GENERAL SERVICE TERMS & CONDITIONS - axxes.fr · PDF fileFor the purposes of these General Terms & Conditions, the terms beginning with a capital letter shall have the following....

GENERAL SERVICE TERMS& CONDITIONS

VERSION 1.3 01/02/2015 – To be held by the Client

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1. DEFINITIONSFor the purposes of these General Terms & Conditions, the terms beginning with a capital letter shall have the following meaning: 1.1. Acceptance Network: all of the Networks which may be accessed using the OBU1.2. Axxès Service: all of the services offered by Axxès in the context of the Agreement 1.3. Axxès: the simplified joint stock company (société par actions simplifiée) named Axxès with share capital of €7,500,000, which is registered at the Trade and Companies Registry of Lyon (France) under number 482 930 385 and which has its registered office at 10-12 bd Vivier Merle, 69393 Lyon Cedex 031.4. Bank Guarantee: a bank guarantee which may be accepted by Axxès as an alternative to the Security Deposit1.5. Client: the natural person or legal entity who has signed the Agreement, either personally or through a third-party representative and who uses the OBU only in the context of its commercial activities 1.6. Consumption: A transaction priced prior to the application of discounts1.7. OBE/OBU: on board electronic device required for the provision of the Axxès Service, often referred to as On Board Unit/Equipment (OBU)1.8. Electronic Toll System: means the electronic toll system put in place to collect the Toll.1.9. Force Majeure: circumstances beyond the control of the parties, such as, but without limitation, any strike or industrial dispute, war or other act of violence, natural catastrophe, water damage, default of a processor attributable to force majeure, the blocking of one or more Networks or the unavailability of the telecommunications networks or information systems required to provide the Axxès Services1.10. General Terms & Conditions: these General Service Terms & Conditions1.11. Heavy Goods Vehicle: any motorised vehicle of which the MATW exceeds 3.5 tonnes and a passenger transport vehicle with a capacity of more than nine persons (driver + 8)1.12. Heavy Goods Vehicle Tax (HGV Tax): the national tax on heavy good vehicles institued by articles 269 to 283 of the French Customs Code1.13. Light Vehicle: any vehicle with an engine other than a Heavy Goods Vehicle1.14. Microwave Electronic Toll System: the microwave Electronic Toll System using an OBU based on microwave technology (DSRC). Generally, Tolls payable in the context of a concession use a Microwave Electronic Toll System 1.15. Network: Network or road or motorway subject to the payment of the Toll by means of the Electronic Toll System; as far as the HGV Tax in particular is concerned, this shall mean the taxable network defined by the French Customs Code1.16. Opposition: an operation consisting of the invalidation of an OBU and prohibiting its acceptance for the purposes of Toll payments, on a temporary or permanent basis1.17. Parties: Axxès and the Client1.18. Satellite Electronic Toll System: the satellite Electronic Toll System using an OBU based on mixed microwave and satellite technology. For instance, the HGV Tax Electronic Toll System uses a Satellite Electronic Toll System1.19. Security Deposit: the security deposit to be provided by the Client and increased at the request of Axxès1.20. Service Agreement or Agreement: the agreement consisting of the General Terms & Conditions, the Specific Conditions and all of the other documents stipulated thereby1.21. Specific Conditions: the Subscription Application, accompanied by the requested supporting documents, duly filled in and signed by the Client and accepted by Axxès, including any subsequent modifications requested by the Client and accepted by Axxès1.22. Subscription Application or Subscription Order form: the document entitled “Subscription Application” stipulating in particular the identity of the Client, the Client’s contact details and the number of OBUs and the Axxès Services requested by the Client1.23. Subscription: the subscription for the Axxès Services taken out by the Client in the context of the Agreement

1.24. Taxpayer: the natural person or legal entity, generally the owner or long-term lessor of a Vehicle, recognised by a law as being required to pay the Toll whenever it constitutes a tax 1.25. Toll Charger Specific Commercial Terms & Conditions or TC.SCTC: the pricing conditions and in particular the discounts and/or rebates applied to the Toll Fees by each Toll Charger, including, where applicable, the subscription fees which grant a right thereto1.26. Toll Charger: a legal person exercising the right to collect the Toll in a Network1.27. Toll: any form of fee or duty relating to the use of a Network 1.28. Transaction: the registration of the passage of a Vehicle using the OBU granting the right to charge the Toll, as a result of entering a toll station or passing a charging point detected by means of satellite geographical positioning, as in the context of the HGV Tax1.29. User Guide: operating instructions for the Axxès Services1.30. Vehicle: Heavy Goods Vehicle or Light Vehicle

I. CONDITIONS APPLICABLE TO ALL OF THE SERVICES

2. PURPOSE2.1. Axxès shall provide the Axxès Services to the Client in accordance with the Agreement. Any Client using the Axxès Services shall be deemed to understand these General Terms & Conditions and to have expressly accepted them without reserves.2.2. The Axxès Services shall comprise the provision of the OBU to the Client and the various services and options selected by the Client in the context of a Subscription Application. The Client may at any time modify or supplement the range of services selected in the context of the Subscription Application. Any such modification shall take effect on the first day of the following month, except for any contrary provision stipulated by Axxès.2.3. In addition to the invoicing and collection of the Tolls, which tasks shall be incumbent upon Axxès, traffic on the Acceptance Network and the calculation of the Tolls payable shall exclusively fall within the scope of the relationship between the Client and the relevant Toll Charger and the Toll Chargers shall have sole responsibility in this regard. The OBU makes it possible to determine the number of that Client’s Transactions with each Toll Charger and to invoice them to the Client. The prices of the Toll and the Operator Special Commercial Conditions are freely determined by each Toll Charger in accordance with the regulations in force. The terms of this Clause 2.3 constitute a fundamental and decisive element of the undertaking given by Axxès in the context of the Agreement.

3. PRE-CONDITIONS 3.1. The Axxès Services shall only be provided to natural persons or legal entities acting in a commercial context. The liability of Axxès may not be committed in connection with any consumption which takes place outside of such a context. 3.2. The Subscription Application must be duly completed, dated and signed and returned to Axxès with the following documents:- a “k-bis” extract (French certificate of incorporation) or equivalent document for non-French companies, both for the Client and for the Taxpayers as declared;- a copy of the vehicle registration document for each one of the Heavy Goods Vehicles to be equipped with an OBU;- a direct debit authorisation for an account with a leading bank allowing an SEPA direct debit;- a Bank Guarantee in the form provided by Axxès and issued by a leading financial institution, or, failing this, a Security Deposit;- any other document stipulated by the Subscription Application and in particular the mandate to be presented by the Taxpayer pursuant to the HGV Tax in France in the form stipulated by the State.The Client is informed that it shall be liable to the Toll Chargers for the accuracy and completeness of the information provided to Axxès, in particular for the purposes of the personalisation of the OBUs, and for the presence of the correct OBU in the correct Vehicle. In the event of an error, the penalties or sanctions stipulated by the relevant Toll Charger may be imposed on the Client.

AXXES GENERAL SERVICE TERMS & CONDITIONS

CONDITIONS APPLICABLE TO ALL OF THE SERVICES

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3.3. The amount of the guarantee requested shall be paid either in the form of a Security Deposit debited directly from the bank account of the Client, the amount of which shall not bear interest, or by the Client’s provision of a Bank Guarantee. The amount of the Security Deposit or Bank Guarantee shall be stipulated by Axxès. The reference value thereof shall be two (2) months’ worth of estimated consumptions. This value may be revised by Axxès at any time during the performance of the Agreement in order to take into account an increase in the average consumptions of the Client, its deteriorating solvency or an increase in the financial risks borne by Axxès with regard to the Toll Chargers. Should the Client refuse to provide such a guarantee, Axxès shall be entitled to terminate the Service Agreement automatically and with immediate effect, without prior notice or compensation and without it being necessary to comply with any formality other than notifying such termination by registered letter with acknowledgement of receipt. The amount of the Security Deposit or the Bank Guarantee shall be calculated for each OBU. Its purpose is however to guarantee the payment of the sums due by the Client pursuant to its consumption of the Axxès Services, whichever OBUs are used. Alternatively Axxès may impose the prepayment mode upon his client. 3.4. Only duly completed, dated and signed Subscription Applications shall be processed by Axxès.3.5. Axxès reserves the right not to accept the Subscription Application, in particular if:- the Client is known to be bankrupt or insolvent;- a previous Agreement entered into by the Client in connection with the Axxès Services or with one or more Toll Chargers has been terminated for fraud or a failure to make payment;- the Client fails to pay an invoice issued by Axxès within the contractually stipulated payment periods.3.6. The Client must, where applicable, supplement and update the information provided to Axxès and in particular notify any change of a legal nature, such as a change to its business or its company name, the relocation of its registered office or any modification of its vehicle fleet and shall to such end perform its obligations with regard to the Toll Chargers, in accordance with the instructions notified to it by Axxès.The Client must inform Axxès of any change to its bank details or the means of payment selected by it which is likely to affect or delay its payments and must take all appropriate steps to ensure that no payment is delayed and no bank refuses to process a payment as the result of such changes.In the event of non-compliance with the provisions of this Clause, Axxès shall be entitled to notify, by means of a registered letter with acknowledgement of receipt, the automatic and unilateral termination of the Agreement with immediate effect, without being required to comply with any notice period or pay any compensation.Axxès must be notified of any change which affects the legal personality of the Client, such as, in particular, the sale or transfer of its business or a merger or demerger. In such case Axxès reserves its right to terminate the Agreement with immediate effect and without notice or compensation, and without it being necessary to comply with any formality whatsoever, subject to any applicable laws and regulations. 3.7. The Client shall provide, subject to its sole liability, the information and documents required for the purposes of the Commissioning of the OBUs and any subsequent modifications affecting them. Axxès may request that the Client produce any necessary documents requested by the Toll Chargers. In such a case, the Subscription Application or any other request of the Client to which such documents relate shall not be processed by Axxès until the requested documents are received.3.8. The Client shall be obliged to comply with and assume all of the obligations incumbent upon the Taxpayers declared in the context of the information provided by to Axxès.3.9. When it subscribes for the Axxès Services, the Client shall provide a valid e-mail address. The Client acknowledges that any letter or notice sent by Axxès to such e-mail address shall be deemed to have been validly delivered to it and shall have the same value as a registered letter with acknowledgement of receipt sent by post. The Client acknowledges in particular that any formal notice sent to such e-mail address shall be of a nature to allot any periods, interest and other consequences which are stipulated by the law, and in particular Article 1153 of the French Civil Code, and which the courts attribute to formal notices. The Client therefore undertakes to inform Axxès without delay of any change to such e-mail address.

4. TERM/TERMINATIONShould Axxès accept a Subscription Application, the Agreement shall be deemed to have entered into force on the date on which Axxès receives

such Subscription Application. The Agreement shall remain in force for as long as the Client is in possession of at least one OBU. The Agreement may be terminated at any time by either one of the Parties at their simple discretion, subject to no formality other than compliance with a notice period of two (2) months and the notification of such termination by registered letter with acknowledgement of receipt.In the event of the fraudulent use of an OBU entrusted to the Client and whatever the form of such fraudulent use, Axxès reserves the right to terminate the Agreement automatically by registered letter with acknowledgement of receipt, without notice or prior warning.

5. PROPERTY TO THE OBUThe OBU is and shall remain the property of Axxès. The Client shall be prohibited from leasing or selling the OBU, subject to the penalty of the immediate termination of the Agreement. The Client shall have possession of the OBU and shall use it subject to its sole liability. At any time during the performance of the Agreement, and in particular, should the OBU be placed on an exception, a fraud or infringement list, Axxès may take the initiative to withdraw or, as the case may be, to replace one or more OBUs, or order a Motorway Operator or any third party of its choice to proceed to do so.Axxès may also withdraw and as applicable replace the OBUfor any technical reasons, especially in the following cases:- technological developments- defective functioning- life end of battery- a change of Vehicle or of change in the Vehicle data to which the OBU is associatedThe Client must in all such cases surrender the relevant OBU(s) when first requested to do so.

6. USE OF THE OBU6.1. Operation of the OBUThe correct operation of the OBU shall require compliance with the terms of the User Guide.The OBU shall function until it is cancelled or replaced by Axxès. Only the effective use of the OBU when valid shall permit its holder to claim the status of a subscriber for the Axxès Services and the benefit of the prerogatives associated therewith. In the absence of a valid OBU, or in the event of a malfunction, the Client shall follow the procedure stipulated by Axxès for the relevant Network.Should it be the case that the defect is attributable to the Client, all replacement costs shall be invoiced to the Client by Axxès, in accordance with the applicable price list.The replacement of the OBU by Axxès shall be free of charge throughout the entire period of its lease in the event of a defect attributable to the malfunction of the OBU or battery.The use of the OBU shall be compliant with the rules and obligations applicable in the travelled networks (as per the Axxès website www.axxes.eu).6.2. Additional OBUsAny request for an additional OBU must be submitted by the Client by completing and signing the form provided by Axxès for such purpose. The OBUs shall be made available, provided that:- Axxès receives valid documentation and in particular all registration certificates for the Heavy Goods Vehicles;- the Client pays an additional guarantee (Security Deposit or Bank Guarantee), the amount of which shall be determined by Axxès in accordance with the provisions of Clause 3.3. above.6.3. Allocation of OBUsThe Client is reminded that a Heavy Goods Vehicle OBU must be allocated to one single Heavy Goods Vehicle and that this condition is imposed by the regulations in force in certain countries, subject to fines and the impounding of the Vehicle, or by the Toll Chargers. Any non-compliant use shall automatically result in the loss of the warranty related to the operation of the OBU and the associated Services.Axxès grants the Client the option to re-allocate an OBU making it possible for another Vehicle in its fleet to use the Satellite Electronic Toll System, provided that such Vehicle has been previously declared to the Toll Chargers in accordance with the procedure stipulated by Axxès.Any unused OBU must be returned to Axxès in order to be destroyed or recycled. 6.4. Opposition to the OBUThe Client must, upon becoming aware thereof, oppose the OBU in the event of theft or loss.Oppositions must be notified to Axxès, in accordance with the procedure

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stipulated for such purpose:- in writing: by letter, fax or email - by telephone (subject to written confirmation within a period of two business days)- through the Axxès websiteAxxès shall acknowledge receipt of such Opposition in writing (by letter, fax or e-mail) and must stipulate the number of OBUs cancelled, as well as the date when Axxès processed the request. The invalidation of the OBU shall be effective, as far as the Client is concerned, upon receipt of such written acknowledgement of receipt. From that date, the Client shall no longer be required to pay the amount of any transactions that may be registered. The costs of the Opposition and, where applicable, the fees payable or/and the balance due in respect of the providing of the Satellite Toll OBE, in respect of any tag which is not returned, shall then be invoiced to the client by Axxès. Axxès may not be held liable for the consequences of any opposition made by a person using the identity of the Client or the name of the Client and who is not authorised to represent the Client.At the request of the Client, a new OBU may be delivered at the stipulated address. Its commissioning shall be invoiced by Axxès in accordance with the applicable price list. If the Client recovers an OBU reported stolen or lost, such OBU must be sent by registered package with acknowledgement of receipt to Axxès.

7. RETURN OF THE OBU7.1. Return in the event of terminationThe Client must, without delay, return the OBUs to Axxès Saint-Martin-de-Crau exclusively by registered package with acknowledgement of receipt, aud using the protective packaging provided by Axxès, in all circumstances when the Agreement is terminated, whether or not the Client is the Party to whom the termination is attributable. The OBUs must be returned within a period of fifteen (15) days from the effective date of the termination.The amounts payable in respect of tolls and taxes for trips validated by means of wrongfully used OBUs shall be demanded independently of any criminal proceedings and any action for damages which Axxès reserves the right to call.Should Axxès be required to proceed with the recovery of the OBU(s) in the context of any legal proceedings, the costs incurred pursuant to such legal proceedings shall be payable by the Client. Axxès shall in addition be entitled to invoice to the Client a non return fee in respect of any unreturned tag in the event of a failure to return an OBU within a period of thirty (30) days from the effective date of the termination.7.2. Partial or total return The Client may at any time return one or more OBUs in their protecting packaging, by registered package mailred to Axxès - Atelier CGAS - Gare de péage autoroutière ASF - RN 113 - 13310 Saint Martin de Crau. In such a case, Axxès shall stop issuing invoices for the services associated with the use of the OBU(s) at the end of the month during which Axxès acknowledges receipt of the returned OBU(s). The Client must refer to the Operator Special Commercial Conditions subscribed in order to ascertain the consequences of the return of the OBUs and in particular the applicable conditions governing the refund of any subscription fees paid or the invoicing of charges. In any event, the price payable in connection with the rental or providing the OBU, and in particular the price paid in connection with its personalisation, packaging and shipping, cannot be reclaimed by the Client from Axxès in the event of the return of the OBUs.If Axxès is obliged to carry out repairs and/or reconditionning because the OBU has been damaged (e.g. partial or total alteration, markings, etc.), the costs of these operations will be payable by the Client according to the applicable price list.

8. INVOICING8.1. Subscriptions for the Axxès Services shall begin to be invoiced from the date on which the OBUs are shipped by Axxès to the Client. Prices shall be revised annually.8.2. Whenever a Subscription Application is cancelled by the Client, Axxès shall have the right to retain definitively by way of compensation all of the sums paid by the Client, except for the Security Deposit, from which such sums may nonetheless be deducted. 8.3. Axxès may at any time introduce e-invoicing. It shall notify the Client of such changes, in order to stipulate the terms and conditions, and in particular the technical terms and conditions, applicable to such e-invoicing.

9. PAYMENT TERMS AND CONDITIONS 9.1. The sums due pursuant to this Agreement by the Client shall be set out on invoices, which shall be paid by direct debit within a period of five (5) to seven (7) business days from the date of the invoice, or such invoices may be prepaid, should the Client have opted for such payment method (in accordance with the prepayment terms and conditions of Axxès), in accordance with the amounts and conditions stipulated by such invoice. Such payment leadtime may change, depending on the countries travelled and shall be subject to the prior consent of the client.9.2. Compliance with the dates for the payment of all sums due to Axxès is an essential obligation of the Client pursuant to the Agreement.Axxès will charge a flat debt collection fee for every unpaid bank debit. Without prejudice to other rights, Axxès reserves the right to demand daily interest for late payment in the event of the non-payment of all or part of an invoice from its payment date.In accordance with Article L441-6 of the French Commercial Code, such interest shall be calculated on the basis of an interest rate equal to the interest rate applied by the European Central Bank to its most recent refinancing transaction, plus 7 percentage points, without however falling at any point in time below three (3) times the statutory interest rate in France. Such interest shall continue to accrue on any outstanding amounts, notwithstanding the termination or expiry of the Agreement for any reason whatsoever.In the event of the non-payment of all or part of an invoice on its payment date and after a reminder producing no effect has been sent by post or email Axxès may immediately suspend the provision of its Services.Should the situation of non payment persist after five (5) business days Axxès may terminate the Agreement with no need of other formality.The non-payment of all or part of any invoice within the contractual periods shall result in all invoices already issued becoming due and payable, while all the invoiced sums have not yet been paid. All such invoices shall therefore be payable from the date of their issue until the date of their payment in full. In accordance with articles 441-6 C. com. any delay in payment automatically obliges the debtor to pay a fixed sum of €40 for recorvery fees in addition to any lateness penalties.Additional compensation may be claimed, with supporting evidence, if the recorvery fees incurred are higher thant this fixed sum.9.3. The Client may call the services of a Third Party Payment scheme whereby the settlement of the Axxès invoices under the Agreement is ensured by a Third Party Payer. In this case the Client shall inform Axxès about the scheme and provide Axxès with all the necessary banking details and direct debit authorization of the Payer.In all cases, the Client shall remain liable for the payment of the amounts due to Axxès. The Client shall be released from its payment obligation only after full account settlement by his designated Third Party Payer.In case of default of the Third Party Payer, i.e. non payment of invoice(s) to Axxès at due date, the Client already accepts to waive its benefit of discussion and settle immediately the unpaid invoices on its own at first demand from Axxès.In case of non payment by the Client further to a default of a Third Party Payer Axxès shall have the right to automatically apply all the provisions of Article 9 without formal notice.A Third Party Payer representing the Client shall be bound by the provisions of this Article in the same manner as the Client.

10. LIABILITYThe obligations of Axxès under the Service Agreement are obligations of means. Axxès accepts to exercise the utmost care and to apply all the necessary diligence with respect to all provisions of the Axxès Service.10.1. Limitation on liability Should Axxès not perform all or part of its obligations under the Agreement and provided Axxès responsibility is engaged and proof of fault is given the Customer shall have the right to ask for reparation of its direct damages.Regardless of the type, basis and forms of the actions against Axxès the indemnity as reparations for those direct damages due to the Customer, except for circumstances involving the gross negligence of Axxès, shall not exceed an amount equal to the sums of the paid by the Client with respect to the Axxès Services in the period of two (2) months preceding the events that generated such involvement of the liability of Axxès. Axxès may not be held liable for the consequences of any errors in the calculation or determination of the Tolls, which are the exclusive responsibility of the Toll Chargers.

10.2. Exclusion of indirect damageAxxès shall under no circumstances be liable for: - damage due to the total or partial non performance of the Client’s own

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obligations; - indirect damage, even if Axxès was aware of the possibility of occurrence of such damage. The Parties expressly agree that the following constitutes indirect damage and does not generate a right to reparations: any financial or commercial damage, including, without limitation : any loss of data or clients, loss of goodwill, loss of profit, additional costs associated with a change-over to another motorway network or to another issuer in case of unavailability of the Axxès Service, loss of revenue, loss of cost savings, loss of business, failure to thrive, any commercial disruption, or any damage consecutive to a default or fault of a Motorway Operator involved in the performance of the Agreement, as well as any action directed against the Client (except for infringement) by a third party, and that such indirect damage shall not grant any entitlement to compensation.10.3. Force majeureOn no account shall Axxès be held liable for the adverse or prejudicial consequences of any event of Force Majeure.

11. CONTRACTUAL DOCUMENTS11.1 The Agreement contains the whole agreement in relation to the obligations of the Parties as far as its purpose is concerned. It cancels and replaces any previous document and agreement between the Parties.11.2 Axxès reserves the right to make any amendments to these General Terms & Conditions and to other contractual documents. Such amendments shall be published on the Axxès website and notified to the Client at least two (2) months prior to their entry into force, apart from price and price list revisions, which shall be immediately applicable.Should the Client not consent to such amendments, he must terminate the Agreement by registered letter with acknowledgement of receipt prior to the expiry of the Notice Period. Should the Client not respond prior to the expiry of the notice period, this shall be deemed to constitute its acceptance without reservation of such amendments. 11.3 Notwithstanding the provisions of the preceding Clauses, any amendment of the Toll Charger Special Commercial Terms & Conditions shall be immediately reflected in the Agreement without need of any notice.The Client is informed that Axxès shall digitalise and electronically archive any correspondence and preserve it in the context of an electronic footprint in accordance with the conditions stipulated by the AFNOR Z42-013 standard. Should any one of the provisions of the Agreement be found to be invalid or inapplicable, the other provisions shall remain unchanged and shall continue to apply as if the Agreement no longer contained the invalid or inapplicable provisions.

12. COMMISSION NATIONALE DE L’INFORMATIQUE ET DES LIBERTÉS (CNIL – French data privacy officer)The data-processing undertaken by Axxès in the context of the performance of the Agreement has been declared to the CNIL, in accordance with the provisions of Act No. 78-17 of 6 January 1978, as amended. The Client may, in accordance with the provisions of such Law, access such information relating to him and, where applicable, request its correction.

13. GOVERNING LAW – DISPUTES Should no amicable settlement be reached, any dispute which may arise between the Parties shall be a matter for the exclusive jurisdiction of the competent court under the Paris Court of Appeal (Cour d’Appel).This clause shall also apply to any claim for contribution from a third-party or in circumstances where there is more than one defendant. The language of the Agreement is French, In the event of discrepancies between French and English versions or difficulties of interpretation, the French version shall prevail.. The Agreement shall be governed by French Laws alone.

14. DATA TRANSFERRED TO A NON-EU COUNTRY WHICH DOES NOT PROVIDE AN APPROPRIATE LEVEL OF DATA PROTECTION  Whenever personal data is processed outside of the EU, the following provisions shall apply. DefinitionsIn these provisions:a) “personal data”, “special categories of data/sensitive data”, “to process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (with “the authority” being the competent data protection authority in the territory where the data exporter is established);

b) the “data exporter” is the processor who transfers the personal data;c) the “data importer” is the processor who agrees to receive from the data exporter the personal data to be processed in accordance with the terms hereof and who is not subject to any mechanism implemented in a non-EU country ensuring appropriate protection;d) “provisions” means these contractual provisions, which constitute an independent document and do not include the commercial provisions agreed by the parties in the context of separate commercial agreements.The details of the transfer (as well as the personal data covered) are set out in Schedule A, which constitutes an integral part of the provisions.14.1 Obligations of the data exporterThe data exporter gives the following warranties and makes the following undertakings:a) The personal data has been compiled, processed and transferred in accordance with the laws applicable to the data exporter.b) The data exporter has taken reasonable steps to ensure that the data importer is capable of complying with the statutory obligations incumbent upon it pursuant to these provisions.c) The data exporter shall provide the data importer at the latter’s request with the text of the relevant laws pertaining to data protection in the country in which it is established, or with a list of such laws (if appropriate and without including any legal opinion).d) The data exporter shall respond to the information requests of the data subjects and the authority in connection with the processing of personal data by the data importer, unless the parties have agreed that it is the data importer who shall respond thereto, in which case the data exporter must nonetheless respond to the fullest extent possible by providing the information which it may reasonably hold, if the data importer does not agree to respond or is unable to do so. Reponses shall be sent within reasonable periods. e) The data exporter shall, when requested to do so, provide a copy of the provisions to the data subjects, who are third-party beneficiaries pursuant to clause III, unless the provisions contain confidential information, in which case it shall be authorised to withhold such information. Whenever information is withheld, the data exporter shall inform the data subjects in writing of the reason for such withholding and of their right to notify the authority of such withholding. However, the data exporter shall comply with any decision of the authority in relation to the granting of access to the full text of the provisions to the data subjects, as long as the data subjects agree to maintain the confidentiality of the withheld confidential information. The data exporter shall also provide a copy of the provisions to the authority whenever the latter requests them.14.2 Obligations of the data importerThe data importer gives the following warranties and makes the following undertakings:a) The data importer shall implement appropriate technical and organisational measures to protect personal data from accidental or unlawful destruction, accidental loss, modification, disclosure or unauthorised access. Such measures shall ensure a level of security commensurate with the risk associated with the processing and nature of the data to be protected. b) The data importer shall put in place procedures ensuring that any third parties to whom it grants access to personal data, including subcontractors, observe and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a subcontractor, may only process personal data when instructed to do so by the data importer. This provision shall not apply to persons whom the law or regulations in force authorise or oblige to access any personal data.c) At the time when it agrees to be bound by these provisions, the data importer has no knowledge of the existence of local laws capable of materially affecting the warranties given pursuant to these provisions and, should it learn of any such laws, it shall inform the data exporter thereof (which shall forward such notice to the authority, if necessary).d) The data importer shall process the personal data for the purposes described in Schedule A and it is legally authorised to give the warranties and make the undertakings set out in these provisions. e) The data importer shall designate to the data exporter a contact person within its organisation, who shall be authorised to respond to information requests relating to the processing of personal data and shall within reasonable periods cooperate in good faith with the data exporter, the data subjects and the authority, as far as any such information requests are concerned. In the event of the legal winding-up of the data exporter, or if the parties so agree, the data importer shall assume responsibility for compliance with the provisions of clause I e).f) At the request of the data exporter, the data importer shall provide it with

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proof that it has sufficient financial resources to assume its responsibilities pursuant to clause 14.4 (which may include obtaining coverage under an insurance policy).g) At the reasonable request of the data exporter, the data importer shall permit the data exporter (or any inspector or independent or impartial auditor selected by the data exporter and to whom the data importer cannot reasonably object) to examine, audit and/or certify its data processing equipment, data files and documentation required for processing, in order to verify its compliance with the warranties and undertakings given in the context of these provisions, subject to a reasonable notice period and during standard office hours. Such a request shall be submitted, if necessary, for the authorisation or approval of a regulatory or supervisory authority in the country of the data importer, which shall endeavour to promptly obtain such authorisation or approval.h) The data importer may, should it choose to do so, process any personal data in accordance with French laws. i) The data importer shall not disclose and shall not transfer the personal data to a processor located in a third country outside of the European Economic Area (EEE), without notifying the data exporter of such transfer and without:

i) the processor in the third country processing the personal data in accordance with a decision of the CNIL determining that the third country in question guarantees adequate protection; or ii) the processor in the third country becoming a signatory to these provisions or another data transfer agreement approved by a competent authority within the European Union; oriii) the data subjects having the possibility of objecting to such transfer, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which the data is being exported may have different data protection standards; oriv) the data subjects consenting unreservedly to a subsequent transfer in the case of sensitive data.

14.3 Liability and the rights of third parties a) Each party shall be liable to the other party for any damage caused as a result of any breach of these provisions. The liability by the parties to each other shall be limited to the actual damage suffered. Penalties (that is to say damages of which the purpose is to punish one party for its abusive conduct) are specifically excluded. Each party shall be liable to data subjects for the damage caused as the result of an infringement of the rights of third parties pursuant to these provisions, without this having any effect on the liability of the data exporter pursuant to the data protection legislation to which it is subject. b) The parties agree that a data subject shall be entitled, in its capacity as a third-party beneficiary, to seek the enforcement of this clause and provisions of Clauses 14.2 b), 14.2 d), 14.2 e), 14.3 a), 14.3 c), 14.3 d), 14.3 e), 14.3 h), 14.3 i), 14.4 a), 15.6, 14.7 d) et 14.8 with regard to the data importer or the data exporter, on account of any breaches of their respective contractual obligations, as far as the data subject’s personal data is concerned, and accepts the jurisdiction for such purpose of the data exporter’s country of establishment. In cases involving allegations of breaches attributable to the data importer, the data subject must first of all request that the data exporter take appropriate steps to exercise the data subject’s rights with regard to the data importer; if the data exporter does not take such steps within reasonable periods (which would in normal circumstances be one month), the data subject may then directly exercise its rights against the data importer. A data subject shall be entitled to take direct action against a data exporter which has not taken reasonable steps to determine that the data importer is capable of complying with its statutory obligations pursuant to these provisions (and it shall be incumbent upon the data exporter to prove that it has taken reasonable steps).14.4 Law applicable to the provisionsNotwithstanding the provisions of Clause 13, these provisions shall be governed by the law of the country in which the data exporter is established, except for any laws and regulations pertaining to the processing of personal data by the data importer pursuant to clause 14.3 h), which shall only be applicable if the data importer selects them pursuant to such clause.14.5 Settlement of disputes with data subjects or the authoritya) In the event of dispute with or a complaint against the parties or either one of them instigated by a data subject or the authority in connection with the processing of personal data, the parties shall keep each other informed of the progress of such disputes or complaints and shall cooperate in order to reach a prompt amicable settlement.b) The parties agree to cooperate in the context of any generally available non-binding mediation procedure instigated by a data subject or the authority. Should they take part in any such procedure, the parties may elect to do so remotely (and in particular by telephone or any other means

of electronic communication). The parties furthermore agree to consider the possibility of taking part in any arbitral, mediation or dispute resolution procedures put in place for disputes relating to data protection.c) Each party shall comply with the decision of any court having jurisdiction in the country of the data exporter’s or the Authority which has acquired the force of res judicata and which cannot be appealed.14.6 Terminationa) Should the data importer breach its obligations pursuant to these provisions, the data exporter may temporarily suspend transfers of personal data to the data importer until such time as the breach is remedied or their agreement is terminated. b) If:

i) the transfer of personal data to the data importer is temporarily suspended by the data exporter for more than one month in accordance with Clause a);ii) compliance by the data importer with these provisions places it in breach of its statutory or regulatory obligations in the importing country;iii) the data importer is in material or repeated breach of the warranties or undertakings given or made by it pursuant to these provisions;iv) a decision, which is final and cannot be appealed, of a court having jurisdiction in the country of the establishment of the data exporter or the authority rule finds that the provisions have not been complied with by the data importer or the data exporter; orv) a petition is filed seeking the administration or liquidation of the data importer, as a natural person or a legal entity, and if such petition is not challenged within the periods stipulated for such a challenge in accordance with the applicable law; if a liquidation order is handed down; if an administrator is appointed over any one of the assets of the data importer; if a trustee in bankruptcy is appointed, if the data importer is a private person; if a procedure seeking a scheme of arrangement with creditors is instigated by it; or if any equivalent event in any jurisdiction occurs, the data exporter, without prejudice to the other rights which it may invoke against the data importer, shall be authorised to terminate application of these provisions, in which case the authority shall, if necessary, be informed. In the circumstances covered by numbers i), ii) or iv) above, the data importer may also terminate the application of these provisions.

c) Either one of the parties may terminate the application of these provisions i) if the CNIL has adopted a decision confirming the adequate nature of data protection pursuant to Clause 25(6) of Directive 95/46/EC (or any replacement legislation) in the country (or a sector within such country) to which the data is transferred and processed by the data importer or ii) if Directive 95/46/EC (or any replacement legislation) becomes directly applicable in such country. d) The parties agree that the termination of the application of these provisions at any time, under any circumstances and for any reason whatsoever [otherwise than pursuant to clause VI c)] shall not release them from the obligations and/or conditions imposed by the provisions pertaining to the processing of the personal data transferred.14.7 Amendment to these provisionsThe parties may not amend these provisions otherwise than by updating the information contained in Schedule A, in which case they shall, if necessary, inform the authority thereof. They shall however be authorised, if necessary, to add supplementary commercial provisions.14.8 Description of the transferThe details of the transfer and the personal data are set out in Schedule A. The parties agree that Schedule A may contain confidential professional information which they shall not disclose to third parties, unless they are obliged to do so by the law or in response to the request of an official or regulatory agency having jurisdiction, or if they are obliged to do so pursuant to clause I e). The parties may produce additional schedules to cover additional transfers, which shall, if necessary, be submitted to the authority. Schedule A may also be drafted in such a manner as to cover multiple transfers.

CONDITIONS APPLICABLE TO THE MICROWAVE ELECTRONIC TOLL SYSTEM

15. USE OF THE OBU15.1. Applications of the TC.SCTCThe TC.SCTC are published on the Axxès website and only apply to Transactions entered into using the OBU installed in a Vehicle duly declared by the Client either to Axxès or to the Toll Charger, which may request individual registration for each OBU. The TC.SCTC are freely drafted and amended by each Toll Charger.The Client is informed that each Toll Charger shall have the right to make any checks associated with the use of the OBUs.

CONDITIONS APPLICABLE TO THE MICRO-WAVE ELECTRONIC TOLL SYSTEM

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The use of a single OBU by more than one vehicle when passing through a toll station is prohibited. Any such fraudulent use shall result in the cancellation of any discounts available and the implementation of the measures stipulated by the Toll Charger in the event of proven fraud (in particular the definitive cancellation of the application of its Specific Commercial Conditions).Any other non-compliant use, and in particular any other use of an OBU in a Heavy Goods Vehicle which does not correspond to its declared and recorded characteristics, shall be invoiced at the full price. 15.2. Manual processing 15.2.1 Manual processing in FranceIn the event of a malfunction of the OBU or the toll equipment in French Networks:- on entry, the driver must take a ticket and present such ticket when exiting and must do so manually. Should the exit toll station be fully automated, the driver must request assistance using the intercom (a call button on a magnetic payment terminal); and - on exit, the driver must present the OBU to staff for it to be processed manually. Should the exit toll gate be fully automated, the driver must request assistance using the intercom (a call button on a magnetic payment terminal).Any use of the Networks which does not comply with the procedure stipulated by this section shall be undertaken at the expense and risk of the Client alone, notwithstanding the right of Axxès to claim compensation for any losses which it may suffer as the result of such non-compliance.15.2.2 Manual processing in other countriesThe procedure to be followed in the event of a malfunction of the toll equipment or OBU shall be the one stipulated on the Axxès website and, where applicable, by the operating rules of the Toll Charger or by any other applicable text.15.3. Acceptance Network Axxès reserves the right to extend or reduce the Acceptance Network for the Microwave Electronic Toll System and the services available.Such modifications shall be published on the Axxès website prior to their entry into force. The corresponding schedules shall therefore be automatically modified ipso jure.The extension of the Acceptance Network in conjunction with a possible technological development may result in a change to the operating instructions necessary to allow the OBU to function properly.

16. INVOICING16.1. Proof of the Client’s Consumptions shall be constituted by the electronic records generated through the OBUs.Axxès shall produce the Consumption statement of the Client on the basis of the data provided by each one of the Toll Chargers of the networks in which the Client has travelled.This statement is made available to be the Customer by download from the Axxès website subject to the the conditions of use of the Axxès website. The Customer may ask for a print copy of his statement by mail. This mailing shall be invoiced according to the price list in force.The statement setting out such Consumptions shall specify as a minimum, for each OBU and each transaction, the dates, locations, amounts, volume and description of the services provided. This statement has no value for tax purposes.Axxès invoices the Consumption per country indicating the country where the transactions take place according to the rules effective in the European Union, and in the conditions defined in this Article.The invoice is never representing a final settlement of the Customer’s account. Any omission in billing consumptions shall be subsequently invoiced. The Customer still owes all the amounts corresponding to all its Consumptions notwithstanding any suspension or termination of the Agreement.16.2. Upon computation of the amounts due to Axxès under the Agreement, the indications of the Axxès information systems shall prevail over any other means of calculation, except in cases where the Customer provides proof of dysfunction of those systems.Any amicable claim concerning the items of a disputed invoice must be filed exclusively with Axxès within fifteen (15) days from the date of issue. A claim cannot release whatsoever the Customer from paying the disputed invoice.In every event of a claim Axxès shall conduct an investigation. Any corrections further to the investigation are subsequently regularized.16.3. Invoicing terms and conditions:- On the basis of the Consumption statement, Axxès shall invoice the sums payable by the Client for the relevant period pursuant to the transactions

recorded and the services provided in the networks of the Toll Chargers. - Invoices shall be issued on a bi-monthly basis. Depending on the Networks in which the Client has travelled, the invoices issued may take the following forms:

- a first invoice representing an advance payment in respect of the consumptions of the month - a complementary invoice in respect of the balance for those consumptions

- An e-mail sent to the notified e-mail address shall inform the Client of the issue of the invoice and the date and amount of the sums to be direct debited.- Copy invoices, with no fiscal value, shall be made available to the Client on the Axxès website.- The original invoice in a hard copy shall be delivered simultaneously to the Client by post and may also be delivered electronically, in the event of the implementation of e-invoicing by Axxès. It shall be incumbent upon each Client using the Electronic Toll System services to comply in the context of its business with all VAT rules applicable as a result of the issuing of invoices by Axxès. - In relation to the Axxès invoice it shall be incumbent upon each Client using the Electronic Toll System Services to comply in the context of its VAT tax status and activities with all the relevant VAT legislation applicable.

17. PROCESSING OF CLAIMS Any claim in connection with the Services must be submitted to Axxès. a) If the claim falls within the scope of the responsibility of Axxès, Axxès shall examine such claim and respond thereto within the period of one month. b) If the claim falls outside of the scope of the responsibility of Axxès and involves in particular a claim to the amount of a Toll, Axxès shall forward such claim to the Toll Charger, to the extent that it is a matter exclusively for the Toll Charger, as Axxès is not involved in the calculation of the tolls. All claims shall then be processed in accordance with the procedure agreed by Axxès and the Toll Charger in compliance with the regulatory provisions in force. The conditions governing such procedure shall be notified to the Client immediately upon receipt of its claim. Pursuant to Law No. 2008-561 of 17 June 2008 relating to the reform of the prescription period in civil matters, the period within which a claim must be notified is twelve (12) months from the date of the invoice for every party.

18. SPECIFIC CONDITIONS APPLICABLE TO SUBSCRIPTIONS IN FRANCE18.1. The Client may subscribe for the Satellite Electronic Toll System Services relating to the HGV Tax in its capacity as an owner, driver, user, lessee or sub-lessee of a Heavy Goods Vehicle. It shall then have the status of a subscribing taxpayer within the meaning of the French Customs Code (the “Subscribing Taxpayer”).18.2. The Client shall have the status of a “Filer” within the meaning of the French Customs Code. It may delegate the role of Filer to a third party, which must then notify its full name, the capacity in which it is doing so and its address.18.3. In the context of a subscription, the Filer must provide the following information. a) In relation to the Subscribing Taxpayer: - the name of the Subscribing Taxpayer;- the capacity in which it is subscribing (owner, driver, user, lessor, sub-lessor …)- its address- its SIRET (company identification number) or EORI or intra-Community VAT number for companies established in the EUThe Filer must provide Axxès with the following legal supporting documentation:- the identification documents of each relevant natural person - K-bis extracts (certificate of incorporation or equivalent) for each relevant legal entity- any document evidencing the legal capacity of the statutory representative - a mandate if the Filer is not the Subscribing Taxpayerb) In relation to each Heavy Goods Vehicle: - the number and country of registration of the towing vehicle- the MATW of the towing vehicle- the GCW- the number of axles of the towing vehicle- the EURO emission classThe Filer must provide Axxès with the following documents:

CONDITIONS APPLICABLE TO THE ELECTRONIC SATELLITE TOLL SYSTEM

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- the registration documents (or equivalent) - the chain of lease agreements, where applicable- the vehicle certificate or certificate of compliance or the classification certificate pertaining to the number of axles and the EURO emission class18.4. The Filer must also provide for each Vehicle a mandate from the Subscribing Taxpayer authorising Axxès to declare such vehicle and pay on its behalf the HGV Tax due. 18.5. The Filer shall acknowledge having submitted the valid supporting documents for registering its vehicles, and is fully responsible for the accuracy and correctness of those documents. Should Ecomouv’ apply penalties regarding the transmission or in respect of erroneous documents, Axxès SAS shall bill back the applied penalties to the Filer.18.6. Axxès shall pay the HGV Tax to the Partner, in the name and on behalf of the Client.

19. INVOICING19.1. Axxès shall provide the Toll Charger with the information related to the geographical positioning of the OBUs on board of each Vehicle. The Toll Charger shall determine the Transactions and inform Axxès of the Consumptions to be paid by the Client. Axxès shall produce a statement setting out the sums owed by the Client on the basis of the data provided by the Toll Charger.This statement shall be made available to the Client by means of a download from the Axxès website, in accordance with the conditions of use applicable to such website. The Client may request that a hard copy of its statement be sent to it. Such hard copy shall be invoiced in accordance with the applicable price list.19.2. Information compiled by means of OBUs used in a data collection process approved in accordance with the applicable regulations shall be deemed to be conclusive until proof of the contrary is produced.19.3. For the purposes of the calculation of the sums due to Axxès pursuant to the Agreement, the data contained in the information system of Axxès shall take priority over any other basis for such calculation, apart from in cases where the Client proves the malfunction of such systems. 19.4. On the basis of the Consumption statement, Axxès shall invoice the sums payable by the Client for the relevant period pursuant to the transactions recorded and services provided in the networks of the Toll Chargers.Invoices shall be issued on a bi-monthly basis. Depending on the Networks on which the Client has travelled, the invoices issued may take the following forms: - a first invoice requiring an advance payment in respect of consumptions during the month in question - a supplementary invoice in respect of the balanceAn e-mail sent to the notified e-mail address shall inform the Client of the issue of the invoice and the date and amount of any sums debited.Copy invoices, which may not be used for tax purposes, shall be made available to the Client on the Axxès website.The original invoice in a hard copy shall be delivered simultaneously to the Client by post and may also be delivered electronically, in the event of the implementation of e-invoicing by Axxès. It shall be incumbent upon each Client to comply in the context of its business with all VAT rules applicable as a result of the issuing of invoices by Axxès.

20. TERMINATION IN THE EVENT OF THE CANCELLATION OF THE HGV TAX MECHANISMIt is expressly agreed that the Satellite Electronic Toll System Service related to the HGV Tax may be automatically cancelled by Axxès, without notice or compensation, under the following conditions:- the statutory HGV Tax mechanism is cancelled- the agreement entered into by the State and its partner in charge of the collection of the taxes is cancelled- Axxès loses its status of an authorised electronic toll services company In such conditions, Axxès shall immediately inform the Client of the situation giving rise to the termination and the termination date.

21. PROVISION OF SUPPLEMENTARY SERVICES BY THIRD PARTIES Supplementary services to the Satellite Electronic Toll System (the Europe Services) may be provided on an optional basis to the Client at its request. Such services shall be provided by the partners of Axxès, subject to their own liability and in accordance with separate contractual conditions.

22. PROCESSING OF CLAIMS Any claim in connection with the Services must be submitted to Axxès.

a) If the claim falls within the scope of the responsibility of Axxès, Axxès shall examine such claim and respond thereto within the period of one month. b) If the claim falls outside of the scope of the responsibility of Axxès and involves in particular a claim to the amount of a Toll, Axxès shall forward such claim to the Toll Charger, to the extent that it is a matter exclusively for the Toll Charger, as Axxès is not involved in the performance of these functions (refer to definition 2.3). All claims shall then be processed in accordance with the procedure agreed by Axxès and the Toll Charger in compliance with the regulatory provisions in force. The conditions governing such procedure shall be notified to the Client immediately upon receipt of its claim. Pursuant to Law No. 2008-561 of 17 June 2008 relating to the reform of the prescription period in civil matters, the period within which a claim must be notified is twelve (12) months from the date of the invoice for every party.

23. OPERATION OF THE OBU AND EMERGENCY/BACK-UP PROCEDURE23.1. Axxès shall use its best endeavours to provide the Client with an operational OBU and to maintain such OBU in an operational status.23.2. In the event of malfunction, theft, loss or destruction of an OBU, the Taxpayer shall not be released from its obligation to pay the Toll and must therefore contact without delay the Axxès customer department that will inform about the steps to be taken. The details of the emergency/back-up procedure are available on the website www.axxes.eu.The Client must throughout the emergency/back-up procedure provide any information requested by Axxès or the Toll Charger and comply with their instructions. 23.3. Axxès shall not be held liable in any circumstances for the financial consequences of the Client’s failure to comply with the emergency/back-up procedure or the inappropriate implementation of the emergency/back-up procedure or any default by the Toll Charger in the context of such emergency/back-up procedure.23.4. The Client shall ensure that any user of a Vehicle subject to the HGV Tax is informed of the necessity of the emergency/back-up procedure in the event of malfunction, theft, loss or destruction of an OBU and about the terms and conditions of the emergency/back-up procedure. The Client shall be personally liable for any claims brought by the said user and shall indemnify Axxès in respect of the financial consequences thereof.

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SCHEDULE ADESCRIPTION OF THE TRANSFER

Data subjects The transferred personal data relates to the following categories of persons:Clients and the drivers of the heavy goods vehicles of Clients, Axxès.

Objectives of the transfer The objectives of the transfer are as follows:The operation of the OBU-based commercial road toll system and the collection of the National Heavy Goods Vehicle Tax stipulated by Articles 274 et seq. of the French Customs Code, using the tags marketed by Axxès.

Data categories Transferred personal data falls within the following data categories:Vehicle identification data, invoicing data, connection data and positioning data.

RecipientsTransferred personal data may only be disclosed to the following recipients or the following categories of recipients:Axxès Clients, Axxès, motorway concession aires, toll companies, Ecomouv’ and the French Customs Authorities and the commercial partners of Axxès.

Sensitive data (where applicable)Transferred personal data relates to the following categories of sensitive data:Axxès does not process any sensitive data relating to its Clients.

Other useful information The data shall not be held for a period exceeding three years from the end of the year in which the Agreement expires, with such period applying to data of which it is necessary to retain records for the purposes of compliance with the tax prescription period.

Contact persons for information requests relating to data protection

Data importer Data exporterClient designated by the AxxèsSpecific Conditions. Tour Oxygène 10/12, boulevard Vivier Merle 69393 Lyon Cedex 03 Tel.: +33 4 26 29 75 00 Christian Ambrun

www.axxes.eu