responsible for the design, manufacture, commissioning, operation, servicing or maintenance of the facilities.

The SERVICE PROVIDER refrains from substituting itself for the CUSTOMER’s decision-making power. Under no circumstances can the SERVICE PROVIDER’s advisory capacity be construed to be a decision / an order.

Limits of the mission

If the service is provided on premises made available by the CUSTOMER, the latter undertakes to ensure that such premises be compliant in all respects with the applicable regulations.

For any service that requires the implementation of equipment, appliances, machines or facilities which belong to the CUSTOMER, are in the CUSTOMER’s care or are operated by the CUSTOMER, the CUSTOMER undertakes to ensure that such equipment, appliances, machines or facilities be compliant in all respects with the applicable regulations.

Under no circumstances can the SERVICE PROVIDER be held liable for the functioning and operation of the facilities, equipment or other objects located on the premises on which the training takes place.

In these conditions, the SERVICE PROVIDER cannot be held liable in any respect whatsoever for any damage which these facilities, equipment or objects may sustain, or for any accidents, and the consequences thereof, of which these facilities, equipment or objects may be the cause, in particular with regard to any operating losses for which the SERVICE PROVIDER may otherwise have been held liable.

The SERVICE PROVIDER takes out an insurance policy that covers its professional civil liability and the different risks for which it could be held liable. For its part, it falls to the CUSTOMER to cover itself against the risks to which it may expose the SERVICE PROVIDER’s personnel, as well as against the accidents or incidents for which it may be held liable.

Art. 4 - Initiation of services

The dates of the services are decided on by common accord and are subject to Particular Conditions.

At the CUSTOMER’s request for training performed in France, the SERVICE PROVIDER may draw up a training agreement according to French law.

For training courses which are, with reference to French law, deemed to be chargeable to a continuous professional training account, the SERVICE PROVIDER, at the CUSTOMER’s request, draws up an agreement according to the terms of the order for the attention of:

       - the organization which manages the training funds (if applicable) (OPCA = French organization which collects mandatory contributions from companies to pay for training of personnel)

       - the CUSTOMER who validated the registration.

IMPORTANT: if the costs of the training course are not covered by the designated organization, the General Conditions of Sale are applicable to the CUSTOMER, who undertakes to settle the invoices.

At the end of the training course, the SERVICE PROVIDER issues a course certificate or certificate of attendance and the documents contractually provided for in the offer. These documents are sent to the CUSTOMER.

Art. 5 - Conditions of performance

Registrations

The CUSTOMER can pre-register:

- by telephone on 00 33 (0)5 57 35 04 60;

- by fax on 00 33 (0)5 57 35 04 68;

- or by e-mail to formation@aegide-vision.com

Registration shall be deemed firm and definitive on receipt of the registration request in the form of a fully completed and signed order form and/or simplified professional training agreement: by mail to the following address: 32 rue de Tauzia - 33000 BORDEAUX - France; by fax on 00 33 (0)5 57 35 04 68; or by e-mail to formation@aegide-vision.com

Participants may be replaced at any time prior to the training and at no additional cost, subject to the SERVICE PROVIDER being notified in writing and sent the names of the replacement participant(s) on the day before the training course at the latest.

For a training course carried out on an inter-company basis, written notification to attend specifying the dates and times, location and means of access will be sent prior to the course to the CUSTOMER, who sees to it that the information is forwarded to each participant. For training courses carried out on an intra-company basis, the order form shall serve as confirmation and the CUSTOMER shall notify its participants to attend.

On site, the participants are asked to sign a register that is used to draw up their certificate of attendance, which shall be sent after the course.

For training courses carried out on an intra-company basis, the CUSTOMER is required to:

- Designate a qualified representative to accompany the instructor and provide for means of access (time spent on stand-by and additional interventions shall be invoiced as extra costs);

- Inform the SERVICE PROVIDER’s instructor of the specific hygiene and safety requirements in order to protect personnel and prevent occupational hazards (French Decree No. D92-158 dated February 20, 1992);

- Supply the documents that are required for the service;

- Provide the equipment and resources that are required for the training course: classroom, whiteboard and markers, access to electric plugs for a video projector, etc.). For courses in the “Technical Risks” or “Defensive Driving” families, the equipment required shall be specified in the technical offer or in the Particular Conditions.

Deferral - cancellation

The CUSTOMER has the possibility of canceling a registration, subject to sending the SERVICE PROVIDER notification of such cancellation by e-mail with acknowledgment of receipt to the address formation@aegide-vision.com at least fourteen [14] calendar days before the course start date.

Up until the date fourteen [14] calendar days prior to the planned course start date, the CUSTOMER retains the possibility of asking the SERVICE PROVIDER to defer or cancel:

- The registration of one or more participants for inter-company courses;

- The performance of one of more intra-company courses.

In the event of cancellation by the CUSTOMER less than fourteen [14] calendar days prior to the course start date, 30% of the amount of the order, or of that part of the order which is canceled, shall be invoiced as a penalty. In this case, no days shall be counted in the calculation of the cumulated number of days in the CUSTOMER training account.

Any training session which is started is due in full. Any training session which the participant did not attend or only attended partially is due in full.

The Preparation days and Training delivery days provided for in the Particular Conditions shall be counted in the calculation of the cumulated number of days in the CUSTOMER training account.

The SERVICE PROVIDER reserves the possibility to defer or cancel an inter-company training session if the number of participants is insufficient for it to be educationally beneficial. In such a case, the SERVICE PROVIDER notifies the CUSTOMER at the earliest possible convenience. Except in cases of force majeure, the SERVICE PROVIDER undertakes to notify the CUSTOMER of the deferral of the course at least fourteen [14] calendar days prior to the course start date, and to propose new dates.

Art. 6 - Assessment and continuous improvement

Knowledge assessment questionnaires are used in the last part of the training session in order to check the participants’ knowledge with a view to issuing training certificates or instructor’s reports.

In addition, each participant fills in an assessment sheet which allows him to express his point of view in terms of the teaching, the documentation, the technicality of the theoretical lessons and practical exercises, and the accommodation. These comments are taken into account by the SERVICE PROVIDER with a view to the continuous improvement of the courses.

Art. 7 - Liability and ethics

By virtue of his employment contract, the SERVICE PROVIDER’s instructor is required to comply with the rules governing independence, impartiality, integrity and confidentiality. Unless specifically indicated otherwise, the CUSTOMER accepts to appear in the SERVICE PROVIDER’s lists of references.

Art. 8 - Sub-contracting

The SERVICE PROVIDER is authorized to call on any sub-contractor of its choice including, but not limited to, another of the SERVICE PROVIDER’s entities, whether this be for reasons of qualification, technicality, availability or location of the intervention.

Art. 9 - HSE plan for contractors

Under French regulations, for interventions which take place at the CUSTOMER’s site, the necessary measures must be taken by the CUSTOMER and the SERVICE PROVIDER in order to prevent risks linked to interference between the activities, facilities and equipment of the different organizations which are simultaneously present at the same site. The CUSTOMER carries out the general coordination of the prevention measures when the training takes place at his site. For risks resulting from interference between the activities, facilities and equipment, the SERVICE PROVIDER’s representative shall apply the measures provided for in the HSE plan for contractors that was finalized by common accord prior to the start of the training.

In particular, if the HSE plan for contractors provides for such a circumstance, in order to prevent any risk and to facilitate the performance of the intervention, the CUSTOMER shall designate a qualified agent who shall be temporarily assigned to work with the SERVICE PROVIDER’s representative and who shall be responsible for passing on all information and directives relating to the hygiene, safety and first-aid requirements. This qualified agent shall be authorized by the CUSTOMER to direct any maneuvers of vehicles, machines or equipment that are used during the training sessions. For certain training courses, participants shall only be able to take part if they have the corresponding Personal Protective Equipment.

Art. 10 - Tariffs

The details of the services and the corresponding prices are given in the Particular Conditions (in Euros and excluding VAT unless otherwise specified). The tariffs are indicated either in the table of tariffs, which is updated once per year or on the commercial proposal or cost estimate for specific programs. A record of the cumulated number of Preparation days and Training delivery days performed and/or invoiced is kept in a CUSTOMER training account. Travel days and Stand-by days shall not be included in the cumulation of these days. For training courses carried out on an intra-company basis, the CUSTOMER training account allows the CUSTOMER to benefit from a sliding scale of tariffs based on the table of tariffs as follows:

- The tariff which is applicable when the order is placed is determined by the number of days that have been recorded in the CUSTOMER training account over the previous eleven months, with reference to the numbers of days indicated in the column headings of the table hereunder. This is the tariff which is indicated in the commercial offer or cost estimate.

- When the invoice is sent, the final tariff shall be calculated automatically by adding up the number of days performed under the new order (all families, including Preparation days but not including Travel days or Stand-by days). This tariff may therefore be less than the one indicated in the commercial offer or cost estimate. If the number of days results in a change in column, only that part of the number which is above the threshold of this new column shall be invoiced at the corresponding new tariff. E.g. for the same order, 10 days may be invoiced at one tariff and 20 days at the next tariff.

TARIF D  (BASE) => Less than 10 days => No reduction

TARIF C (MIDDLE) => From 10 to 99 days => - 10%

TARIF B (PREMIUM) => From 100 to 399 days => - 20%

TARIF A (PRIVILEGE) => Over 400 days => - 25%

For training courses carried out on an inter-company basis, the incrementation of the CUSTOMER training account shall be calculated in the same way, by adding up the number of days per participant. A detailed account of the days in the CUSTOMER training account appears on each invoice and cost estimate, and can be communicated at the CUSTOMER’s request so that the latter can find out which tariff will be applicable to him by referring to the table of tariffs.

Art. 11 - Invoicing

An advance payment of 30% to be made when placing the order is requested if the SERVICE PROVIDER is to incur expenses relating, for example, to reservations of hotels, racing circuits or classrooms outside of the company, and if specific programs are to be designed.

The SERVICE PROVIDER shall take out credit insurance for international contracts. An advance payment is also requested if the SERVICE PROVIDER’s credit insurance company refuses to approve the contract under consideration. The invoice for the balance outstanding is issued after the service has been provided.

Details of the services provided and an attendance register shall accompany the invoice drawn up after the services have been provided in order to allow the validity of the amount charged to be checked.

After the training, the CUSTOMER shall be given:

- A certificate of attendance and/or course certificate for each participant present or who passed the end-of-session tests;

- A report on the training;

- An attendance sheet signed by the participants and the instructor;

- The individual assessment sheets for the participants.

Art. 12 - Expenses, Taxes, Duties and Insurance

In France, the daily tariffs mentioned in Article 10 shall be considered to take into account all duties, taxes and insurance premiums which are applicable in France for the personnel belonging to the SERVICE PROVIDER’s company, as well as general and administrative expenses. VAT is charged in addition in accordance with the prevailing fiscal provisions.

In France, these tariffs do not include:

- The travel and in situ accommodation and food expenses of the instructor(s) and participants;

- Plane, train or automobile transport costs, which the SERVICE PROVIDER shall invoice back to the CUSTOMER while adding on 10% for administrative expenses;

- Any expenses related to communication for professional reasons.

In addition, outside of France, the tariffs also do not include:

- The purchase of international and local plane tickets, which the SERVICE PROVIDER shall purchase at the express request of the CUSTOMER and invoice back to the CUSTOMER while adding on 10% for administrative expenses;

- Any taxes and duties that may be payable in the country in which the service takes place;

- Any expenses inherent to obtaining visas.

Art. 13 - Terms of payment

Invoices are payable within 30 days of the date on the invoice and without discount. In the event of payment in arrears, penalties shall be invoiced at the rate of 1.5% of the amount (excl. VAT) per month in arrears, calculated on a daily basis starting from the day after the day indicated on the invoice as the settlement date, if settlement has not been made by this date.

IMPORTANT: For training performed in France, if the training budget is entrusted to an OPCA, it is the CUSTOMER’s responsibility to check that the OPCA has been provided with all the registration information, and that the funds are available. A certificate stating that the training is covered by the OPCA must be enclosed with the order to prevent any invoicing errors.

Art. 14 - Resolutive clause

In the event of payment in arrears, the SERVICE PROVIDER shall send the CUSTOMER formal notice by mail. If the CUSTOMER fails to settle his obligation within a period of fifteen [15] calendar days of this same letter being sent, the SERVICE PROVIDER reserves the right to suspend its services.

Art. 15 - Definition of applicable law and jurisdiction

In the event of a dispute between the parties, the latter agree that such dispute shall be brought before the Courts of Paris.

Art. 16 - Liabilities

Liabilities of the CUSTOMER and SERVICE PROVIDER

- The CUSTOMER and the SERVICE PROVIDER mutually waive all their rights of recourse against one another for any damage that is caused to their physical property and facilities, or to any other physical property and facilities of which they are in charge, irrespective of the cause, even if such cause arises out of an error or negligence on the part of one or other of the parties or their respective personnel.

- The CUSTOMER and the SERVICE PROVIDER mutually waive all their rights of recourse against one another, and cannot hold one another liable for any loss or liability (including recourse expenses) arising out of a claim or action for loss of or damage to the property of their respective personnel, or for any injury, illness or death of their respective personnel, irrespective of the cause, even if such cause is negligence on the part of one or other of the parties or their respective personnel.

- The CUSTOMER and the SERVICE PROVIDER mutually waive all their rights of recourse against one another, and cannot hold one another liable for any specific damage or loss, whether direct or indirect, such as loss of contracts, loss of profit, loss of production, or any idle time, irrespective of the cause, even if such cause is negligence on the part of one or other of the parties or their respective personnel.

Liability with respect to Third Parties

- The CUSTOMER and the SERVICE PROVIDER mutually waive all their rights of recourse against one another, and cannot hold one another liable for any loss or liability (including recourse expenses) arising out of direct or indirect loss or damage caused to a third party, irrespective of the cause, even if such cause is negligence on the personnel.

General terms