ACBC

Standard Terms and Conditions

      1.    Services.

It is understood and agreed that ACBC’s services are described in the Engagement Letter to which these Standard Terms and Conditions are attached (hereinafter the “Engagement Letter”). They may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, Client. References herein to Client shall refer to the addressee in the Engagement Letter.

       2.    Payment of Invoices.

Client agrees to pay properly submitted invoices within thirty (30) days of the invoice date, or such other due date as may be indicated in the Engagement Letter.  ACBC shall have the right to halt or terminate entirely its services under the Engagement Letter until payment is received on past due invoices.  All fees, charges and other amounts payable to ACBC under the Engagement Letter are out VAT.  Under Article L.441-6 of the Commercial Code, should the owed amounts remain unpaid after the abovementioned due date, interest will automatically apply to said amounts at 1.5 times the legal interest rate.

       3.    Term.

Unless terminated sooner in accordance with its terms, the Engagement shall terminate on the completion of ACBC’s services thereunder.  In addition, either party may terminate the Engagement Letter at any time by giving written notice to the other party not less than 30 calendar days before the effective date of termination.  In the event of such notification, Client agrees to pay ACBC, as mentioned in Article 2, for time charges at standard hourly rates and expenses incurred to the date of termination to the extent the amount so computed exceeds payments previously made by Client for the Engagement.

       4.    Limitation on Warranties

ACBC warrants that it will perform services under the Engagement Letter in good faith, with qualified personnel, and in competent and workmanlike manner.

       5. Limitation on Damages.

Neither Client nor ACBC shall be liable to the other for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the services performed under the Engagement Letter for an aggregate amount in excess of twice the fees received by ACBC for services rendered by ACBC under the Engagement Letter. The provisions of this Paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or otherwise.

       6 . Reliance on Advice and Disclosure.

Except as otherwise required by law, or when permitted by the Engagement Letter, Client acknowledges and agrees that any advice, recommendations, information or work product provided to Client by ACBC in connection with this Engagement is for the confidential use of Client and may not be divulged to a third party; Client shall not disclose or permit access to such advice, recommendations, information or work product to any third party.  Client shall not summarize or refer to such advice, recommendations, information or work product or to ACBC’s Engagement without, in each case, ACBC’s prior written consent.

       7. Cooperation / Use of Information.

(a)  Client agrees to cooperate with ACBC in the performance of the services under the Engagement Letter and shall provide ACBC with timely access to and use of Client’s personnel, facilities, equipment, data and information to the extent necessary for ACBC to perform the services under the Engagement Letter.  The Engagement Letter may set forth additional obligations of Client in connection with the Engagement.  Client acknowledges that Client’s failure to designate members of its personnel having the aptitudes corresponding to their role within the framework of this Engagement could adversely affect ACBC’s ability to provide the services under the Engagement Letter.

(b)  ACBC will base its conclusions on the facts and assumptions that Client submits and will not independently verify this information.  Inaccuracy or incompleteness of the information Client provides could have a material effect on ACBC’s conclusions.  The law and tax regulations in general, national and international, are subject to change, retroactively and/or prospectively, and any such changes could affect the validity of ACBC’s advice.  ACBC will not update its advice for subsequent changes or modification to the law and regulations, or to the judicial and administrative interpretations thereof, unless Client separately engages ACBC to do so in writing after such changes or modifications.

(c)   If the Engagement involves tax planning matters the potential benefits of which are no longer possible to achieve because of legislative, regulatory, or other administrative change or judicial decision, Client’s sole remedy is the right to terminate the Engagement in accordance with Paragraph 3 above.

(d)  Information relating to advice ACBC provides to Client, including communications between ACBC and Client and documents ACBC creates in the course of providing advice, may be privileged and protected from disclosure to the tax authorities or other governmental authority.  Should such an authority seek disclosure from ACBC of written or oral communications relating to such advice, ACBC will discuss with Client opportunities for asserting the privilege.  As ACBC is not able to assert the privilege on Client’s behalf with respect to any communications for which the privilege has been waived by Client, Client agrees to notify ACBC of any such waivers, whether resulting from communications with ACBC or third parties on the same or a related matter.

       8.    Force Majeure.

Neither Client nor ACBC shall be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.

       9.    Limitation on Actions.

No action, regardless of form, arising out of or relating to this Engagement, may be brought by either party more than one year after the cause of action has occurred, except that an action for non-payment may be brought by a party not later than one year following the date of the last payment due to such party under the Engagement Letter.

       10. Survival.

The provisions of Paragraphs 1, 2, 5, 6, 7, 9, 12, 13, and 14 hereof shall survive the expiration or termination of this Engagement.

       11. Assignment.

Neither party may assign, transfer or delegate any of its rights or obligations without the prior written consent of the other party, such consent not to be unreasonably withheld.

       12. Cooperation and Consent to Share Information.

To the extent any of the services under the Engagement Letter will be performed in or relate to a jurisdiction outside of France, Client acknowledges and agrees that such services, including any applicable tax advice, may be performed by a counsel practicing in such jurisdiction.  Accordingly, Client consents to ACBC’s disclosure to this counsel and such counsel’s use of information, including tax return information, received from Client for the purpose of preparing, assisting in preparing, or obtaining or providing services in connection with preparing, any tax return of Client or rendering other tax or accounting services to Client.

       13. Severability.

In the event that any term or provision of this Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Agreement shall not be affected, and each such terms and provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

       14. Governing Law.

The Engagement Letter and these Standard Terms and Conditions shall be governed by and construed in accordance with French law.

       15. Miscellaneous provisions.

ACBC may communicate with Client by electronic mail (e-mail) or otherwise transmit documents in electronic form during the Engagement.  Client accepts the inherent risks of these forms of communication (including the security risks of interception of and unauthorized access to such communications, the risks of corruption of such communications as well as the risks of viruses or other harmful devices) and agrees that it may rely only upon a final hardcopy version of a document or other communication that ACBC transmits to Client.

       16. Entire Agreement.

These general conditions, and the Engagement Letter, including Exhibits, constitute the entire agreement between ACBC and Client with respect to this Engagement and supercedes all other oral and written representations, understandings or agreements relating to this Engagement.

       17. Mediation.

Pursuant to Articles L 151–1 and seq. of the French consumer code, the most diligent Party will ask for the center of meditation to transfer a list of qualified arbiters, independent and impartial and subject to confidentiality. The Parties will then choose on a common ground one or two arbiters on this list or they will ask the center of mediation to designate one or two arbiters on this list. In case of refusal or impossibility for the arbiter to perform the mediation, the president of the center of mediation will designate one or two arbiters having the same qualification, member of the same center of mediation.

The lack to follow this procedure will entail the other Party to apply to the competent jurisdiction, in order to designate one or two arbiters. It is agreed that the meditation will take place in the department where the parties have elected their domicile. The costs and fees for the mediation will be suffered equally by each party unless otherwise decided during the course of the mediation process.

Once the mission is accepted, no later than eight days, the arbiter will invite the Parties to begin the mediation process no later than fifteen days after he has been designated. The Parties agree to sign the mediation advance payment no later than eight days upon demand of the arbiter. The duration of the arbitration process may not exceed more than two month after the designation of the arbiter, unless otherwise agreed by the Parties.

The applicable language is French.

It should be noted that failure to follow the mediation process may entail the jurisdiction to reject any claim that may be done by one of the Party, this failure may not be regularized during the course of the trial.

The Parties hereby declare that they elect domicile to their respective address declared at the beginning of the letter of Engagement.