SPECIFIC AMENDMENT TO CLIENT GENERAL TERMS & CONDITIONS – « Annual Subscription to «PHARMATCH POOL» OFFER »

V3.0 As of 11/12/2024

IMPORTANT NOTE: PHARMATCH core business is to connect ‘healthcare industry freelancers” with healthcare companies but has now open the platform to additional types of candidates (i.e. not only freelancers) such as ‘permanent candidates’ & ‘students’. Please consider that the term “Freelance Expert” below can also be related to Candidates in general including ‘permanent’ & ‘student’ candidates when relevant.

These Specific Terms and Conditions govern the activity of a project owner (“Client”) on the PHARMATCH platform which is operated by AB RESEARCH SASU (hereinafter “PHARMATCH”), company organized and existing under the laws of France, whose registration number is 853 792 612 00022, VAT number FR19853792612 and registration location is Lyon, located at 4 rue de la République, Lyon, 69001, France. These Specific Terms and Conditions complement the general Terms & Conditions previously agreed between PHARMATCH and the Client (https://www.pharmatch.co/terms-conditions-clients/) to detail the conditions of the “Saas «PHARMATCH POOL» OFFER” accessible by Clients through annual subscriptions.

These Terms & Conditions apply to the current version of the platform and is likely to evolve for the next version of the platform.

A. Definition

The “Client” is the project owner requesting a service to be performed by a Freelance Expert.

The “Freelance Expert” is the individual professional performing the service requested by the Client through its own company.

The “Freelancing Service” is the service performed by the Freelance Expert directly to the Client.

“PHARMATCH” is the platform and its team making the matching between projects from Clients and Freelance Experts.

The “PHARMATCH ONE” OFFER is a success fee-based model where Client must pay a fee to PHARMATCH for recruiting the right Freelance Expert.

The “PHARMATCH PLUS” OFFER is a success fee-based model where Client must pay a fee to PHARMATCH for recruiting the right Freelance Expert and managing administrative steps.

The “PHARMATCH OFFICER” OFFER is a Recruitment Process Outsourcing (RPO) model with monthly subscription where a team member of PHARMATCH is integrating client’s teams to manage the external freelance workforce of the company (“external Chief Freelance Officer).

The “PHARMATCH POOL” OFFER is a fixed fee-based model where Client must pay an annual subscription to access unlimitedly and in total autonomy PHARMATCH full pool of Freelance Experts.

The “PHARMATCH Support” is the optional human service performed by PHARMATCH for recruitment and/or administrative management (contracts, timesheets / activity reports, invoices & payments) in the “PHARMATCH POOL” OFFER.

The “Freelancing Contract” is the contract directly made between the Client and the Freelance Expert regarding the content, terms & conditions of the “Freelancing Service”. This contract can come from PHARMATCH template or Client Template.

 “PHARMATCH Annual Subscription” is the annual subscription the Client must pay to PHARMATCH for the service related to the “PHARMATCH POOL” OFFER.

“PHARMATCH Support Fee” is the fee the Client must pay to PHARMATCH for the optional “PHARMATCH Support” proposed in the “PHARMATCH POOL” OFFER”. This fee is in addition to “PHARMATCH Annual Subscription”.

“Freelancing Service Fee” is the fee the Client must pay to Freelance Expert for the “Freelancing Service”. This fee can also include pass-through costs (e.g. accommodation, travel).

“Parties”: in the singular, designate the Client or PHARMATCH; in plural, refers to the Client and PHARMATCH

“User(s)”: is the Client user(s) of the “PHARMATCH POOL” OFFER Service having a license to fully access PHARMATCH pool of Freelance Experts.

“PSP” is PHARMATCH payment partner allowing PHARMATCH to manage payments (i.e. Payment Service Provider) (e.g. Mangopay, see Terms&Conditions)

“Factor” is PHARMATCH partner allowing PHARMATCH to pay instantly (i.e cash advance) the Freelance Expert directly at activity report validation through 1/ a credit suggested to the Client by the Factor (so that Client can keep its usual payment delay) (TermsTech, see Terms&Conditions) OR 2/ through an instant payment of the Freelance Expert invoice by the Factor (Aria, see Terms&Conditions). By accepting these Terms & Conditions, you are accepting TermsTech & Aria’s General Terms & Conditions of Service that will apply only if you chose the factoring option and if you are considered eligible to this service.

B. Purpose (“PHARMATCH POOL” OFFER)

This contract aims at defining technical, legal & commercial modalities according to which PHARMATCH provides to Client the “PHARMATCH POOL” OFFER service with full access to its pool of Freelance Experts through PHARMATCH Annual Subscription. For this offer, PHARMATCH only has an obligation of means.

Optionally, the Client can request the human support from PHARMATCH for recruitment or administrative management (PHARMATCH Support) for an additional fee indexed on Freelance Expert Rate that is discounted versus the fee for the “PHARMATCH PLUS” OFFER.

The provision of the “PHARMATCH POOL” OFFER service is conditioned by the full compliance and respect of the hereby contract by the Client. 

C. Financial Conditions (“«PHARMATCH POOL» OFFER”)

1. Price

Annual Subscription gives full access to the pool of Freelance Experts. Amount of the Annual Subscription is defined according to Client overall size (i.e. at global level not affiliate level):

• 25k€ / year (excl. VAT) if < 1000 employees
• 50k€ / year (excl. VAT) if 1000 – 5000 employees
• 75k€ / year (excl. VAT) if > 5000 employees

The license is granted per affiliate (one annual subscription = access for one affiliate) and maximum number of Users per affiliate is defined according to Annual Subscription:

• 25 users max if 25k€ / year
• 50 users max if 50k€ / year
• 75 users max if 75k€ / year

On-demand there is a possibility to set a Global Plan (i.e. to provide access to all affiliates with only one Annual Subscription). There is also a possibility to increase the number of Users for additional fee.   

e.g. SANOFI: the total number of employees is 85 000. Therefore, SANOFI France will pay 75k€ / year and access will be provided to 75 employees max from Sanofi French affiliate. SANOFI UK will have to pay the same amount to access the pool. On-demand a Global Plan can be set for SANOFI Global.

Optional: Additional human support for recruitment or administrative management from PHARMATCH team (PHARMATCH Support) is possible for an additional fee (PHARMATCH Support Fee) indexed on Freelance Expert Rate that is discounted versus the fee for “PHARMATCH PLUS” OFFER (i.e. +10% instead of +20% with a minimum of 150€/day).

2. Payment conditions

Payment must be done in € by SEPA direct debit.

Access will be granted within 30 days after signature of hereby contract and reception of the payment from the Client.

3. Payment delays

In accordance with article L.441-6 of the Commercial Code, any sum due under the Contract, and not paid from the due date for payment, entails the payment by the Client of late payment penalties, the rate of which is equal to the rate applied by the European Central Bank, corresponding to its most recent refinancing operation and increased by ten (10) points, as well as a lump sum compensation for recovery costs in the amount of 40 euros. Any delay or non-payment will result in the sending of a reminder letter to the Client in electronic (e-mail accepted) or paper format notifying him of a period of fourteen (14) calendar days after which, in the absence of regularization, the totality of the sums due to the under the Contract will become automatically payable.

4. Suspension and Termination

Without prejudice to the provisions of the previous article (Payment delays), any delay or failure to pay will result in the sending of a reminder letter to the Client in electronic (e-mail accepted) or paper format notifying him of a period of fifteen (15) days after which, in the absence of regularization, access to the “PHARMATCH POOL” OFFER Service will be suspended. Failure to regularize this may also result in termination of the Contract at the fault of the Client as indicated in there hereby article “Termination”.

D. Duration

The hereby contract becomes effective at the date of signature between the two parties (Client & PHARMATCH) and is concluded for a minimum of 2 years. Then there is a tacit yearly renewal if the contract is not stopped 30 days before the renewal period. Termination notification must be done in written.

E. PHARMATCH obligations

1. Provision of the “PHARMATCH POOL” OFFER service

When ordered, PHARMATCH commits to deliver the “PHARMATCH POOL” OFFER service the conditions agreed in the hereby contract if Client is compliant with hereby contract terms including financial conditions.

2. Backup of Client data

Client data will be regularly saved by PHARMATCH and are retained by PHARMATCH during the whole duration of the contract.

3. Security

Client access is secured through an ID and a password per user. Users shall not share their password to other users. 

4. Assistance & Support

The “PHARMATCH POOL” OFFER Service include a support aiming at correcting potential anomalies affecting the service. Client can send an email to contact@pharmatch.co with “PHARMATCH POOL” OFFER Support Service” in subject of the email to get the anomaly considered within the next 48 hours.  

Support is not covering reproducible incidents directly attributable to the Service. Incidents affecting Client IT environment, its telecommunication network or a non-current version of the Service are not covered by support.

PHARMATCH cannot guarantee that the Assistance / Support delivered by PHARMATCH will resolve the difficulty encountered or that the difficulty will not recur or that no new difficulty will be generated by assistance and/or support.

PHARMATCH reserves the right not to respond to an online assistance request that does not comply with the conditions stipulated in this article.

5. Professional Insurance

PHARMATCH declared that it has taken out an insurance policy covering its professional civil liability and will provide proof of the existence of this policy upon simple request from the Client.

F. Availability of the “PHARMATCH POOL” OFFER Service

The availability of the Service (i.e. access to the platform and its content) is calculated on a monthly calendar basis, excluding Maintenance Operation(s).

Unless previously defined jointly, Maintenance Operations will be carried out between midnight and 9 a.m. (CET). Except in the case of an Urgent Maintenance Operation, PHARMATCH will make its best efforts to inform the Client in writing of a Maintenance Operation at least 48 hours in advance.

PHARMATCH commits to an availability of the Service (excluding test or pre-production environments) of 99% (hereinafter the “Availability Level”).

If it is established that the Service has not reached the Availability Level, upon written request from the Client and as the sole compensation due to the latter, PHARMATCH undertakes to compensate in accordance with the following matrix:

• First month of non-compliance with the Availability Level: The Parties undertake to meet in order to discuss in good faith the actions to be implemented in order to correct the unavailability problem;
• From Second consecutive month of non-compliance with the Availability Level: The Client can request a postponement of the subscription in proportion of the period of unavailability.

The compensation is of a discharging nature and constitutes the only compensation due to the Client in the event of unavailability of the Service and/or failure to reach the Availability Level.

G. Client Obligations

1. Payment

The Client undertakes to pay all sums due under the Contract in accordance with the provisions of the “Financial Conditions” article.

2. Information Communication

The Client undertakes to communicate to PHARMATCH all the information necessary for the “PHARMATCH POOL” OFFER Service, after having previously verified that it is complete and accurate as well as the uses or constraints specific to its activity. The Client also undertakes to notify PHARMATCH in writing of any difficulties it encounters during the execution of the project and which may have an impact on the contractual commitments.

3. Cooperation

The Client undertakes to cooperate with PHARMATCH and ensure the cooperation of all its stakeholders (employees, subcontractors, contractors, sellers, service providers of the Client, etc.).

4. Backup

The Client undertakes to make the necessary backups of data, files, programs, documentation and information of any kind which may be made available to PHARMATCH or to which PHARMATCH may have access as part of the provision of the “PHARMATCH POOL” OFFER Service.

5. API compliance

The Client undertakes to use the potential APIs made available by PHARMATCH in strict compliance with the Documentation and with the purpose defined therein (excluding, for example, any use for the purposes of testing the Service). The Client undertakes in particular to ensure that its use of said APIs does not disrupt the provision of the “PHARMATCH POOL” OFFER Service by PHARMATCH. The Client acknowledges and accepts that in the event of non-compliance with the provisions of this clause, PHARMATCH cannot guarantee the availability of the “PHARMATCH POOL” OFFER Service.

6. Non-circumvention

The Client undertakes to use the Service only for its needs and not to directly or indirectly circumvent the Service in order to reduce the amount of sums owed to PHARMATCH by the Client for the use of the solution. Client must respect the number of users allowed and must not copy paste or download the information from PHARMATCH “PHARMATCH POOL” OFFER on its own system or on a third-party system.

7. Compliance with rules & laws

Client guarantees that:

• the Client Data does not violate the rights of any third party, including intellectual property rights,
• the use of the “PHARMATCH POOL” OFFER Service made by the Client does not violate any legislation in force, in particular the regulations on personal data personnel possibly applicable to Client Data

H. Staff

Each of the Parties will retain its status as employer with regard to its own personnel.

When the Services are carried out on a Client site, PHARMATCH staff must comply with the health and safety instructions in force on said site which the Client will have previously communicated in writing to PHARMATCH.

In accordance with articles L. 8221-1 et seq. and R. 8221-1 et seq. of the Labor Code, PHARMATCH expressly declares to respect the obligations arising from the Labor Code and guarantees that it does not resort to hidden work.

I. Personal Data / GDPR

Please note that the Client is responsible for the personal data that he may hold and in this regard is responsible for completing the required administrative formalities (in particular with the CNIL or international equivalent).

In the event that personal data is transferred outside the European Union for the purposes of the “PHARMATCH POOL” OFFER Service, the Parties indicate that the Client will sign with the PHARMATCH subcontractor concerned the standard contractual clauses of the European Union resulting from the decision of the European Commission of February 5, 2010. PHARMATCH will inform the Client so that he is able to fulfill his obligations towards the competent administrative authorities.

J. Intellectual Property

1. Pre-existing elements

Each of the Parties retains exclusive ownership of intellectual property rights and ownership of the know-how and methodologies belonging to it before the entry into force of the Contract, as well as any improvements and additions that it may make to them during the course of the execution of the Contract. Each of the Parties will therefore be able to freely reuse all of the prior properties belonging to it and undertakes to keep the prior properties of the other Parties confidential.

2. Respect of PHARMATCH Intellectual Property

All intellectual property rights existing in the “PHARMATCH POOL” OFFER Service (and the underlying software) and the Documentation are and remain the property of PHARMATCH and/or its licensors. The Client undertakes not to infringe, directly or indirectly, the rights held by PHARMATCH and/or its licensors. Consequently, the Client is prohibited in particular from:

• any form of use of the “PHARMATCH POOL” OFFER Service and its Documentation, in any way whatsoever, for the purposes of designing, producing, distributing or marketing similar, equivalent or replacement services,
• the adaptation, modification, transformation, arrangement of the “PHARMATCH POOL” OFFER Service and the Documentation, for any reason whatsoever, including to correct malfunctions,
• any decompilation, reverse engineering or disassembly of the “PHARMATCH POOL” OFFER Service, total or partial,
• subject to the other provisions of the Contract, any assignment, transfer, rental, total or partial, for a fee or free of charge, of the “PHARMATCH POOL” OFFER Service or the right of use granted above,
• any direct or indirect transcription, any translation into other languages ​​of the “PHARMATCH POOL” OFFER Service and the Documentation,
• any modification or circumvention of the protection code such as, in particular, access or identifier codes,
• the placing on the market for a fee or free of charge, including rental, of the “PHARMATCH POOL” OFFER Service and/or its Documentation by any process “PHARMATCH POOL” OFFER information remains the exclusive property of PHARMATCH, Client is not authorized to download or copy paste these information in its system, share it or sell it to a third-party.

K. Guarantee

1. Service Guarantee

Subject to the provisions of the next article (Client Data Guarantee), PHARMATCH undertakes:

• to defend the Client against any action or claim by a third party against the Client alleging that use of the “PHARMATCH POOL” OFFER Service in accordance with the Agreement infringes a patent, trademark or copyright belonging to that third party (an “Infringement Action”), and
• to pay the damages and the costs and expenses that the Client would have incurred or that he would be ordered to pay, by a final court decision following an Infringement Action.

In order to benefit from this guarantee, the Client must:

• notify PHARMATCH as soon as possible of the existence of an Infringement Action,
• entrust PHARMATCH with exclusive control of the defense and/or transaction relating to the Infringement Action, and
• provide PHARMATCH with all information and assistance necessary to defend the Infringement Action.

If the “PHARMATCH POOL” OFFER Service is the subject or, in PHARMATCH’s reasonable opinion, is likely to be the subject of an Infringement Action, PHARMATCH may at its option and at its expense (i) obtain the right allowing the Client to continue to use the “PHARMATCH POOL” OFFER Service, or (ii) modify the “PHARMATCH POOL” OFFER Service to make it non-infringing while remaining substantially functionally equivalent.

PHARMATCH will have no obligation towards the Client when the Infringement Action results from (i) the association, exploitation or use of the “PHARMATCH POOL” OFFER Service with other products, services or materials not provided by PHARMATCH, or (ii) use of the “PHARMATCH POOL” OFFER Service not in accordance with the Contract and/or the Documentation.

The provisions of this article define the entirety of PHARMATCH’s obligations regarding counterfeiting.

2. Client Data Guarantee

The Client guarantees that the Client Data does not violate any intellectual or industrial property rights or other rights of third parties, and accordingly indemnifies PHARMATCH against any action, claim, demand or opposition from any third party invoking such violation on any or part of the Customer Data.

L. Liability

1. Harm minimization

Each of the Parties must do everything possible to minimize the damage it may suffer in application hereof.

2. Limitation of liability

PHARMATCH excludes any guarantee of suitability for the needs of the Client or any third party.

Under no circumstances will PHARMATCH be held liable for loss of profits, loss of use, operating loss, loss of data, the cost of replacement goods or services or for any indirect damages related to the use of the “PHARMATCH POOL” OFFER Service, inability to use it, execution of the Contract or its failure to perform, including in the event of negligence, even if PHARMATCH has been informed of the possibility of such damage.

Likewise, the Client cannot under any circumstances be held responsible for any direct or indirect damage linked to the use of the “PHARMATCH POOL” OFFER Service, the inability to use it, the execution of the Contract or its failure to perform, including in case of negligence.

In any event, the total amount of damages to which PHARMATCH could be condemned under the Contract, all causes and all damages combined, is expressly and generally limited to the total amount excluding taxes of the sums collected by PHARMATCH during the six ( 6) months preceding the event giving rise to liability giving rise to compensation.

These provisions establish a distribution of risks between the Client and PHARMATCH. The price defined by the Parties reflects this distribution as well as the limitation of liability described above.

3. Liability and third parties

PHARMATCH only makes a contractual commitment towards the Client. PHARMATCH makes no commitment towards third parties, and particularly towards companies affiliated with the Client’s group or its clients (hereinafter collectively the “Third Parties” in this Contract). The provision for the benefit of a Third Party or the direct or indirect use by a Third Party of all or part of the “PHARMATCH POOL” OFFER Service will be carried out under the sole responsibility of the Client who will guarantee PHARMATCH in the event of claims from these Third Parties directed against by PHARMATCH. It is therefore up to the Client to take the necessary measures to manage the risks with respect to these Third Party users or direct or indirect beneficiaries of the “PHARMATCH POOL” OFFER Service provided by PHARMATCH. PHARMATCH notably excludes any liability for the products and services sold by the Client via the Service, the Client being solely responsible for their choices and for said products and services sold via the “PHARMATCH POOL” OFFER Service.

4. Implementation time

In order to implement PHARMATCH’s liability, it will be up to the Client to provide proof that PHARMATCH’s contractual fault is the direct cause of its damage within a period of one (1) year from the Client’s knowledge of the damage.

5. Survivorship

 It is expressly agreed between the Parties that in the event of termination of the contract for any reason whatsoever, this article will survive.

M. Confidentiality

The Party which receives Confidential Information undertakes for the duration of the Contract and for five (5) years from the termination or expiration of the Contract, whatever the cause, that the Confidential Information emanating from the Party transmitting it:

• are protected and guarded strictly confidential, and are treated with the same degree of precaution and protection as it accords to its own Confidential Information of the same importance;
• are only transmitted to members of its staff, third-party service providers or subcontractors having knowledge of them and are only used by the latter to enable the execution of the Contract;
• are not used, totally or partially, for any purpose other than that defined by this article without the prior written consent of the Party which transmitted them and in particular are not sold, transferred, rented or commercially exploited; And
• are neither copied, nor reproduced, nor duplicated in whole or in part except i) as necessary to fulfill the obligations under the Contract and/or ii) agreement of the Party from which they emanate and this, in a specific manner and in writing.

In the event of disclosure to a third party service provider or subcontractor, each Party undertakes to have this third party service provider or subcontractor sign a confidentiality commitment setting out the terms of this article, which it will communicate to the other Party upon request.

Each Party guarantees compliance with the obligations defined in this article by its employees, subcontractors or agents and will be responsible for any disclosure made in violation of this article by them. In the event of disclosure made in violation of this article, the Party which becomes aware of it must notify the other Party.

The confidentiality obligations defined in this article do not apply to Confidential Information:

• publicly disclosed prior to their communication within the framework of the Contract or after this communication but in this case in the absence of any fault and violation of the provisions of this article;
• already known to the Party to which it is communicated, this can be demonstrated by the existence of appropriate documents in its files;
• received from a third party lawfully, without restrictions or violation of the provisions of this article;
• results of internal developments undertaken in good faith by employees who did not have access to Confidential Information; Or
• the use or disclosure of which has been authorized in writing by the Party from which they originate.

Furthermore, each Party may disclose, under the strictest confidentiality, the Contract and the documents relating thereto to its advisors, to its insurance broker, to its auditors, tax and social bodies in the event of an audit, to its parent company or at the injunction of a judicial administrative authority or when this disclosure is necessary to enable the implementation or prove the existence of rights under the Contract .

N. Reference

The Client authorizes PHARMATCH to identify him as a user of the Service on its website, in press releases issued by PHARMATCH and in any other promotional document.

O. Termination

1. Termination for breach

In the event of a serious breach by one of the Parties of any of its obligations not remedied within thirty (30) working days from receipt of the registered letter with acknowledgment of receipt notifying the breach(es) cause, the other Party may automatically terminate the Contract, without any formality other than sending the defaulting Party a new registered letter with acknowledgment of receipt.

2. Effects of termination

In the event of termination or non-renewal of the Contract, (i) the Client undertakes to pay PHARMATCH for the “PHARMATCH POOL” OFFER Service carried out in proportion to their progress on the date of termination, (ii ) PHARMATCH will cease providing the “«PHARMATCH POOL» OFFER” Service to the Client, and (iii) the Client will no longer benefit from the right to access or use the “PHARMATCH POOL” OFFER Service. Any termination of the Contract, whatever the cause, will not affect the rights and responsibilities acquired or the payments due, nor the entry into force or maintenance of all the provisions of this Contract for which it is expressly or implicitly provided that they will remain or that they will come into force at the end of the Contract.

3. Return of Client data

Provided that the Client is up to date with his payments, within 30 days following the end of the Contract, PHARMATCH may, at the Client’s request, return to him within 30 (thirty) days, all of the Client Data under a intelligible form.

4. Return of Confidential Information

Each Party undertakes, within 30 (thirty) days following the end of the Contract, to return to the other Party all elements provided by the latter for the provision of the “PHARMATCH POOL” OFFER Service and in particular hardware, software and software packages and documents. , of whatever nature they may be.

P. Non-solicitation of staff

The Client waives, without prior written agreement from PHARMATCH, directly or indirectly making offers of employment to a PHARMATCH employee, or taking him into his service, under any status whatsoever, even if the initial request is made by the collaborator.

This waiver remains valid for a period of twelve (12) months from the expiration or termination for any reason whatsoever of the Contract.

In the event that the Client does not respect this commitment, he undertakes to compensate PHARMATCH by paying her compensation equal to the gross salaries received by the poached employee during the twelve (12) months preceding his departure.

Q. Force Majeure

No Party will be held liable or be considered to be in a situation of violation or default under the Contract (excluding financial obligations) due to a cause or situation beyond the reasonable control of the Party concerned. Force majeure includes, without limitation, events recognized as such by the French courts, natural disasters, acts of war, disturbances threatening the maintenance of public order, epidemics, fires, floods and other natural disasters, state actions, strikes and technical and electrical problems external to the Parties and preventing any communication.

In the event that the force majeure event lasts for more than one (1) month, each Party may terminate the Contract by registered letter with acknowledgment of receipt without the other Party being able to claim damages and interests as a result.

R. General terms

1. Parties independency

Each Party is deemed to act in its own right and has no authority to bind the other Party for any reason whatsoever. None of the stipulations of this Contract qualifies this Contract as a partnership agreement, joint venture or representation contract between the Parties for any reason whatsoever.

2. Assignment or sub-contracting

Neither Party may assign the Contract without the prior written consent of the other Party.

Each of the Parties may, however, freely contribute or transmit, in any form whatsoever, the Contract, in particular and without limitation, by way of merger, split, partial contribution of assets, to any Company controlled exclusively or jointly. by it within the meaning of article L.233-3 of the Commercial Code, provided that the transfer by the Client does not take place for the benefit of a company competing with PHARMATCH.

PHARMATCH may freely subcontract all or part of the “PHARMATCH POOL” OFFER Service.

3. Entire Contract

The Contract expresses the entirety of the obligations of the Parties with regard to its subject matter and cancels and replaces any declaration, negotiation, commitment, oral or written communication, acceptance, understanding and prior agreement, having the same purpose as these. No other general or specific condition communicated by one of the Parties may be invoked against the other Party.

4. Convention of proof

The Parties agree that the recordings made by PHARMATCH’s equipment as well as the electronic exchanges between the Parties will constitute proof between the parties within the meaning of article 1316-2 of the Civil Code. To this end, it is expressly agreed that all technical information concerning the Client, as well as electronic exchanges of any nature whatsoever with the latter (in particular by email, internal message to the “PHARMATCH POOL” OFFER Service, etc.) may be kept and archived by PHARMATCH for evidentiary purposes.

5. Miscellaneous

The Parties elect domicile at their registered office.

The fact that one Party does not invoke a failure by the other Party to fulfill one of its obligations cannot be interpreted in the future as a waiver.

The Contract may only be amended or modified by agreement written between the Parties.

In the event that one or more of the provisions of the Contract are or become void, of no effect, illicit, unenforceable or inapplicable in any way, the validity, legality or application of the other provisions of the Contract would in no way be affected or altered.

In such a case, however, the Parties agree to consult and make every effort to integrate into the Contract a new clause having the effect of reestablishing the common will of the Parties as expressed in the initial clause, in compliance with the applicable legal provisions and regulations.

Unless otherwise specified, deadlines are expressed in calendar days or months.

PHARMATCH will in no case be prevented from carrying out, on its own account or on behalf of its clients, services similar to those carried out within the framework of the Contract.

6. Notifications

Any notification sent by one Party to the other Party under the Contract must be in writing and (i) delivered by hand, or (ii) sent by registered letter with acknowledgment of receipt to the address indicated herein, or to any other address communicated by one of the Parties for this purpose (except when e-mail only is accepted as specified in dedicated articles). A notification sent by registered letter with acknowledgment of receipt will be considered as delivered on the date of its first presentation.

7. Law and attribution of jurisdiction.

The Contract is subject to French law. The Parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, all national laws intended to apply said Convention as well as any conflict of law rules that may be applicable.

In the absence of an amicable agreement between the Parties, for any dispute arising between them regarding the interpretation or execution of the Contract, jurisdiction is granted to the Courts of Lyon, notwithstanding multiple defendants or warranty claims, even for precautionary proceedings, in summary proceedings or by request.

S. Special Conditions / Amendments to hereby “PHARMATCH POOL” OFFER Terms & Conditions made by the Client

N/A.

In witness whereof, this Agreement is hereby executed to be made effective as of the Date of signature or online acceptance on pharmatch.co.