TERMS of USE

Welcome to EnhancedExchanges Group’s website. EnhancedExchange owns and operates this website. Please thoroughly read these general terms and conditions of use carefully before using this website. This website is to be used for informational purposes only. By using this website or downloading materials from this website, you agree to these general terms and conditions. If you do not agree to follow these general terms and conditions, do not use or download materials from this website. Indeed, by accessing this website, you indicate you agree to be bound by these general terms and conditions. EnhancedExchange may modify these general terms of use, as it deems necessary, at any time and without notice. EnhancedExchange authorizes you to view and download the information (Materials) at this website only for your personal, non-commercial use. Indeed, this authorization is not a transfer of title in the materials, and copies of the materials are subject to certain restrictions.

These are: (1) you must retain all plus all copyright and other proprietary notices contained in the materials and copies of the materials downloaded. (2) You may not reproduce or publicly display, perform, or modify the materials in any way nor distribute or otherwise use or communicate them for any public or commercial purpose. (3) You must not transfer the materials whole or in part to any other person unless you give them notice of these general terms and conditions, and they agree to accept, the obligations arising under these general terms and conditions. You agree to concur with all additional restrictions displayed on the website, as it may be updated from time to time. Though including all materials that are protected by worldwide treaty provisions and copyright laws. You also agree to comply with all copyright laws globally in your use of this website and to prevent any unauthorized copying of the materials. Except as expressly provided herein, EnhancedExchange does not grant any express or implied right to you under any patents, designs, trademarks, copyrights, or trade secret legislation.

EnhancedExchange may use “cookie” technology to enhance and facilitate your visit to EnhancedExchange website. The “cookie” files are sent to your computer and identify you as a unique user and store your personal preferences and technical information. “Cookies” do not themselves contain or reveal any personal information. If you submit personal information via EnhancedExchange website, information can be linked to the data stored in the cookies. If you do not accept EnhancedExchange’s use of cookies, you may change your browser settings so that the browser does not accept cookies (instructions on how to change your browser’s cookie settings should be found in the help section in your web browser). If you change the settings, you may not be able to access certain parts of our website.

Data Protection:

In performing the services, EnhancedExchange collects, uses, and protects personal data according to its privacy policy to be deemed as incorporated in its terms of services. EnhancedExchange shall be at liberty to disclose the order-related documents anytime to any third-party. No liabilities whatsoever shall be attached to EnhancedExchange’s act of disclosure. EnhancedExchange will be responsible for the management of all confidential information of customer obtained or created during the performance of services:

• • EnhancedExchange will inform the customer of any information it intends to place in the public domain or when EnhancedExchange is required by law or authorized by contractual arrangements to release any information;
  • The customer agrees that all information obtained about the customer from any third-party sources (e.g., complainant, regulators) shall be confidential between the sources and EnhancedExchange and will not be shared with the customer;
  • Staff, which includes any committee members, contractors, personnel of external bodies, or individuals acting on behalf of EnhancedExchange’s shall keep all information obtained or created during the performance of services, confidential except as required by law.

Acknowledgment of Intellectual Property Rights:

Concerning new or modified products/services, all rights, titles, and interest in any inventions (including discoveries, ideas, or improvements, whether patentable or not), acknowledgment is made of (2) two items, at minimum. Principally, (i) based upon or arising from EnhancedExchange information, or (ii) developed specifically for the customer, will belong to EnhancedExchange regardless of when they are created. If EnhancedExchange produces works of authorship for the customer under the order, the work will be deemed “works made for hire” EnhancedExchange shall retain all rights, title, and interest. Nevertheless, if action is not determined to be “works made for hire, EnhancedExchange agrees to grant some rights, title, and interest to the customer. In each such case, a pre-requisite exists in that the documentation so affirms and is proving the establishment of EnhancedExchange intellectual property rights, and the rights granted would not be affected by anything in the order.

You agree that EnhancedExchange or its approving parties will acquire any intellectual property rights (whether unregistered or registered) (including but not limited to know-how, copyright, patents, proprietary information, database rights, and rights in registered or unapplied trademarks and designs). EnhancedExchange shall be the owner of all goodwill and intellectual property rights resulting from the use of EnhancedExchange work. The customer may not use EnhancedExchange trade names, trademarks, logos, service marks, or other proprietary marks. Nothing herein shall affect these general terms and conditions and the ownership of any intellectual property rights of EnhancedExchange, or subsequently arising with the products and services. If any of the products or services have been designed explicitly for or requested by EnhancedExchange (the “Custom Works”) all intellectual property in, and relating to, the custom works will be EnhancedExchange’s property.

All intellectual property rights created by or in your name while providing the products and services will be the property of EnhancedExchange. You assign all intellectual property rights to EnhancedExchange and reserves EnhancedExchange’s intellectual property rights in any agreement which you enter with any third-party concerning any custom works and contract. EnhancedExchange is and will remain the owner of all possible database producer rights and intellectual property rights relating in general to the provision of the services. In particular, concerning the processes and techniques, EnhancedExchange uses to gather, present information, certificates, documents, and all other raw information collected during the services. EnhancedExchange is free to publish, host, and store all its intellectual property rights or all data collected and to use it, for example, to offer new kinds of services or to compile data.

Changes:

EnhancedExchange reserves the right, at its sole discretion, to change, modify, add, or remove any portion of these general terms and conditions in whole or in part, at any time. Changes in these general terms and conditions will be effective when notice of such change is posted on this website. After any modification, your continued use of this website to these general terms and conditions posted will be considered acceptance of those changes. EnhancedExchange may terminate, change, correct any errors or omissions in any portion of this website, or make any other changes to this website. The materials and the products, services, programs, or prices, if any described in this website is subject to change and or deletion at the sole discretion of EnhancedExchange. It may, at any time, discontinue or suspend any aspect of this website, including the availability of any features of this website, at any time without notice. EnhancedExchange may also impose limits on certain features and services or restrict your access to parts or the entire website without notice or liability. EnhancedExchange may terminate the authorization, rights, and license given above at any time and, upon such termination, you shall immediately destroy all materials.

Children’s Online Privacy Protection Act Compliance:

This website is not meant for persons under (13) thirteen years of age. By entering this website, users represent that they are (13) thirteen years of age or older.

Mitigate Losses & Duty:

You shall assume all reasonable steps to mitigate promptly your loss arising to any communications, without prejudice to limitation of liability set forth herein, claim, or action whether for negligence, breach of contract, or otherwise, which you may bring against EnhancedExchange.

Exclusive Remedy:

If EnhancedExchange does not comply with its undertakings under this agreement, it shall either correct the non-compliance or, at its option, terminate this agreement. By prior notice, posted on this website, or to the maximum extent permitted by law, this clause expresses your sole and exclusive remedy to non-compliance by EnhancedExchange.

No Unlawful or Prohibited Use:

As a condition of your use of EnhancedExchange website, you warrant to EnhancedExchange that you will not use EnhancedExchange website for any purpose that is unlawful or prohibited by these general terms, conditions, and notices. You may not use EnhancedExchange website in any manner which could damage, disable, overburden, or impair EnhancedExchange website or interfere with any other party’s use and enjoyment of EnhancedExchange website. You may not attempt to or obtain any materials or information through any means not intentionally made available or provided for through EnhancedExchange websites.

Use of Communication Services:

EnhancedExchange website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars. Furthermore, the website may or not contain other messages, communication facilities designed to enable you to communicate with the public at large or a group (collectively, “Communication Services”). Indeed, you agree to use the communication services only to post, send, and receive messages or materials that are proper or related to the particular communication service. When using a communication service, you agree not to do the following:

• • Defaming, bullying, insulting, stalking, threatening, or violating the rights of other persons, for example, privacy, and advertising;
  • Publishing, printing, posting, distributing, or spreading, or disseminating any inappropriate or unlawful topic, title, text, information or otherwise inappropriate;
  • Upload software or other intellectual property or publicity privacy material files unless you own or monitor their assets, or have obtained all required consents;
  • Download virus-containing files, infected data or similar applications or programs that can damage a computer’s operation;
  • To advertise or offer to sell or purchase any products or services for any business reason, except as expressly permitted by our communication service;
  • Execute or forward inquiries, contests, chain letters or pyramid schemes;
  • Uploading any file that you know or should be reasonably aware of posted by another communication service user, which cannot be legally distributed in that way;
  • Forge or delete any authorship, legal or other relevant notices or proprietary designations or software source or documents that are found in an uploaded file;
  • Limit or prevent the use of communication services by any other user;
  • breach any code of conduct or different rules that may relate to a specific communications service;
  • Gather or retain information about others without their permission, including e-mail addresses;
  •  Infringe any laws or regulations applicable.

EnhancedExchange has no obligation to monitor the communication services. However, EnhancedExchange reserves the right to review materials posted to a communication service and to remove any materials in its sole discretion. EnhancedExchange reserves the right to terminate your access to any or all the communication services at any time without notice for any reason whatsoever. EnhancedExchange reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in EnhancedExchange’s sole discretion. When providing any personally identifying information about your children or yourself in any communication service, always use caution. EnhancedExchange does not control or endorse the content, messages, or information found in any communication service.

Therefore, EnhancedExchange expressly disclaims any liability concerning the communication services and any actions resulting from your participation in any communication service. Managers and hosts or spokespersons, views do not necessarily reflect those of EnhancedExchange. Communication service materials uploaded may be subject to posted limitations on dissemination, usage, or reproduction. It is agreed that you are responsible for adhering to such limitations if you download the materials.

Materials Provided to EnhancedExchange or Posted at any EnhancedExchange Website:

EnhancedExchange does not claim ownership of the materials you provide to EnhancedExchange including feedback and suggestions or post, upload, input or submit to any EnhancedExchange website or its associated services (collectively “Submissions”). However, by uploading, inputting, providing, posting, or submitting your submission. You are granting EnhancedExchange and their affiliated companies, necessary sublicensees permission to use your submission in connection with their internet operation. Including, without limitation, the rights to copy, publicly display, publicly perform, distribute, transmit, reproduce, edit, translate, and reformat your submission; and to publish your name in connection with your submission. No compensation will be paid concerning the use of your submission, as provided herein.

EnhancedExchange is under no obligation to post or use any submission you may provide and may remove any submission at any time in EnhancedExchange’s sole discretion. By uploading, inputting, providing, posting, or submitting your submission, you are making specific representations that are relied upon. Indeed, you represent and warrant that you own or otherwise control all the rights to your submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the submissions.

License:

According to this agreement and the terms and conditions, EnhancedExchange grants you a non-exclusive, non-transferable, limited right to access, use, and display this website and the materials thereon. You agree not to attempt or interrupt the operation of the website in any way. You agree that by posting or submitting any content to us, that you grant EnhancedExchange a worldwide, non-exclusive, irrevocable, unrestricted, perpetual, fully paid-up, royalty-free, transferable license, with the right to sublicense. You further grant, agree, and so license the rights to modify, use, copy distribute sale, or incorporate, create derivative works from such User-Contributed Content (UCC), and granted the license, in any form, into other works. Including medium or technology, known now or hereafter developed, in each case, for any purpose whatsoever, commercial, or otherwise, without compensation to anyone and you agree to waive any moral rights that you may have to your user-contributed content.

Conduct:

You understand that when you submit any user-contributed content to us, that you have agreed to the following:

• • To be personally responsible for all user-contributed content and to communicate your opinions and comments respectfully and lawfully;
  • You agree that all user-contributed content submitted by you does not defame any individual or violate or infringe the intellectual property rights of any person; including any other proprietary rights without limitation, confidential information, trade secrets, patents, rights of publicity copyrights, trademarks;
  • You are not to submit any user-contributed content, which contains promotional advertising, materials or services or any solicitation of products without the prior written consent of EnhancedExchange;
  • You agree to send user-contributed content relating to the topic of the Site which conforms to applicable laws;
  • You agree to not falsely state or misrepresent your affiliation with any person or entity or to impersonate any person or entity;
  • You accept to not submit any user material that violates any local, state, national or international law, without limitation, or to engage in activity that would constitute a criminal offense or give rise to civil liability;
  • It is agreed that you are not to submit any user-contributed content, which may be considered harassing or abusive to all other individuals;
  • It is agreed that you are not to provide any user-contributed content containing obscene, indecent, nudity, language or other material that may be considered offensive or objectionable;
  • You agree not to collect, harvest, or store personally-identifying information concerning other users of the site or to disclose another person’s personally identifiable information that may invade anyone’s privacy in any of your user-contributed content;
  • You agree not to post, email, upload, otherwise transmit, or post links to any user-contributed content that contains trojan horses, software viruses, worms, time bombs, trap doors or any other computer code, files, or programs; or repeated requests to disrupt, disable, or limit the functionality of any computer program or hardware or telecoms device; or to diminish the quality of, interfere with the performance of, or impair the functionality of the Site or any third-party site, software, service or equipment;
  • It is agreed that you are not to engage in any activity that may compromise the stability or availability of the Site or use the Site to compromise the availability or security of any third-party service or site;
  • You agree not to hack, spam, block, disrupt, reverse engineer, attempt to alter or change the website;
  • You agree not to circumvent any payment collections methods employed or any security measures on the Site; or access the Site or submit user-contributed content after your account, access, privileges, or contribution has been terminated.

If one is experiencing or aware of any circumstances that appear to be a violation of these terms, please inform us by contacting us via email to info@enhancedexchange.com

Disclosure of Conflicts of Interest:

It is agreed that you will also abide by the following disclosure rules when you submit any user-contributed content to us:

• • It is agreed that you are not to disclose any conflict of interest, business, employment, ownership interest, or other financial relationship you have with any company named in all user-contributed content you submit without limitation;
  • You agree that at the time of writing, the existence of a long or short position, including stocks, options, or other instruments, does not exist, nor planned for three days.
  • It is agreed that you will not submit user-contributed content with the intent to decrease or increase a stock’s price and sell or purchase the stock because of such a decrease or increase;
  • You agree to disclose any intention to sell or buy a stock within three trading days of submitting user-contributed content that discusses that stock.

Responsibility for User-Contributed Content:

The views and comments expressed in a user-contributed content are those of the contributors only and do not necessarily represent EnhancedExchange views. We do not endorse and expressly disclaim all liability and responsibility for any user-contributed content. We do not pre-screen or monitor user-contributed content; therefore, we have no obligation. However, we reserve the right to edit user-contributed content, in whole or in part, at our sole discretion and to delete, monitor, or move without notice to you at any time. You agree that we also reserve the right to terminate your access to submit user-contributed content, without notice, for any reason whatsoever at any time.

Copyright Infringement Notices:

You agree that we respect the intellectual property rights of everyone, though it is our policy to respond to claims of infringement of intellectual property expeditiously. We will promptly investigate and process complete notices of infringement alleged. We will take the appropriate actions under the online copyright infringement liability limitation act of the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. You agree if we receive in the future, or are in receipt of notices of not complying with the DMCA, we shall act responsibly to rectify the matter. We will act swiftly to remove or disable access to any material claimed to be the subject of infringing activity and will respond quickly to remove or disable access to any link to an article, reference, or activity that is claimed to be infringing, and we will terminate access for repeat infringers. Please send us written notice at info@enhancedexchange.com with the following information, if you believe that your work has been copied in a way that constitutes copyright infringement:

• • An electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • A notification covers multiple copyrighted works at a single online site, a representative list of such works at that site; identification of the copyrighted work claimed to have been infringed,
  • Information reasonably enough to permit us to locate the material, (if a copy and source is not provided by you), identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled;
  • Information to contact you, such as an electronic mail address, or address, telephone number, at which you can or may be contacted at some point;
  • A declaration that you have a good faith belief that the copyright owner, its agent or the law is not permitted to use the materials in the manner complained about;
  • A claim that the information in the notice is correct under the discrimination provision that, on behalf of the proprietor of an exclusive right alleged to be violated, the requesting party is and can be allowed to act.

Website Limitation & Liability:

In no event shall EnhancedExchange be liable for any indirect, direct, punitive, special, consequential, or incidental damages. Including, without limitation, contract, revenue, data, damages for loss, of business, information, or business interruption resulting from, arising out of or in connection with the use of, or inability to use this website or the content or out of or in connection with this agreement. In no event shall EnhancedExchange be liable even if we have been advised of such possibility or damages. Therefore, in addition to the terms set forth herein, EnhancedExchange in no event shall be liable for any errors, inaccuracies, omissions, or other defects or un-timeliness or un-authenticity of any information contained in this website.

Restriction on Use of Materials:

No material from this website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the material on any single computer and produce one printed copy. The copy is only for your personal and non-commercial use, provided that you keep intact all copyright and other proprietary notices, and you may not copy the material to another website. All trademarks logos and names appearing on this website are either owned by EnhancedExchange or one or more of its affiliated companies, or by a third-party, which has granted EnhancedExchange a right to use them on this website. The misuse or use of these names, logos, and trademarks or any other content on this website, except as provided in these terms and conditions, is prohibited. Nothing contained herein shall be construed as granting the right to use any names, logos, and trademarks displayed on this website without the written permission of the owner of the name, logo, or trademark.

Security:

You agree not to use any device or software capable of interfering with the operation of this website. Take any action, which imposes a disproportionately large or unreasonable load upon the infrastructure of this website, such as sending mass emails “spamming.” (c) Interfere or tamper with the software of this website or the functionality thereof. Consequently, this includes putting material on this website, which is infected with viruses, Trojan horses, time bombs, or other elements that may damage or interfere with the programming structure of this website.

Third-Party Rights:

You agree that except as expressly provided for, a third–party who is not a party to this agreement may not enforce any of its terms.

Unsolicited Idea Submission Policy:

EnhancedExchange or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any samples, demos, creative artwork, or other works. It must be noted that the sole purpose of this policy is to avoid potential misunderstandings or disputes when EnhancedExchange products or marketing strategies might seem similar to ideas submitted to EnhancedExchange. So, please do not send us your unsolicited ideas or anyone at EnhancedExchange. You agree that if, despite our request that you do not send us your ideas or materials, you still send them. Please understand that EnhancedExchange makes no assurances that your ideas and materials will be treated as confidential or proprietary.

User Accounts:

Please understand that you might be required to open an account to be able to access certain restricted parts of this website. In such an event, you must complete the registration process by providing us with accurate and complete information, as stated in the applicable registration form. You will also be required to choose a password and a user name. You agree to be entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are also solely responsible for all activities that occur under said account. You agree to notify EnhancedExchange immediately of any unauthorized use of your account or any other breach of security. EnhancedExchange will not be liable for any loss that you may incur as a result of someone else using your password or account.

Jurisdiction Statement:

This website is controlled, operated, and administered by EnhancedExchange. EnhancedExchange makes no representation that materials at this website are appropriate or available for use in all geographic locations, and access to them from territories where their contents are illegal is prohibited. You agree to be responsible for compliance with all local laws. The parties agree that dispute concerning interpretation, formation, or execution of a contract, an attempt will be made to reach an amicable solution. Should they not succeed in doing so, the dispute shall be submitted to the exclusive competence of the Courts of France. Exclusive of any rules concerning conflicts of laws and be finally settled under the Rules of Arbitration (RoA) of the International Chamber of Commerce (ICC) by one or more arbitrators appointed per the said rules.

The laws of France shall govern these general terms and conditions, without giving effect to its conflict of law’s provisions. The Court of Paris, France, shall have exclusive jurisdiction in the first instance on any dispute arising from this agreement. You consent to allow the competence of the courts of France to assess any conflict irrevocably and unconditionally.

Termination & Access Restriction:

EnhancedExchange reserves the right, in its sole discretion, to terminate your access to EnhancedExchange website and the related services or any portion thereof at any time, without notice. Use of EnhancedExchange website is unauthorized in any area that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. Your termination of access to any Service can be the product of a violation of our Terms, or of a cause that is decided in our absolute discretion. You accept that if we terminate your account for any cause, you will not attempt to establish a new account under any other name, a real or assumed name. You agree that no partnership, employment, joint venture, or agency relationship exists between you and EnhancedExchange as a result of this agreement or use of EnhancedExchange website. EnhancedExchange’s performance of this agreement is subject to existing laws and legal process.

It is agreed that nothing contained in this agreement is in derogation of EnhancedExchange’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of EnhancedExchange website or information provided to or gathered by EnhancedExchange concerning such use. If any clause of this agreement in whole or in part is considered by a competent court to be invalid or unenforceable according to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, the following shall apply. That invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the unenforceable provision. The enforceable provision shall, therefore, be enforced to the maximum extent permissible to affect the purpose of the agreement as the remainder of the agreement shall continue in full force and effect.

That holding provision will not affect the legality, enforceability, or validity of the remaining provisions of these general terms and conditions, nor the use of this website. Unless otherwise specified herein, concerning your use of the website, this agreement constitutes the entire agreement between the user and EnhancedExchange. Therefore, any cause of action you may have concerning your use of this website must be commenced within one (1) year after the claim or cause of action arises. This agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, concerning the website between the user and EnhancedExchange. You agree that any notice given in electronic form or a printed version of this agreement shall be admissible in judicial or administrative proceedings based upon or relating to this agreement. Though to the same conditions and subject to the same extent as other business records and documents initially maintained and generated in printed form.

The parties specifically intend to draw up this agreement and all relevant documents exclusively in the English language. However, all documents can be translated into other languages. Still, in the event of any inconsistency or ambiguity as to the meaning of any word or phrase in any such translation, the English text shall prevail.

Contact us:

Under applicable data privacy legislation and concerning the processing of personal information, the controller of your personal data, or if you have questions about our privacy practices, you may contact us at info@enhancedexchange.com.

PRIVACY POLICY

Effective date: May 20th, 2020

This privacy policy, along with all our terms of service (ToS), applies to all users of EnhancedExchange digital platforms. Including this website, embeddable content that we may make available for use on other people’s websites or digital platforms applies, and our apps (collectively, EnhancedExchange Platform), other than third party content, as discussed in links to third party sites and services. EnhancedExchange respects the privacy of every individual who visits our website or sends us an e-mail. Therefore, we comply with the applicable data privacy legislation regarding the processing of personal data. This privacy statement defines the use and security of personal data through EnhancedExchange. In addition to our web terms, this privacy statement is the entire contract between you and EnhancedExchange concerning the publicly available sections of our website. You agree to be subject to the privacy notice, where appropriate in compliance with applicable law by using our website.

We may alter, transform, add, or remove at any time parts of this privacy statement. These improvements do not reduce your privacy or privileges and instead strengthen the privacy statement and protection of EnhancedExchange. As noted below, you are entitled to request access to all EnhancedExchange information about you at any time. You always have the right to seek to be forgotten and have all details deleted from EnhancedExchange database. We highly suggest that you check this privacy policy and web terms and conditions from time to time to ensure you know the latest edition. The references in this privacy notice are representations that are not exclusive.

Personal Data:

You may provide us with personal information about you and your interests through our website or other means. Your name, mailing address, e-mail address, policy interests, and regional interests can include, but not be limited to, this information. We store and use this information for domestic purposes if you choose to share your personal information with us via our website or via e-mail. Our policy is to check the data quality, as per industry-standardized procedures, to ensure that our information is up to date. Communications remain essential, as we keep you aware of other activities of the same character, we also store data you volunteer during EnhancedExchange events. However, when you no longer want us to use your personal data, for this reason, you can contact us at any time.

Transfer of the Personal Data to Other EnhancedExchange Offices:

Data coordination is for the purposes as mentioned above, as your personal data can be transmitted to other EnhancedExchange offices, whether located within the European Union or elsewhere. Offices are including the United States.

Private Data Exchange with other Organizations:

EnhancedExchange will share your information with members of our group, including any successors of EnhancedExchange. We will not share your details outside our group. We reduce duplicity, as we keep people from being invited to the same co-sponsored event many times. EnhancedExchange reserves the right to share your first name, last name, and employer with partner organizations for de-duplicating the final invitation list. Except as described in this privacy statement, data is kept secure. We do not share your telephone number, email address, or other contact details except as defined in this privacy statement. EnhancedExchange will not share your information with any third party unless we have your explicit consent. EnhancedExchange will not sell, rent, loan, trade, or lease any personal information collected online or offline.

Security:

EnhancedExchange uses secure data networks that are protected by firewall and password protection systems that are consistent with industry standards. EnhancedExchange’s security and privacy policies of EnhancedExchange shall be updated periodically as needed. The data generated by the contacts of EnhancedExchange are open to approved persons only. If a violation of your personal information occurs, EnhancedExchange will take effective action within (72) seventy-two hours to find the infringement.

Cookies:

Except as defined in this privacy statement, you can visit our website anonymously, and we shall not collect visitor identification data. EnhancedExchange may use “cookie” technology to obtain non-personal information from online visitors to its website. A “cookie” is a small text code sent to your web browser from a web server and stored on your computer’s hard drive. It will let us know when and how often you visit our website to manage and follow up on general website information. Cookies do not recognize the individual user, only the device used. Indeed, cookies and other similar technology make it easier for you to use the website during future visits. Cookies only record which the machine in question has visited areas of the site, and for how long. This data helps EnhancedExchange to consider how our site is used and to prepare the potential growth of the website. When we authorize the use of a cookie, we do not access the rest of your machine and, after leaving our site, we do not use cookies to track your online behavior.

Cookies are read-only by the server that placed them and are unable to execute any code or virus. EnhancedExchange may use “cookies” as a means of compiling information detailing the usage of our website. These findings help us understand our customer’s needs so that we may improve your browsing experience at EnhancedExchange. Even though most web browsers accept “cookies,” most browsers also give you the option to reject “cookies.” If you set to your browser to refuse cookies, please note that you will still be able to visit our website, but your browsing experience may be somewhat affected. Any correspondence or information you may post or distribute via the Internet or the World Wide Web (WWW) to EnhancedExchange is not confidential or proprietary. By publishing or transmitting information to this website, you agree that EnhancedExchange or any of its affiliates may use such communication or material for any purpose, including reproduction, transmission, publication, broadcast, and posting.

Communications are for your convenience; however, this website may contain links to other websites, including some websites administered by EnhancedExchange, or administered by other companies on behalf of EnhancedExchange, as well as to sites unrelated to EnhancedExchange. The preceding statement does not apply to these linked websites. Each website should be checked for its own privacy statement. EnhancedExchange is not responsible for the privacy practices or the content of linked websites that are not administered by or on behalf of EnhancedExchange. A link on this website to any other website not administered by or on behalf of EnhancedExchange does not carry any implication. It does not imply that EnhancedExchange agrees with or endorses the information, data, or representations contained therein. Neither does it imply that EnhancedExchange sponsors endorse, or is affiliated with or otherwise connected with such a website, or with the company’s that operate it.

Nor does it imply that EnhancedExchange has authorized the linked website to use any names, logos, and trademarks or copyrighted material of EnhancedExchange or its affiliates. EnhancedExchange always reserves the right to disclose any information as EnhancedExchange deems necessary to satisfy any applicable law, regulation, legal process, or governmental request. EnhancedExchange reserves the right to edit, refuse to post or to remove any information or materials, in whole or in part, in EnhancedExchange’s sole discretion.

Log Files:

Like most standard Web site servers, EnhancedExchange uses log files. EnhancedExchange collects and stores only the following information about you: the name of the domain from which you access the Internet, for example, yahoo.com, if you are connecting from a yahoo account. Also, the date and time you access the site, and the Internet address of the website from which you linked to EnhancedExchange site. EnhancedExchange uses this information to measure the number of visitors to the different sections of the site and to make the site more useful to visitors. Upon request, EnhancedExchange is required by law to disclose this and other information records to you.

Links:

All links to this website must be approved in writing by EnhancedExchange. The only exception is in the case that EnhancedExchange consents to links in which: (1) the link is a text-only link containing only the name “EnhancedExchange.” It does not contain any “EnhancedExchange” or its licensor’s proprietary trademarks. (2) the link “points” only to www. EnhancedExchange.com and not to more in-depth pages; (3) the link, when activated by a user, displays that page full-screen in a fully operable and navigable browser window and not within a “frame” on the linked website. Further, be it known that (4) the appearance, position, and other aspects of the link may neither create the false impression that an entity or its activities or products are associated with or sponsored by EnhancedExchange. Nor is the trust related to EnhancedExchange name, affiliates, or its trademarks be weakened or diminished. EnhancedExchange reserves the right to revoke this consent to link at any time in its sole discretion.

EnhancedExchange does not undertake to monitor or review third party website content, nor is EnhancedExchange responsible for the accuracy or reliability of any such third-party websites. Furthermore, EnhancedExchange may provide on this website links to websites operated by other entities. If you use these websites, you will leave this website. If you visit any linked website, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. EnhancedExchange makes no warranty or representation regarding any linked websites or the information appearing thereon or any of the products or services described thereon. Links do not imply that EnhancedExchange or this website sponsor, references shall not indicate the endorsement, association or related usage. Or legal license to use any mark, trade name, logo, or copyright symbol displayed by EnhancedExchange or this website sponsor. In or accessible through the links, or that any linked website is authorized to use any trademark, trade name, logo, or copyright symbol of EnhancedExchange or any of its affiliates or subsidiaries.

Throughout our web pages, inevitably, we may provide links to third-party servers and websites, which may contain information of interest to you. We take nor have any liability or responsibility for and exercise no control over the views, organizations, or quality of the information within third-party servers or sites, and we do not exercise any power over them. We urge you to review their privacy policies. There may be links on this website that may let you leave EnhancedExchange’s website. EnhancedExchange has no responsibility for the contents of any linked site or linked websites or for any modifications or improvements to their pages as we are not responsible for the content or improvements to such pages. EnhancedExchange is not responsible for any webcasting or any other form of transmission received from any linked site. EnhancedExchange is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by EnhancedExchange of the site.

EnhancedExchange is not responsible for webcasting or any other form of transmission received from any linked site. EnhancedExchange is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by EnhancedExchange of the site or any association with its operators.

Legal Disclaimer:

Any content or services that we provide are “as is” without any warranties or representations of any kind, either implied or express. EnhancedExchange, its owners, administrators, leaders, staff, associates, and agents, disclaim all warranty, explicit or implied, to the fullest extent allowed by applicable law. Included are but not limited to, preliminary, non-in fragrance, commercialization, and health assurances for a particular reason or requirement. The reasoning is proprietary and subject to change without notices, as there may be little assurance that the information found within those services is correct or complete. Your use of the facilities or data is at your own risk. No warranty shall be given, no opinion, no advice, or any other statement within those services. Neither EnhancedExchange or its officers, administrators, representatives, staff, associates, and agents shall be responsible, contingent, or otherwise, to you or third parties, for the failure or interruption of your access to the services.

We are not responsible for the correctness, consistency, accuracy, timeliness, reliability, efficiency, continuous availability, completeness, or delays in the services; we will not be liable, dependent, or otherwise, towards you or third parties. No delay or malfunction or other fault or harm, where it was caused by actions of nature, power, or causes beyond our control, shall we be held responsible in any circumstances. We shall not bear the blame for neglect, harmful acts, omission, failure nor obsolescence or equipment, internet or electrical power failure, third-party illegal actions, rebellion, floods, earthquakes, crash, attack, lock-up, without limitation. This listing includes but is not limited to labor disruption, delays for airlines, shortages of fuel, electricity, materials, and equipment, execution of legislation, laws, rules, and regulations of any courts or government. Including in this listing is the acts of and or the failure of any third-party or any other cause outside our control, which we are not responsible for.

We take industry-standard measures and other efforts to preserve user privacy. However, EnhancedExchange may need to disclose personal information, including personally identifiable information, when required by law. Though be it known, measures and preservation of user privacy apply to the extent allowable, even considerations apply, when we have a good-faith belief that such action is necessary to comply with a current judicial proceeding, a court order, or legal process. Another is, or regarding a verified request relating to a criminal investigation or alleged illegal activity. The content on this website is accessible freely and without express or implied warranties of any sort. Therefore, to the fullest extent permissible according to applicable law, EnhancedExchange disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. EnhancedExchange does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this website or the server that makes it available are free of viruses or other harmful components.

EnhancedExchange does not warrant or make any representations regarding the use or the results of the use of the materials in this website in terms of their correctness, accuracy, reliability, or otherwise. You and not EnhancedExchange assume the entire cost of all necessary servicing, repair, or correction. Neither EnhancedExchange nor any of its affiliates shall be liable for any direct, indirect, incidental, consequential, or punitive damages arising out of or in any way connected with accessing or using any content on this website or any content on any site or sites linked to this website. EnhancedExchange reserves the right to make changes to this website and to the representations included as part of the website at any time without notice. EnhancedExchange or its respective suppliers may make improvements or changes in the product(s) or the program(s) described herein at any time. The products, information, and services included in or available through EnhancedExchange website may contain indications and typographical errors through the website.

Therefore, changes to the information herein are made regularly. EnhancedExchange or its suppliers may make improvements or changes in EnhancedExchange website at any time. Advice received via EnhancedExchange website should not be relied upon for personal, medical, legal, or financial decisions, and you should consult a professional for specific advice tailored to your situation. EnhancedExchange or its suppliers make no representations about the suitability, reliability, availability, timeless, and accuracy of the information, products, services, and related graphics contained on EnhancedExchange website for any purpose. However, to the maximum extent permitted by applicable law, all such products, information, services, and related graphics are provided “as is” without warranty or condition of any kind. EnhancedExchange or its suppliers hereby refuse all warranties and conditions. Our publication material is based upon information that we consider reliable and current, we have not verified this information, and we do not represent that this material is complete, correct, or current though should not be relied upon.

The expressed opinions in such publications are those of the publisher and may not represent our opinions though are subject to change without notice, as the information in such publications may become outdated, and we have no obligation to update them. Therefore, the documents and related graphics published on this website, including technical inaccuracies or typographical errors, all remain subject to our correction, improvement, and omission. All implies warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement remain subject to our changes at any time for any reason. Inherent connectivity issues with the delay or inability to use EnhancedExchange website or related services are not our liability, nor do we accept any. Duplicate communications and logistics avenues are reasonable and prudent per industry level standards of care to include the best available technology. The provision of failure to provide services for any information, products, or related graphics obtained through EnhancedExchange website is not a liability of EnhancedExchange. Nor does liability exist, nor does liability attributable to the use of the website, nor, or arising out of the use of EnhancedExchange website. Liability does not exist, nor accrue to EnhancedExchange by acts of its own, nor of actions of others, whether based on contract, tort negligence, strict liability or otherwise, even if EnhancedExchange or any of its suppliers has been advised of the possibility of damages.

Opt-Out or Change Your Contact Information:

When you receive e-mails from EnhancedExchange, you can opt-out of receiving future communications. You may choose to receive only specific notifications or none at all. You also may update your previously provided contact information to us via the online form. When you unsubscribe from future e-mails, your e-mail address will be kept on file by EnhancedExchange to ensure we no longer send you e-mails. Though we may only contact you according to your specified preferences. We will not sell, share, or trade your personal information with any entity that is not part of our organization nor send donor listings on behalf of other organizations. All information shall be kept confidential unless given consent to otherwise.

Access to Information, Data Rectification, & Erasure:

You may, at any time, modify, correct, or remove your data in our database. You can request this by contacting EnhancedExchange by e-mail or in writing at the address mentioned below. Upon request, EnhancedExchange will delete all the information stored about you within (30) thirty days of the request.

How You Can Access & Update Your Information:

We attach importance to the accuracy of your records. You can click on the link at the bottom of the ‘Manage My Subscriptions‘ e-mail, and an email is sent out to the email we are using to update your records. An e-mail from EnhancedExchange is sent to the e-mail we have in your account. Please e-mail us at info@enhancedexchange.com if you need to change something else. You are also entitled to obtain a copy of EnhancedExchange’s information about you.

Legal Basis for Processing:

Where applicable compliance applies by the European Union (EU) General Data Protection (GDP) with European Parliament and Council Regulation 2016/679 on Privacy and Freedom of Movement for Natural Persons (“GDPR”). Which is a requirement of compliance by EU General Data Protection. Your personal information is only stored and collected, where we have a legal basis. For example, consent where you have consented to this agreement, a contract where processing is required to enter or enforce a contract with you, and “legitimate interests” are examples of a legal basis. We will ask for your permission if we process your personal data. You may, at any point, revoke your consent, but the proper treatment of your personal data before such retraction will not be affected. If we rely on the contract, we ask you to agree to process personal data that is needed for your commitment to be concluded or executed. If your personal details are not supplied, we will notify you if it is mandatory to provide your personal data and what implications it may have. Your personal information may be handled for our legitimate purposes, provided that such processing does not overshadow your rights and liberties.

You can object the processing of your personal information based on our legitimate interests:

• • Send marketing materials about our programs;
  • To protect you, us, others from data security threats or to;
  • Compliance with laws applicable to us; and
  • Allow internal administrative processes, for example, account management.

Where and how you can Unsubscribe from e-mails:

You can withdraw your consent if you want to stop receiving EnhancedExchange e-mails. Any withdrawal of consent shall not impair, the lawfulness of your personal data processing. By clicking on the unsubscribe connection at the bottom of any file, you can delete or revoke your consent to e-mails. At info@enhancedexchange.com, you are also entitled to request a copy of the information you gave to EnhancedExchange.

Service Providers Working on Our Behalf:

We will forward your data to our third-party service provider when you receive e-mails from us. However, only personal information that is required to deliver the service is revealed when we use third-party service providers. We have a contract that does not allow them to use your data for their direct marketing purposes and must keep your information confidential. Be assured that, for third-party service own direct marketing purposes, we will not transmit your data outside the EnhancedExchange network. Unless you or a court order requires us to do so.

E-letters:

With your email address, you can subscribe to our e-letters that provide you with the latest news about our products and services if you consent to receive such e-letters.

E-mail Tracking:

When you receive an e-mail from EnhancedExchange, we may collect information about you by e-mail from EnhancedExchange to include invitations to events, newsletters, or other communications, if you open or click on links in that e-mails file:

• • Opening e-mails: when you open our e-mail, we log that activity on our database;
  • Clicking on the link open in a Web Page: if you click the “Open as a Web Page” button, a tracking code will be passed in the file, to customize the Web page just like the email;
  • Clicking on links to web pages: If in the e-mail you click any of the web links, the tracking code we use is passed to the web page to record the activity;
  • Unsubscribing: If you unsubscribe from receipt of an e-mail, we log this data in our database. In order to document your choice and to no longer send you unwanted e-mails, and we will continue to retain your personal data on a “deletion list;
  • RSVPs for Events: RSVPs for events: We provide buttons for acceptance, rejection, and cancelation of registration for our event invitation and confirmation. Clicking on these buttons will send a code to help us handle the choice so that we can record your selection in our database.

E-mail monitoring for cookies is not used. The tracking of e-mails from your personal EnhancedExchange accounts does not adhere to the above control. You can unsubscribe from EnhancedExchange e-mails or request that we deleted your records by emailing us at info@enhancedexchange.com to opt-out of e-mail tracking.

Retention Period:

We keep the information we receive from you when we are asked to do so by all authorities. We will also maintain your data to fulfill our legal obligations, to settle conflicts, and to enforce our agreements as appropriate. We shall remove your personal information from our systems if we no longer need to process your personal data for the purposes stated in this Policy.

Right to Complain:

You have the right to complain to the data protection authority about our collection and use of your personal data if you are within the European Economic Area (EEA). Contact your local data protection agency for additional details. Contact details are available at HTTP:/ec.europa.eu/justice/Article-29/structure/data protection-authority for data protection authorities in the European Union.

Automated Decision-Making:

The automated decision-making is not being used. Automatic decisions, as specified by current legislation on data protection, shall be specified as decisions relating to people based solely on automatic processing of information (i.e., no human involvement) and that produce legal consequences or have a significant impact on the person concerned.

Contact us:

Under applicable data privacy legislation and concerning the processing of personal information, the controller of your personal data, or if you have questions about our privacy practices, you may contact us at info@enhancedexchange.com.

GENERAL TERMS & CONDITIONS of SALES

Definitions:

Unless otherwise agreed in writing, all sales, resulting in a contractual relationship(s) between EnhancedExchange, any affiliated companies of EnhancedExchange, or agents of EnhancedExchange are so governed by these definitions. These definitions do so extend out to any person offering the services shall be governed by these general terms and conditions of sales. EnhancedExchange means the group, which includes association and companies, associations, and consortia wherein EnhancedExchange directly or indirectly holds shares, has prevailed influence, appoints administration or management bodies, or any member of EnhancedExchange. The agreement means these general terms and conditions of sales, as well as applicable purchase orders and specifications. Customer means any legal organization or person requesting services. Intermediary means a legal person or entity offering services.

The Intermediary may be any affiliated person, companies, or any agents of EnhancedExchange. Specific terms (ST) means contractual terms that supplement these general terms and conditions of sales relating to the chosen standard(s). Law means France and local government legislation, including regulations, bylaws, orders, awards, proclamations, and equity. Authority requirements and consents, certificates, licenses, permits, and approvals (including conditions concerning those consents, certificates, licenses, permits, and approvals); and Guidelines of Authorities (GoA) are those with which the C contractor is legally required to comply. Price refers to those in the pricing within the purchase. Sales order means the order you have in possession, as received from EnhancedExchange. Service deliverables and specifications mean all service deliverables or specifications provided to you concerning the goods or services.

You do mean the supplier of the products and services named in the purchase order, and any assignable, sub-contractor, or delegate you agreed by with EnhancedExchange. EnhancedExchange reserves the right to change these terms of services (ToS) at any time, and such changes shall be binding once posted on our website www.enhancedexchange.com. Therefore, we recommend that you should access this section regularly to be updated on our most recent updated version of these general terms and conditions of sale.

Framework:

The agreement governing the relationship between the parties is made up of these general terms (GT) and the specific terms (ST) and referred to as an offer until signed. This agreement will prevail over any other document and shall come into effect on the last date of both parties’ endorsement. The customer agrees that the following general terms and conditions of sales are in the place of all other warranties, express or implied, oral, or written. EnhancedExchange warrants only that it has products covered hereby, and the said products conform to the manufacturer’s published specifications for the same in effect on the date of sale. EnhancedExchange makes no other warranty of any sort whatsoever, express, or implied with all other warranties, including without limitation. EnhancedExchange implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third-party intellectual property rights are hereby disclaimed.

They are excluded from these general terms and conditions of sales. EnhancedExchange is neither a guarantor nor an insurer and disclaims all such capacity. Customers seeking a guarantee against damages or loss should obtain appropriate insurance. EnhancedExchange’s total liability in the event of its breach of the foregoing warranty shall be limited to, at EnhancedExchange option, either:

• • The replacement, within a reasonable period, of the nonconforming product at no additional charge to the customer of the product. (2) Refund of the purchase cost paid by the customer for the non-conforming products. EnhancedExchange shall in no event be liable to the customer for special or consequential damages, nor shall EnhancedExchange be liable for claims by third parties. The customer must establish all claims for a nonconforming product, breach of warranty, or any claim of any nature whatsoever concerning the products or service sold, in writing, and then received within (30) thirty days, no exceptions. After the customer’s receipt of the products or service and customer irrevocably waives and releases all claims which are not appropriately made within the said period, then all claims rights expire that day. All non-conforming products must be returned to EnhancedExchange, at EnhancedExchange direction, disposed of by the customer in a manner mutually acceptable to the customer, and EnhancedExchange with all costs of such disposition to be paid by the customer.

No statement or representation is unless contained herein, regardless of by whom it was made, shall have any force or effect unless made in writing and duly signed by EnhancedExchange. The customer acknowledges that suitability for its use is pre-determined before purchasing or using any products, services, or equipment, either alone or in combination with other products, services, or equipment. The customer should determine their suitability for their intended use; therefore, the customer accepts all risk and liability whatsoever in connection with such use or a subsequent sale.

Title & Risk:

It is understood and agreed that for all products purchased, which is subject to a shipment contract via carrier, risk of loss and title for such product passes to the customer upon EnhancedExchange delivery of the product to the customer’s carrier. For all other products, the risk of loss and title passes to the customer upon delivery to the customer’s facility.

Credit General Terms & Conditions:

For certain products and services, it is understood, accepted, and agreed that EnhancedExchange may state different credit terms on a Price List (PL) or other EnhancedExchange publication issued to the customer. In addition, EnhancedExchange and the customer may agree in writing to specific credit terms; and that, if no such other credit terms are so stated or agreed upon in writing, in advance as dated on the PL, publication issuance, or credit terms of the invoice or agreement, then the following terms shall apply:

• • Accounts payable on the date due set out on the invoice or contract;
  • Monthly account statements are issued;
  • Interest charges shall be applied to invoices not paid by the “due date” indicated on the invoice.

Cost of Borrowing:

The parties agree that if the customer fails to pay the invoice within (14) fourteen days from receipt of the invoice, EnhancedExchange will be entitled to charge interest at a rate of (5 %) five-percent over the base interest rate of the European Central Bank per annum on arrears. EnhancedExchange expressly reserves the right to claim more significant damages for late payment will incur an interest charge at (1.5%) one and a half percent, minimum per month, or fraction thereof. The customer agrees that the penalty is calculated on the amount of the delayed payment for the period of the delay, inclusive of the date when payment is received, without any prior notice being necessary. Payments received from the customer will be applied against outstanding interest charges first, followed by the oldest invoiced principal amount.

Payment & Purchase:

Changes in the market price of a product or services shall not release the customer from its obligations to pay the entire amount owing for the product or services, as described on the invoices. In all cases and without any statements or undertakings made by the EnhancedExchange, the receipt in arrears or partial payment of the purchase price shall not be accepted as a representation or assurances made. Though cannot be deemed a waiver of EnhancedExchange right to demand payment in full or a waiver of any right or remedy that EnhancedExchange may have on any future occasion. In the case of payment delay, EnhancedExchange is entitled to charge the customer a penalty for late payment, at statutory rates on all overdue balances to the fullest extent permitted by the law. Therefore, EnhancedExchange retains and has the rights of and can apply set-off and apply any amount owed EnhancedExchange by the customer under any agreement or arrangement against any amount that is owed to the customer. Notwithstanding any endorsement or statement on any payment or any letter accompanying any payments, EnhancedExchange may without prejudice to its right, accept any balance due, partialy.

Amendments:

The customer agrees that none of these general terms and conditions of sales may be added to, modified, superseded, or otherwise altered except with the written consent of EnhancedExchange.

Acceptance:

Customer’s receipt of the product and the associated invoice shall constitute an acceptance by the customer of all these general terms and conditions of sales set forth herein.

Governing Law, Jurisdiction & Settlement of Dispute Resolution:

The customer agrees that, except as set forth below, these general terms and conditions of an order set forth the entire understanding between EnhancedExchange and supplier; thus, supersede all other prior agreements concerning the subject matter. Any inconsistent terms used or contained in the supplier’s documents do not govern any transaction. The sales and purchase agreement overrides expressly the pre-printed of these general terms and conditions in this statement. These general terms and conditions govern the sale. It must be noted that these general terms and conditions in this statement may not be changed or waived except with the written approval of EnhancedExchange.

The parties agree that a dispute concerning the interpretation, the formation, or the execution of the contract, the Parties agree to attempt to reach an amicable solution. Should they not succeed in doing so, the dispute shall be submitted to the exclusive competence of the Courts of France. Exclusive of any rules concerning legislation on conflict shall be decided by one or more arbitrators named by the Rules of Arbitration of the International Chamber of Commerce. The arbitration shall be held in English in Paris, and the laws of France shall govern these general terms and conditions of purchase. Such general purchasing terms does not affect the rules of its conflict of law. Though shall be regulated by France’s laws. In the case of any conflict arising from this agreement and the Court of Paris, shall have exclusive competence in the first instance. You consent to allow the competence of the courts of France to assess any conflict irrevocably and unconditionally.

Limitation of Sale Liability:

All attempts have been made to ensure that the product lists are correct, but occasionally, errors may occur. Any information which we do supply, we will provide to the best of our ability. Still, we do not warrant the possibility of human error and machine errors and cannot accept any responsibility for any errors or omissions or the results obtained. Any claim by the customer (i) that any products or services do not conform to the agreed-specifications or (ii) made otherwise concerning the products or services. The customer understands that any claims must be made promptly and will be deemed to be waived unless received by EnhancedExchange in writing within (30) thirty days after the delivery of the products or services. Customer’s exclusive remedy and EnhancedExchange’s sole liability for delivery of nonconforming products or services or breach of warranty are expressly limited to, at EnhancedExchange option. Limitation remedies are (i) replacement of the nonconforming services or products (ii) refund of the purchase price to the extent already paid.

All non-conforming products must be returned to EnhancedExchange or, at EnhancedExchange direction, disposed of by the customer in a manner acceptable to the customer and EnhancedExchange. In no event will EnhancedExchange be liable to the customer, or any third party, for any indirect, consequential, incidental, special, punitive, or exemplary damages of whatsoever nature.

Price Increase, Changes & Cancellations:

The pricing, quantities, and delivery schedules are for standard products plus services and are an indication and are not guaranteed; though, they are subject to change without prior notice due to market dynamics and unforeseen economic circumstances. Therefore, for the avoidance of doubt, EnhancedExchange corporate purchase order (CPO), letter of intent (LOI), and full corporate offer’s (FCO’s) are confidential, non-binding offers on a strictly need-to-know basis. Furthermore, the non-binding offers do not reflect any form of a commitment, acceptance, agreement, or promise of any consideration and may be used only for guidance. No binding obligation is intended on the part of EnhancedExchange and shall not be regarded as established with EnhancedExchange or any of its affiliates, to engage in any transaction or to continue EnhancedExchange consideration of any such transaction.

The customer understands the non-binding offers, are not a commitment nor a contract, further that such content is at best guidance and no more, inclusive of any content advance in freight rates, fuel, energy and transportation surcharges, taxes, duties. Or other assessments or fees on these general terms and conditions of sales. The production, processing, sale, delivery, storage, shipment, transportation, logistical constraints are non-binding. All change in an order will be subject to additional charges at EnhancedExchange option.

Orders:

The receipt of a confirmation order from us does not signify our approval or confirmation to sell. We reserve the right to approve, reject, or cancel your order in whole or in part for any reason at any time. We may also require further verifications or details. Your order shall not be approved until shipping has been confirmed. Indeed, if you need a firm delivery schedule, please contact your sales representative to discuss a supply agreement.

Risk of Loss & Transfer of Title:

Except as otherwise explicitly stated in these general terms and conditions of sales, the customer will assume title to the products at the same time; the customer assumes the risk of loss per the applicable INCO/Delivery Term outlined in these general terms and conditions of sales.

Failure to Take Timely Delivery:

If the customer cannot take timely delivery of the goods or services, EnhancedExchange may, in addition to its other remedies, (i) extend the delivery period or (ii) assess customer carrying charges, demurrage, detention, and additional charges or penalties.

Financial Condition:

If the customer fails to make timely payment of any obligations or if EnhancedExchange determines that there are reasonable grounds for insecurity concerning the customer’s performance, the terms may change. EnhancedExchange may require immediate payment of all sums owed by the customer, or adequate demand assurance of due performance acceptable to it, at its discretion. EnhancedExchange may, in addition to its other rights or remedies, treat customer’s failure to make payment immediately or provide an adequate guarantee of performance will be a total breach of these general terms and conditions of sales.

Right to Offset:

Without limiting EnhancedExchange other rights and remedies, EnhancedExchange has the right to set-off or net its obligations under these general terms and conditions of sales against any debts, claims or obligations owed by the customer to EnhancedExchange.

Weights & Analysis:

Unless otherwise stated in these general terms and conditions of sales, EnhancedExchange weight, analysis, and condition, at the origin, will govern.

Destination Control Clause:

If the intellectual property or products, services, subject to these general terms and conditions of sales, are intended to be exported or re-exported, must be done per the rules and regulations of the U.S. Export Administration Regulations. Diversion, contrary to U.S. Export Administration Regulations law, is prohibited. The intellectual property or products, services may not be disposed of, resold to, or transported on or by a carrier owned, leased, flagged, or chartered by, any person, country, or entity which would cause a violation(s) of sanctions laws. Property, products, services disposal, nor movement is to occur against the interests of EnhancedExchange to violate or be penalized by the United States or other applicable economic sanctions laws. Additional information is available from EnhancedExchange upon your request. Continuous compliance of all sanctions laws is always incumbent upon the customer.

Assignment:

The customer may not assign any of its rights or obligations hereunder without EnhancedExchange prior written consent. Indeed, these general terms and conditions of sales will be binding upon and inure to the benefit of the parties and their permitted assigns, administrators, executors, successors, and heirs.

Bulk & Tank Full Returns:

If the customer rejects all or any portion of the materials that comply with the specifications (including but not limited to rejection due to the customer’s bulk tank is full at the time of delivery of the material) customer will be liable for costs as follows. (i) Including handling costs in the amount of (25%) twenty-five percent of the price of the returned material, (ii) actual freight charged by EnhancedExchange carrier for the return of the material. EnhancedExchange reserves the right to reduce the quantity of material ordered by the customer on future purchase orders for recurring incidents.

General Order Terms & Conditions:

Include these general terms and conditions of sales on the face of the customer’s purchase order, which does thereby set forth the entire understanding between EnhancedExchange and customer and does supersede any prior understanding. Further, this applies as follows: (i) All other previous writings or discussions between EnhancedExchange and the customer concerning the subject matter of this order (except where the parties have expressly agreed in a separate dated written document. Indeed, in that case, these general terms and conditions of sales s of that written document apply and supersede these standard purchase order terms and conditions). (ii) Any additional or conflicting terms contained on EnhancedExchange’s acknowledgment, confirmation, invoice, or similar documents.

Representation & Warranties:

The products or services and the manufacture, packaging, storage, handling, transportation, and delivery thereof supplied:

• • Will comply with all applicable regulations, rules, laws, codes, and ordinances of the country(ies), state(s) of manufacture, country(ies)/state(s) of intended use and country(ies)/state(s) of delivery;
  • Will conform to the specifications, samples, drawings, or other descriptions contained in the order or provided or approved by the customer;
  • Will be merchantable, products material and workmanship are free from defects;
  • When ordered for a specific purpose, will be fit for their intended purpose; and
  • In the absence of specifications, the contrary will be of the highest grade and quality.

All services provided will be performed (a) in a professional manner and (b) in compliance with all applicable laws, rules, regulations, codes, and ordinances, as well as all the customer’s safety and other requirements represented, as communicated to EnhancedExchange; EnhancedExchange will:

• • Follow EnhancedExchange supplier code;
  • Deliver the products, and perform the services subject to the order by the delivery and performance dates set forth on order;
  • At its own cost, provide all labor, machinery, equipment, tools, materials, transportation, and other facilities and services needed for the proper execution and completion of the order, unless otherwise provided on the face of the order;
  • At its own cost, initiate, maintain plus supervise all environmental and safety precautions along with programs in connection with the services. If EnhancedExchange is performing services on customer’s premises, comply with all of the customer’s environmental, health as well as safety rules, including all safety precautions and programs in connection with the performance of this order, over persons and property within that portion of customer’s premises where the services are being performed (“Service Location”);
  • Notify customer if any drawings and specifications are at variance with any applicable laws, rules, regulations, codes, and ordinances bearing on the performance of the services; also, at its own cost, obtain and maintain all necessary permits, licenses or other approvals and give all notices legally required to provide the services;
  • Be solely responsible for all methods plus procedures for delivering and coordinating all portions, of the services, unless otherwise provided on the face of the order;
  • Be solely responsible for the handling, transportation, plus disposal of and maintain title and ownership of all materials, substances, and chemicals not incorporated into the final products or finished services. That EnhancedExchange or any subcontractor brings onto the customer’s premises and any waste generated or resulting from the use thereof. EnhancedExchange agrees not to dispose or permit the release of any materials, substances, or chemicals (or any waste generated or resulting from the use thereof) on the customer’s premises. Additionally EnhancedExchange agrees to keep the Service Location and other parts of customer’s premises free from accumulations of materials and refuse and, upon completion of the services promptly remove same and all of EnhancedExchange’s machinery, tools, and equipment and any unused materials, substances or chemicals and return the customer’s premises to their original state;
  • Inspect any customer-supplied equipment, tools, scaffolding, or other materials (“Customer Materials”) and not use any customer materials, unless they are suitable for the intended use and comply with all applicable laws, rules, regulations, codes, ordinances, and orders. EnhancedExchange will return all customer materials to the customer in a like condition in which they were borrowed;
  • When possible, physically separate the service location from the remainder of the customer’s premises and warn its subcontractors. It is and their respective employees, agents, representatives, guests, and visitors of any risks, hazards, or dangers, whether latent or patent, associated with the service location and the rest of the customer’s premises. At least once daily, EnhancedExchange will inspect the service location for any risks and eliminate any hazards. Any risks that cannot be eliminated, the customer, its employees, and visitors will be advised of these dangers; and
  • Remove EnhancedExchange employees, representatives and other personnel providing services from the customer’s premises upon request of the customer;
  • The customer understands that no liens or claims will be filed, maintained, or enforced by the customer or its suppliers or subcontractors for any service performed or materials provided by EnhancedExchange.

Where applicable EnhancedExchange shall comply with the requirements of the Fair Labor Standards Act of 1938, (FLSA of 1938) as amended, in performing the services hereunder. The customer does so agree to the extent applicable to EnhancedExchange’s work for, or on behalf of the customer. The customer also agrees to comply fully with all applicable federal, state, and local laws and regulations about nondiscrimination plus affirmative action. Indeed, including those enforced by the U.S. Department of Labor’s Office of Federal Contract Compliance Programs (OFCCP) or the U.S. Equal Employment Opportunity Commission (EEOC). As applicable, EnhancedExchange agrees to comply with Executive order 11246 (EO 11246) as amended.

The customer understands that it is an equal opportunity employer, and the order is subject to the regulations and rules imposed upon subcontractors and contractors, according to chapters 60 and 61 of 41 CFR. Unless this purchase is exempt, there is incorporated herein by reference 61-250.10 and 41 CFR 60-1.4. Indeed, 29 C.F.R. Part 471, Appendix A to Subpart A, is incorporated herein by reference. However, this contractor (customer) and subcontractor (EnhancedExchange) shall abide by the requirements of 60-741.5 (a) and 41 CFR 60-300.5. Indeed, these regulations prohibit discrimination against qualified individuals based on protected veteran status or disability and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

The customer understands that these warranties are in addition to those implied by or available at law to the customer. They shall exist, notwithstanding the acceptance or inspection by the customer of all or part of the products or services.

Acceptance:

The customer acknowledges that they will have a reasonable period after delivery or performance within, which they may inspect and accept the products or services. Moreover, the receipt of products or services, the inspection or non-inspection of or payment for the products or services, will constitute acceptance of the products or services and will not impair EnhancedExchange rights. The rights are non-exclusive to: (i) Reject nonconforming products or services, (ii) recover damages and/or (iii) exercise any other remedies to which EnhancedExchange may be entitled at law or in equity. Further, acceptance of products or services will not waive any rights or remedies at law or in equity accruing to EnhancedExchange as a result of any breach of the order.

Price, Taxes, Fees, Import Certifications & Documents:

As shown on the face of the order, price and delivery conditions will not include unless otherwise specified on the front of the order, the following: (i) All costs to comply with these general terms and conditions of the purchase. (ii) Any taxes, including sales, use, excise, value-added and other taxes, and (iii) fees, duties, or other governmental impositions on the sale of the products or services covered by the order. All import, documents, taxes, fees, or levies imposed by the country of destination are the sole responsibility of the customer and does not affect our agreement. The customer bears the sole responsibility of securing all permits, licenses, or any other documents required by the government of the importing nation. If EnhancedExchange is required to pay any taxes or other impositions, the customer will promptly reimburse EnhancedExchange.

Invoicing & Payment:

Concerning the sums due under the contract, EnhancedExchange will invoice the customer as stated on the order’s, except as otherwise set forth. The customer will pay EnhancedExchange all undisputed amounts within (90) ninety calendar days after receipt of the applicable invoice. Alternatively, or receipt of the products (or performance of the services), whichever is later, or within such lesser period as is required by Law. Despite the following purposes, the customer cannot postpone payments due to: (i) defective products or services not remedied, (ii) claims made or filed, (iii) unsatisfactory performance, (iv) failure to pay some subcontractor by the consumer, (v) any sums the consumer owes to EnhancedExchange or its affiliates.

Any payment made by the customer by way of deposit or check does not constitute the release of lien rights by EnhancedExchange. All claims arising prior thereto which EnhancedExchange may have against customer or customer’s inventory, equipment, or property for the products or services for which payment was made. EnhancedExchange agrees to reconcile all amounts due from the customer in writing within (90) ninety days of the initial invoice or (90) ninety days after the receipt of the products (or performance of the services), whichever is earlier.

Acknowledgment of Intellectual Property Rights:

Concerning new or modified products/services, all rights, titles, and interest in any inventions (including discoveries, ideas, or improvements, whether patentable or not), acknowledgment is made of (2) two items, at minimum. Principally, (i) based upon or arising from EnhancedExchange information, or (ii) developed specifically for the customer, will belong to EnhancedExchange regardless of when they are created. If EnhancedExchange produces works of authorship for the customer under the order, the work will be deemed “works made for hire” EnhancedExchange shall retain all rights, title, and interest. Nevertheless, if action is not determined to be “works made for hire, EnhancedExchange agrees to grant some rights, title, and interest to the customer. In each such case, a pre-requisite exists in that the documentation so affirms and is proving the establishment of EnhancedExchange intellectual property rights, and the rights granted would not be affected by anything in the order.

You agree that EnhancedExchange or its approving parties will acquire any intellectual property rights (whether unregistered or registered) (including but not limited to know-how, copyright, patents, proprietary information, database rights, and rights in registered or unapplied trademarks and designs). EnhancedExchange shall be the owner of all goodwill and intellectual property rights resulting from the use of EnhancedExchange work. The customer may not use EnhancedExchange trade names, trademarks, logos, service marks, or other proprietary marks. Nothing herein shall affect these general terms and conditions and the ownership of any intellectual property rights of EnhancedExchange, or subsequently arising with the products and services. If any of the products or services have been designed explicitly for or requested by EnhancedExchange (the “Custom Works”) all intellectual property in, and relating to, the custom works will be EnhancedExchange’s property.

All intellectual property rights created by or in your name while providing the products and services will be the property of EnhancedExchange. You assign all intellectual property rights to EnhancedExchange and reserves EnhancedExchange’s intellectual property rights in any agreement which you enter with any third-party concerning any custom works and contract. EnhancedExchange is and will remain the owner of all possible database producer rights and intellectual property rights relating in general to the provision of the services. In particular, concerning the processes and techniques, EnhancedExchange uses to gather, present information, certificates, documents, and all other raw information collected during the services. EnhancedExchange is free to publish, host, and store all its intellectual property rights or all data collected and to use it, for example, to offer new kinds of services or to compile data.

Confidentiality:

The customer agrees to keep confidential these general terms and conditions and all proprietary information. You must maintain strict confidentiality concerning any company or customer information that you are entrusted with for use in your business. If you violate this code, either generally or concerning an issue, EnhancedExchange may either terminate its business relationship, typically or with the affected facility, or may require the affected facility to implement a corrective action plan. Such general terms and conditions of purchase and all proprietary data, revealed by, on behalf of or otherwise obtained by EnhancedExchange communication as per the order or the hereof, shall be kept confidential. This information cannot be used other than concerning the execution of your order, and you will not reveal any of these details except as needed by law and only after notification of EnhancedExchange.

Confidential Information concerning a party (a “Receiving Party”) means:

• • The agreement’s existence and terms;
  • Any technological, science, commerce, financial or any other information on (the “Discloser”) or any of its products, of which you become aware in connection with the agreement and all information about EnhancedExchange’s business and business processes; and
  • Any documents, notes, records, or other materials.

The parties, including their agents, staff, and contractors, shall keep secret all confidential information and not use the confidential information unless necessary to provide products or services. You must store all confidential information in a way that minimizes the risk of unauthorized access. The parties’ obligations do not cover any information that:

• • Is within the public domain as at the day of the agreement (other than because of violation of all trust obligations owed to the discloser) or which subsequently is part of the public domain; or
  • The Receiving Party may show by written proof, either held at the date of the agreement by the receiving Party. Alternatively, the information is subsequently made available through a third-party who is not under any obligation of confidentiality to the other party;
  • The Receiving Party is bound to disclose the information by law.

You agree that all sensitive information, including any confidential information held by you in an information storage or retrieval system of any kind, must be returned immediately to EnhancedExchange or destroy when you are asked to do so by EnhancedExchange.

Audit:

Subject to reasonable confidentiality obligations, EnhancedExchange will have the right to audit and inspect the records and facilities of the customer and customer’s agents, representatives, and subcontractors used in the performance of the order. The rights relate and extend to the products or services to the extent reasonably necessary to determine the customer’s compliance with the order. The customer will provide EnhancedExchange or its third-party designee conducting the audit or inspection with reasonable assistance, including, without limitation, access to buildings, appropriate personnel, and workspace. EnhancedExchange audit/inspection, or failure to conduct any audit or inspection, will not release the customer from any of the customer’s obligations.

Risk of Loss:

Except as otherwise outlined in the delivery terms on the face of the order, EnhancedExchange will retain the risk of loss or damage to the products until the products are physically delivered to the customer at the delivery point requested by the customer.

Liability & Indemnification

Limitation of Liability& Indemnification:

EnhancedExchange is neither a guarantor nor an insurer and disclaims all such capacities. Customers seeking a guarantee against damages or loss should obtain appropriate insurance. However, subject to the customer’s instructions as accepted by EnhancedExchange, we undertake to dedicate all necessary means for the performance of our services. We will provide products relating to the facts as recorded by EnhancedExchange within the limits of the instructions received and based on the representations of documents and information representations provided by the customer. The customer agrees to indemnify EnhancedExchange from any liability that may arise from the delivery, use, storage, transportation, or resale of the products or services. If the customer breaches any of its obligations hereunder, EnhancedExchange has the right to terminate these general terms and conditions of sales. In whole or in part immediately, and pursue any other remedy available to EnhancedExchange under these general terms and conditions of sales or applicable law.

The customer agrees that when false information is given to EnhancedExchange by a third party, EnhancedExchange accepts no liability. EnhancedExchange undertakes to use its best efforts and to exercise skill and due care in the performance of its services. The customer undertakes that in the event of any dispute by a third party, not to involve EnhancedExchange’s liability on the expected interpretation of the value of its services. The issuing of any document, whatever the medium intervention does not imply that the customer has complied, complies, and will abide by the law or regulation. Similarly, providing products or services alone does not constitute notification of compliance with the requirements of regulation or law notably issued by national or international agencies.

Indemnification:

The customer, however, agrees to the fullest degree permissible by law to indemnify and hold harmless EnhancedExchange, its affiliates and their directors, officers, employees, agents, and representatives from and against any liability, loss, damage, fine, cost or expense, payable monthly against invoice. The customer agrees with its preventative, plus actual costs of acting. Such cost and liability containment, which are to be prudent, responsible, timely, and firstly so commits to the degree and those also arising from reasonable attorneys’ fees or resulting from (i) Any non-conforming products or services. (i) Any non-conforming products or services. (i) Any non-conforming products or services. (ii) Any claims any patent, copyright, trade privilege or secret and other proprietary rights arising out of the acquisition, use or sale of EnhancedExchange goods or services (iii) Any leakage or spillage of products or chemicals in transportation or distribution to the company, or the premises of the customer; (iv) Any violation of the terms or conditions of the order by the customer; (v) The use of any customer materials or person in the employ of the customer to perform any services under the order and (vi) the negligent acts or omissions or willful misconduct by customer.

EnhancedExchange’s subcontractor’s, employees, agents, representatives, and any person are performing services under the order. Where, in the reasonable opinion of the customer’s, the goods or the services are likely to breach or misappropriate a patent or copyright and, in any case, where the court determines that they clearly infringe or misappropriate the goods or services. The customer shall further fully disclose and provide EnhancedExchange one of the following forms of relief to be chosen by EnhancedExchange: (a) Obtain a license on EnhancedExchange’s behalf to continue to use or sell the products or services. Second, (b) redesign the products or services so that they do not infringe or misappropriate. Without limiting the foregoing, the customer may require EnhancedExchange to re-deliver against non-conforming products or re-execute non- conforming services at the customer’s cost and expense. In the event of EnhancedExchange being held liable concerning any claim of damage, loss, or expense of whatsoever nature and however arising the account costs are cumulative and expressly limited. Its liability to the customer is therefore and shall be in no circumstances exceed the total aggregate fees paid for the specific single service.

• • The customer agrees that our responsibility extends only to complete production items that are checked at the time of inspection;
  • The customer also agrees that a report does not constitute evidence of shipment.

The customer shall guarantee and indemnify EnhancedExchange and its servants, agents or subcontractors against all claims made by third parties for all damage, loss, or expenses per performance or non-performance of any services. The guarantee and indemnity extend to the extent that the total sum of such claims exceeds the limitation of liability mentioned. In the event of any claim, all notices must be sent to EnhancedExchange headquarters within (7) seven days following the discovery of the facts, and no later than (3) three months from the completion of EnhancedExchange services.

Failure to Perform:

If the customer does not comply with all obligations herein, EnhancedExchange may recover all damages from the client, including fair fees from lawyers and any other possible incidental costs at EnhancedExchange’s discretion. Indirect, specific, or contingent negligence and other privileges and remedies applicable to EnhancedExchange can be exercised. None of the issues in this order is to restrict any of EnhancedExchange legitimate trade privileges. Notwithstanding everything in this order.

Cancellation & Termination:

EnhancedExchange reserves the right, in its sole discretion, to terminate your access to EnhancedExchange website and the related services or any portion thereof at any time, without notice. Use of EnhancedExchange website is unauthorized in any area that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no partnership, employment, joint venture, or agency relationship exists between you and EnhancedExchange because of this agreement or use of EnhancedExchange website. EnhancedExchange’s performance of this agreement is subject to existing laws and legal process. It is agreed that nothing contained in this agreement is in derogation of EnhancedExchange’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of EnhancedExchange information provided to or gathered by EnhancedExchange concerning such use. If any clause of this agreement in whole or in part is considered by a competent court to be invalid or unenforceable according to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, the following shall apply.

Then a legal and enforceable provision that is the most closely consistent with the purpose of the invalid or unenforceable provision is deemed to be substituted. The enforceable provision shall, therefore, be enforced to the maximum extent permissible to affect the intent of the agreement as the remainder of the agreement shall continue in full force and effect. That holding provision will not affect the legality, enforceability, or validity of the remaining provisions of these general terms and conditions. Unless otherwise specified herein, concerning your use of the agreement constitutes the entire agreement between the user and EnhancedExchange. Therefore, any cause of action you may have concerning a contract must be commenced within (1) one year after the claim or cause of action arises. This replaces all correspondence and recommendations, whether electronic, oral, or written, before, or today, between you and EnhancedExchange. You agree that any notice given in electronic form or a printed version of this agreement shall be admissible in judicial or administrative proceedings based upon or relating to this agreement.

Under the Order, Time is of the Essence:

EnhancedExchange will advise the customer immediately upon receipt of the order if the specified delivery date cannot be met. Upon the failure of EnhancedExchange to comply with the delivery date, as specified, the customer has the option to cancel the order with liability. The customer may designate any reasonable alternative delivery points, if necessary, to expedite EnhancedExchange’s performance under the order.

Shipment:

EnhancedExchange will use its best commercially reasonable efforts to comply with temperature and the shipping periods; however, such temperatures or periods are estimates only, and no guarantee is given. EnhancedExchange does not guarantee the delivery periods or temperatures in the storage compartment, though we disclaim all delivery periods or temperature fluctuation liability, and cannot be held responsible for delivery periods, damage due to fluctuations in the temperature or damages caused by the handling of the products while in possession of the transport. EnhancedExchange accepts no liability of any nature whatsoever for a failure to meet delivery dates or temperature requirements, and such failure shall not entitle the customer to repudiate or cancellation of the order.

Force Majeure:

Either party may be excused from a failure or a delay in performance, in whole or in part, in the event of, and beyond its reasonable control. All reasonable efforts remain obligatory to the party to (i) make all efforts to remove the source of its incapacity to perform its duties. The party must also communicate, hence, (ii) Though, it is incumbent it gives prompt notice to the other party of their inability or delay in performance. Such events include accident, flood, sabotage, disease, war, riot, fire, explosion, compliance with governmental laws or regulations. National defense requirements, orders or actions, are such events, or any other event beyond the reasonable control of such party, which prevents the manufacture, shipment, acceptance, or use of any products or services. However, this section is not intended for or to buffer a party against the normal risks inherent within a commercial contract, including strikes or personnel disputes of the party who is declaring force majeure.

In addition, any negligence on the part of the customer subcontractors or suppliers (other than as caused by a force majeure event suffered by such sub-contractors or suppliers) shall not constitute an event beyond the reasonable control of the customer. The parties seeking an exemption for performance must where possible, make reasonable efforts to eliminate the cause of their incapacity or delay in performance. The party seeking the performance excuse must give the other parties immediate written notice of the event and specify the nature and the estimated duration of the incident. Nonetheless, if a party does not carry out any of these general terms and conditions, as a direct consequence of a force majeure case, the failure or omission shall not be deemed a violation of the order. The duties of the involved party may be deferred to the degree that the parties’ consent to the speculative execution of that duty. In addition, any damages or injuries arising out of delay shall be covered by any party alleging the excuse from the performance.

The parties who demand an excuse for the output of any goods that they possess shall not be relieved by anything in this section. In the event EnhancedExchange is unable to supply the total requirements of its customers, EnhancedExchange may allocate its available supply among its customers in a manner determined by EnhancedExchange to be fair and equitable. This event occurs if the party’s performance is excused or delayed for more than (30) thirty calendar days. EnhancedExchange has the right to terminate these general terms and conditions, without any liability to the customer, if the customer performance is excused for more than twenty (20) twenty calendar days, which termination will become effective upon receipt of such notice. If the customer terminates the order, the customer’s sole liability will be to pay any balance due for products and services delivered by EnhancedExchange before receipt of the customer’s termination notice.

Origin Control Clause:

The customer illustrates and warrants that neither it nor any one person or entity that owns, controls, or is involved in its businesses is a designated target of economic trade sanctions promulgated by the United States (US). The European Union (EU), the United Nations (UN), or the country of origin of the products (Sanction Laws). The customer undertakes (i) that the customer, its agents, and representatives will fully comply with all applicable sanction laws in their performance hereunder. Furthermore, (ii) that the products will not directly or indirectly originate from or be transported on a vessel or be provided by any entity subject to sanction laws. Or any carrier, which is owned, regulated, chartered, or flagged by another person, entity, or country that would cause EnhancedExchange or any of its companies to be in contravention of applicable sanction laws. The customer agrees to verify and cooperate with EnhancedExchange reasonable requests for complete information or documentation to verify compliance with this clause.

Insurance:

In consideration of the customer, it shall purchase and maintain insurance protection from employee benefit claims under workers’ compensation acts for damages such as bodily injury. Insurance requirements are inclusive of death or lawsuits for personal losses resulting or caused by activities carried out in compliance with the agreement. Regardless of how such operations are indirectly or directly carried out by EnhancedExchange or its subcontractors. Such insurance shall include the benefits of workers, workplace responsibility (including personal injuries, loss of property, and contractual obligation), as well as vehicle liability, without limitation. Such insurance shall provide EnhancedExchange as the additional named insured and shall be paid not exceeding ($1,000,000.00) one million dollars per case, or as provided by legislation. All insurance coverage shall include a waiver of subservience and rights of recovery in favor of EnhancedExchange, and its insurers shall be included in any such policy.

Notices must occur duly complete and timely, and no changes are permissible for at least (30) thirty days in advance of the written notification receipt of EnhancedExchange, of coverage which shall not be canceled or significantly changed. You must retain product liability insurance of not less than ($20,000,000.00) twenty million dollars per event, public liability insurance of not less than ($20,000,000.00) twenty million dollars per incident. If the services are being provided, you must maintain professional indemnity insurance of not less than ($1,000,000.00) one million dollars per event. You must provide EnhancedExchange with satisfactory evidence of such insurance coverage, by so providing a copy of said insurance annually, and when requested by EnhancedExchange. The customer shall promptly provide copies of such certificates at EnhancedExchange’s request.

Waiver:

The customer’s failure or delay in exercising any right or remedy concerning the order shall not act as waiver or redress of that right. Any exemption from a right or correction must be signed in writing by a duly authorized representative officer of the customer.

Assignment & Subcontracting:

The customer may not assign or subcontract its rights and obligations under the order without the prior written consent of EnhancedExchange.

Non-Bona Fide Third Parties:

You declare and guarantee that you are not under any prohibition, restricted or limited in any way by any other agreement from entering a contract with EnhancedExchange nor from undertaking your obligations. Furthermore, you are not involved currently, nor has been involved, in any discussions and or agreements, whether verbal or written, that may be compromised in any way or lead to conflicts of interest by a possible transaction with EnhancedExchange. Should such discussions exist and result in future claims, then you are entirely liable for such claims and agree to defend and indemnify EnhancedExchange and their affiliates. This agreement is solely between you and EnhancedExchange plus their bona fide intermediaries and affiliates as expressly provided for.

Ethical Code of Conduct & Compliance:

You acknowledge and confirm that you clearly understand and will respect EnhancedExchange sustainable, ethical protocol, and moral values. You agree not to engage in any illegal activities as defined by international, federal, state, municipal, governmental authorities, and jurisdictions. You represent and certify that none of your officers, board members, or agents involved in a transaction with EnhancedExchange has been convicted of crimes involving theft, fraud, bribery, corruption, or moral turpitude in a way that lacks integrity. Moreover, you agree that none of your officers or board members is pending before any international, federal, state, municipal, governmental authorities, and jurisdictions as being debarred, suspended or proposed for debarment or suspension. You agree to comply with all applicable laws and regulations.

You agreed not to offer, promise, or give, directly or indirectly, anything of value to any political party official or employee. You further agreed not to contribute, anything, while knowing that such item or any portion may be offered, promised, or given to any governmental authorities, jurisdictions, federal, state, municipal thereof for obtaining or retaining business. You agree that the following applies to all jurisdictions where you conduct business. You specifically agree to take no action or omits to take any action that would cause EnhancedExchange to violate any international, federal, state, or municipal laws, including any provision of the United States (U.S.) Foreign Corrupt Practices Act (FCPA) of 1977, as written or amended, and/or any local laws regarding bribery. You agree that none of your employees, directors, or officers has used any funds for any unlawful contribution. You agree that none of your employees, directors, or officers has used any funds for any unlawful contribution. Furthermore, no such persons used funds for any unlawful endorsement, gift, entertainment, or any other illegal activities or made any bribe, rebate, payoff, influence payment, kickback or additional similar payment to any person concerning your collaboration with EnhancedExchange.

Language:

The parties accept and consent clearly that this agreement and all subsequent documents relating to the subject matter, notices, and/or communications have been and will continue to be exclusively in the English language. However, all documents can be translated into other languages, but in the event of any inconsistency or ambiguity as to the meaning of any word or phrase in any such translation, the English text shall prevail.

Contact Us:

Under applicable data privacy legislation and concerning the processing of personal information, the controller of your personal data, or if you have questions about our privacy practices, you may contact us at info@enhancedexchange.com.

GENERAL TERMS & CONDITIONS of PURCHASE & TRADING

Definitions:

Unless otherwise agreed in writing, all purchase and trading, resulting in a contractual relationship(s) between EnhancedExchange, any affiliated companies of EnhancedExchange, or agents of EnhancedExchange are so governed by these definitions. These definitions do so extend out to any person offering the services shall be governed by these general terms and conditions of purchase and trading. EnhancedExchange means the group, which includes association and companies, associations, and consortia wherein EnhancedExchange directly or indirectly holds shares, has prevailed influence, appoints administration or management bodies. The agreement means these general terms and conditions of purchase and trading, as well as applicable purchase orders and specifications. Customer means any legal organization or person requesting services.

Intermediary means a legal person or entity offering services. The Intermediary may be any affiliated person, companies, or any agents of EnhancedExchange. Specific terms mean contractual terms that supplement these general terms and conditions of purchase and trading relating to the chosen standard(s). Law means France and local government legislation, including regulations, bylaws, orders, awards, and proclamations; common law and equity. Authority requirements and consents, certificates, licenses, permits, and approvals (including conditions concerning those consents, certifications, licenses, permits, and approvals); and guidelines of authorities (GoA) are those with which the contractor is legally required to comply. Price refers to those in the purchase order. Order means the purchase order, which is subject to EnhancedExchange trading terms. Service deliverables and specifications mean all service deliverables or specifications provided to you about the goods or services.

You do mean the supplier of the goods and services named in the purchase order, and any assignable, sub-contractor, or delegate you agreed by with EnhancedExchange. The agreement means these terms of trade and the related purchasing orders. The observance is made of definitions given to these terms in new tax structures such as for goods and services tax, input tax credit, supply, taxable supply, etc. Delivery location means the place of delivery as specified on the purchase order. Products and services mean the goods or services listed in the purchase order or otherwise agreed to be supplied by you to EnhancedExchange. EnhancedExchange reserves the right to change these terms of services at any time, and such changes shall be binding once posted on our website www.enhancedexchange.com. Therefore, we recommend that you should access this section regularly to be updated on our most recent updated version of these general terms and conditions of purchase and trading.

Framework:

The agreement governing the relationship between the parties is made up of these general terms (GT) and the specific terms (ST) and referred to as an offer until signed. This agreement will prevail over any other document and shall come into effect on the last date of both parties’ endorsement. The agreement endorsement is final unless, in the specific case of, a separate written agreement concerning the goods or services has been executed. All products and services purchased by all companies that are part of EnhancedExchange are subject to the following general conditions of purchase (GCoP). Though you expressly agree to these trading terms and accept all conditions or deliverables of operation, you do so by accepting our purchase order and understand that it reflects all cooperation between you and EnhancedExchange. Any terms and conditions other than our terms and conditions are specifically exempt as far as the law allows.

EnhancedExchange rejects any supplier or service provider’s additional or conflicting terms and conditions of sale, irrespective of whether EnhancedExchange has accepted or made payments for the supply of the services or goods. The receipt of products, services, and payments for the purchase of products, services, are not to be considered or implied acceptance of your terms and conditions, even if such terms have been brought to the attention of EnhancedExchange.

Supply of Goods & Services:

You must supply EnhancedExchange with products or services under these trading terms, inclusive of any specifications or service deliverables agreed upon, and the purchase order.

Price for Goods & Services:

• • EnhancedExchange consents to pay the goods or service price;
  • The price covers all shipping, transportation (and taxes or fees), and all other duties, insurance, loading, unloading, handling, storage, and administrative costs before delivery.

Risk & Title in Goods:

• • Risk in the goods passes to EnhancedExchange upon delivery of the goods to the nominated delivery location. Delivery occurs when a duly authorized representative of EnhancedExchange signs a delivery receipt (“Delivery”);
  • Title in the goods passes to EnhancedExchange upon delivery per the purchase order or upon payment by EnhancedExchange for the goods, whichever occurs first.

Conditions as to Quality of Goods & Services:

You guarantee that the goods and the services, as the case may be:

• • Are of the defined quality and are not defective;
  • Complies with all specifications/service deliverables;
  • Does not infringe any right of any third party (including, without limitation, any intellectual property right), or applicable law, statute, regulation, code, or rule;
  • Is fit for the purpose which you have been notified EnhancedExchange intends to use them or for which they are commonly used;
  • Corresponds with any description or sample you have previously provided to EnhancedExchange; and
  • Complies with environmental, occupational, health, safety policies, and requirements. Plus, all other statutory environmental, occupational, health, as well as safety requirements.

If the products are food or an ingredient for the production of products for human consumption, you warrant and represent that the products are appropriate for human consumption:

• • Comply with all appropriate laws of food, safety, and consumer practices, weights and measures, and other legislation, regulations, and are supplied per all generally accepted industry standards and practice requirements);
  • Are not contaminated or altered in any way; and
  • Are not derived from any modified organisms or products genetically engineered, except as agreed in writing by EnhancedExchange.

Goods & Services which Fail to Meet Standards:

Without limiting any other remedy, EnhancedExchange may have if the provided products or the performed services do not meet or go beyond the requirements that were required by EnhancedExchange. Do not attend, surpass, or in any way, breach EnhancedExchange terms and conditions at any time during the expected life cycle of the product. Nonconforming goods and services do not meet or exceed those of EnhancedExchange; therefore, they will not be required to pay for those nonconforming goods or services. You must, at your own cost, pay for those costs, if EnhancedExchange requires you to do so, plus promptly remove any nonconforming goods. Further, you must at EnhancedExchange’s election either:

• • Promptly replace the nonconforming goods or services, which do meet the relevant standards or specifications, and which are acceptable to EnhancedExchange; or
  • Refund to EnhancedExchange all money paid in respect of the nonconforming goods or services.

Commitment to Ethical Standards & Corporate Social Responsibility:

You represent and warrant to EnhancedExchange that:

• • You and your sub contributors will comply with all necessary labor regulations, and will conduct your business safely and ethically regarding all, health, safety, environmental and corporate social responsibility laws in the country in which the products are produced;
  • You and your sub contributors will not use any sort of abuse, including servitude, forced labor, debt bondage, child labor, or deceptive recruiting for labor services;
  • You will comply with EnhancedExchange’s ethical sourcing policies or supplier code of conduct, as communicated to you by EnhancedExchange or published on EnhancedExchange’s website;
  • You and your sub contributors agree to comply with any ethics audit required by EnhancedExchange.

Data Protection:

In performing the services, EnhancedExchange collects, uses, and protects personal data according to its Privacy Policy to be deemed as incorporated in its terms of services (ToS). EnhancedExchange shall be at liberty to disclose the order-related documents anytime to any third-party. No liabilities whatsoever shall be attached to EnhancedExchange’s act of disclosure. EnhancedExchange will be responsible for the management of all confidential information of customer obtained or created during the performance of services:

• • EnhancedExchange will inform the customer of any information it intends to place in the public domain or when EnhancedExchange is required by law or authorized by contractual arrangements to release any information;
  • The customer agrees that all information obtained about the customer from any third-party sources (e.g., complainant, regulators) shall be confidential between the sources and EnhancedExchange and will not be shared with the customer;
  • Staff, which includes any committee members, contractors, personnel of external bodies, or individuals acting on behalf of EnhancedExchange’s shall keep all information obtained or created during the performance of services, confidential except as required by law.

Acknowledgment of Intellectual Property Rights:

Concerning new or modified products/services, all rights, titles, and interest in any inventions, including discoveries, ideas, or improvements, whether patentable or not, acknowledgment is made of (2) two items, at minimum. Principally, (i) based upon or arising from EnhancedExchange information, or (ii) developed specifically for the customer, will belong to EnhancedExchange regardless of when they are created. If EnhancedExchange produces works of authorship for the customer under the order, the work will be deemed “works made for hire” EnhancedExchange shall retain all rights, title, and interest. Nevertheless, if action is not determined to be “works made for hire, EnhancedExchange may grant some rights, title, and interest to the customer. In each such case, a pre-requisite exists in that the documentation so affirms and is proving the establishment of EnhancedExchange intellectual property rights, and the rights granted would not be affected by anything in the order.

You agree that EnhancedExchange or its approving parties will acquire any intellectual property rights (whether unregistered or registered) (including but not limited to know-how, copyright, patents, proprietary information, database rights, and rights in registered or unapplied trademarks and designs). EnhancedExchange shall be the owner of all goodwill and intellectual property rights resulting from the use of EnhancedExchange work. You may not use EnhancedExchange trade names, trademarks, logos, service marks, or other proprietary marks. Nothing in these general terms and conditions affects the ownership of any intellectual property rights of EnhancedExchange existing as at the date of this statement, or subsequently arising about the products and services. If any of the products or services have been designed explicitly for or requested by EnhancedExchange (the “Custom Works”) all intellectual property in, and relating to, the custom works will be EnhancedExchange’s property.

All intellectual property rights created by or in your name while providing the products and services will be the property of EnhancedExchange. You assign all intellectual property rights to EnhancedExchange and reserves EnhancedExchange’s intellectual property rights in any agreement which you enter with any third-party concerning any custom works or contract. EnhancedExchange is and will remain the owner of all possible database producer rights and intellectual property rights relating in general to the provision of the services. In particular, concerning the processes and techniques, EnhancedExchange uses to gather, present information, certificates, documents, and all other raw information collected during the services. EnhancedExchange is free to publish, host, and store all its intellectual property rights or all data collected and to use it, for example, to offer new kinds of services or to compile data.

Confidentiality:

You must maintain strict confidentiality concerning any company or customer information that you are entrusted with for use in your business. If you violate this code, either generally or concerning an issue, EnhancedExchange may either terminate its business relationship, typically or with the affected facility, or may require the affected facility to implement a corrective action plan. You agree to keep confidential these general terms and conditions of purchase and all proprietary information disclosed by or on behalf of EnhancedExchange or otherwise learned or obtained by you in connection with the order or the performance hereof. You cannot use any of this information other than in connection with the performance of the order and will not disclose any of this information except to the extent required by law and then only after prior notice to EnhancedExchange. Confidential information concerning a party (a “Receiving Party”) means:

• • The agreement’s existence and terms;
  • Any technological, science, commerce, financial or any other information on (the “Discloser”) or any of its products, of which you become aware in connection with the agreement and all information about EnhancedExchange’s business and business processes; and
  • Any documents, notes, records, or other materials.

The parties, including their agents, staff, and contractors, shall keep secret all confidential information and not use the confidential information unless necessary to provide products or services. You must store all confidential information in a way that minimizes the risk of unauthorized access. The parties’ obligations do not cover any information that:

• • Is within the public domain as at the day of the agreement (other than because of violation of all trust obligations owed to the discloser) or which subsequently is part of the public domain; or
  • The Receiving Party may show by written proof, either held at the date of the agreement by the receiving party. Alternatively, the information is subsequently made available through a third-party who is not under any obligation of confidentiality to the other party;
  • The Receiving Party is bound to disclose the information by law.

When you are the receiver, all sensitive information must be returned immediately to EnhancedExchange, or destroy it if EnhancedExchange asks you to do so, including any confidential information held by you in information storage or retrieval system of any kind.

Cancellation & Termination:

EnhancedExchange may suspend further supply or delivery, stop any goods in transit or terminate our contract by notice in writing to you if you are in breach of an obligation under these terms and conditions. Alternatively, EnhancedExchange may suspend, stop, terminate by so acting, upon, or when they are due, or when legal proceedings are opened against or with you claiming fraud or insolvency where you are unable to pay your debts. All contracts you have with EnhancedExchange (even if they do not yet have to be paid) will be immediately due and payable upon termination, and we will not have any other responsibility to provide you with goods or services. Except prohibited to the extent under applicable legislation, (i) EnhancedExchange can cancel an order for any reason or no reason prior to shipment of the suitable products or performance of services. By providing written notice to you and (ii) may immediately terminate the order if you breach any term or condition of the order or becomes insolvent or subject to any proceeding under any bankruptcy or insolvency law.

EnhancedExchange cannot be accountable for any of your losses, including individual, economic, indirect, consequential, or punitive loss, whether or not foreseeable. The cancelation of the agreement does not affect your warranties, obligations, indemnities, insurance, intellectual property, or confidentiality, and any such liabilities will survive the termination of the contract. EnhancedExchange reserves the right, in its sole discretion, to terminate the related services or any portion thereof at any time, without notice. You agree that no partnership, employment, joint venture, or agency relationship exists between you and EnhancedExchange as a result of this agreement. EnhancedExchange’s performance of this agreement is subject to existing laws and legal process. It is understood that there is no derogation in this agreement of the right of EnhancedExchange to comply with governmental, court and law enforcement requests or requirements relating to your use of EnhancedExchange information provided to or gathered by EnhancedExchange concerning such use.

If any clause of this agreement in whole or in part is considered by a competent court to be invalid or unenforceable according to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, the following shall apply. Then a legal and enforceable provision that is the most closely consistent with the purpose of the invalid or unenforceable provision is deemed to be substituted. The enforceable provision shall, therefore, be enforced to the maximum extent permissible to affect the intent of the agreement as the remainder of the agreement shall continue in full force and effect. That holding provision will not affect the legality, enforceability, or validity of the remaining provisions of these general terms and conditions of purchasing. This constitutes the complete agreement between you and EnhancedExchange unless otherwise stated herein. Therefore, any cause of action you may have concerning a contract must be commenced within one (1) year after the claim or cause of action arises.

This agreement supersedes all previous or contemporary correspondence and proposals about the purchase and trade between you and EnhancedExchange, whether electronic, oral, or written. You agree that any notice given in electronic form or a printed version of this agreement shall be admissible in judicial or administrative proceedings based upon or relating to this agreement. The parties agree that unless and until either party notifies the other in writing that the contract will terminate the agreement shall be renewed automatically. The parties agree to notify the other party in writing at least three months prior to the expiry of the initial term that the contract will terminate subject to the termination rights set out within the general terms and conditions of purchase and trading for the term outlined in the proposal (the “Initial Term”).

General Terms of Payment:

Accordingly, for all products and services rendered to EnhancedExchange, you must issue a legitimate tax invoice in an appropriate form. The invoice must state the number of the purchase order to which the invoice relates, that EnhancedExchange will not be required to pay any invoice that does not specify a purchase order number or specifies an invalid purchase order number. EnhancedExchange will pay invoices in full and in cleared funds by the end of the month following the month in which they were received. Every invoice must be submitted to payables@enhancedexchange.com, to the account payable department.

Insurance:

In consideration of the customer, it shall purchase and maintain insurance protection from employee benefit claims under workers’ compensation acts, for damages such as bodily injury. Insurance requirements are inclusive of death or lawsuits for personal losses resulting or caused by activities carried out in compliance with the agreement. Regardless of how such operations are indirectly or directly carried out by EnhancedExchange or its subcontractors. Such insurance shall include the benefits of workers, workplace responsibility (including personal injuries, loss of property, and contractual obligation), as well as vehicle liability, without limitation. Such insurance shall provide EnhancedExchange as the additional named insured and shall be paid not exceeding ($1,000,000.00) one million dollars per case, or as provided by legislation. All insurance coverage shall include a waiver of subservience and rights of recovery in favor of EnhancedExchange, and its insurers shall be included in any such policy.

Notices must occur duly complete and timely, and no changes are permissible for at least (30) thirty days in advance of the written notification receipt of EnhancedExchange, of coverage which shall not be canceled or significantly changed. You must retain product liability insurance of not less than ($20,000,000.00) twenty million dollars per event, public liability insurance of not less than ($20,000,000.00) twenty million dollars per incident. If the services are being provided, you must maintain professional indemnity insurance of not less than ($1,000,000.00) one million dollars per event. You must provide EnhancedExchange with satisfactory evidence of such insurance coverage if requested by EnhancedExchange. The customer shall promptly provide copies of such certificates at EnhancedExchange’s request.

Indemnity:

Without limiting any of EnhancedExchange’s other legal rights, you indemnify EnhancedExchange. You agree without limitation to indemnify EnhancedExchange’s and its related bodies corporate entities, its employees, agents, officers, or contractors against any loss, damage, claim action, or expense. You consent to compensate and pay the legal costs, without limitation, monthly incurred in connection with the following:

• • A violation of the contract;
  • You refuse to meet the legal requirements;
  • You provide to any non-binding party guarantees under this contract, or that apply to the provision of products or services under legislation;
  • Any immoral act or deceptive conduct;
  • Any product non-compliance, liability, or security standard claims or failures;
  • Any fraud, willful default, negligent act, or inability to act, or any other omission, by you or any of your employees, agents, officers, or contractors;
  • Any action which is not authorized by the agreement; and
  • Any third-party claim.

Governing Law, Jurisdiction & Settlement of Dispute Resolution:

The customer agrees that, except as set forth below, these general terms and conditions of an order set forth the entire understanding between EnhancedExchange and supplier; thus, supersede all other prior agreements concerning the subject matter. Any inconsistent terms used or contained in the supplier’s documents do not govern any transaction. The sales and purchase agreement overrides expressly the pre-printed of these general terms and conditions in this statement. These general terms and conditions govern the purchase. It must be noted that these general terms and conditions in this statement may not be changed or waived except with the written approval of EnhancedExchange.

The parties agree that a dispute concerning interpretation, formation, or execution of a contract, an attempt to reach an amicable solution. Should they not succeed in doing so, the dispute shall be submitted to the exclusive competence of the Courts of France. Exclusive of any rules concerning conflicts of laws and be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed per the said rules. The arbitration shall be held in English in Paris, and the laws of France shall govern these general terms and conditions of purchase. Such general purchasing terms does not affect the rules of its conflict of law. Though shall be regulated by France’s laws. In the case of any dispute arising from this agreement and the Court of Paris shall have exclusive competence in the first instance. You consent to allow the competence of the courts of France to assess any conflict irrevocably and unconditionally.

Goods & Services Tax:

Where a party to the agreement is required to pay, contribute or reimburse of any expense, outgoing loss (“expenses reimbursable”) incurred or suffered by a party, the amount required to be paid, refunded, or contributed by the party will be the sum of:

• • The amount of refundable cost (if any) that the other party is entitled to for the reimbursable expenditure net of the input tax credits (‘net amount’); and
  • If the other party is a taxable supply recovery, all goods and services tax (GST) owed on that service.

Miscellaneous:

EnhancedExchange may transfer, assign, novate, or otherwise encumber or deal with (“dispose of”) the agreement, or any right or obligation under it, to any wholly-owned subsidiary of EnhancedExchange without your consent. You must not otherwise dispose of the contract or any right or obligation under it or subcontract any of its obligations under the agreement, without the prior written consent of EnhancedExchange. You are not exempted from any duties under the agreement as a result of any subcontracting arrangement. You are responsible for all actions of a subcontractor and any omissions. The parties agree that while providing the services and for five years after that, the customers shall not directly or indirectly entice, encourage, or make offers to EnhancedExchange’s employees to leave their employment with EnhancedExchange. The parties agree that neither failure nor delay on the part of any party to exercise any right, remedy, or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof.

Force Majeure:

Either party may be excused from a failure or a delay in performance, in whole or in part, in the event of, and beyond its reasonable control. All reasonable efforts remain obligatory to the party to (i) make all efforts to remove the source of its incapacity to perform its duties. The party must also communicate; hence, (ii) Though it is incumbent, it gives prompt notice to the other party of their inability or delay in performance. Such events include accident, flood, sabotage, disease, war, riot, fire, explosion, compliance with governmental laws or regulations. National defense requirements, orders or actions, are such events, or any other event beyond the reasonable control of such party, which prevents the manufacture, shipment, acceptance, or use of any products or services. However, this section is not intended for or to buffer a party against the normal risks inherent within a commercial contract, including strikes or personnel disputes of the party who is declaring force majeure.

In addition, any negligence on the part of the customer subcontractors or suppliers (other than as caused by a force majeure event suffered by such sub-contractors or suppliers) shall not constitute an event beyond the reasonable control of the customer. The parties seeking an exemption for performance must where possible, make reasonable efforts to eliminate the cause of their incapacity or delay in performance. The party seeking the performance excuse must give the other parties immediate written notice of the event and specify the nature and the estimated duration of the incident. Nonetheless, if a party does not carry out any of these general terms and conditions of purchase and trading, as a direct consequence of a force majeure case, the failure or omission shall not be deemed a violation of the order. The duties of the involved party may be deferred to the degree that the parties’ consent to the speculative execution of that duty. In addition, any damages or injuries arising out of delay shall be covered by any party alleging the excuse from the performance.

The parties who demand an excuse for the output of any goods that they possess shall not be relieved by anything in this section. In the event EnhancedExchange is unable to supply the total requirements of its customers, EnhancedExchange may allocate its available supply among its customers in a manner determined by EnhancedExchange to be fair and equitable. This event occurs if the party’s performance is excused or delayed for more than (30) thirty calendar days. EnhancedExchange has the right to terminate these general terms and conditions of purchase and trading, without any liability to the customer, if the customer performance is excused for more than twenty (20) twenty calendar days, which termination will become effective upon receipt of such notice. If the customer terminates the order, the customer’s sole liability will be to pay any balance due for products and services delivered by EnhancedExchange before receipt of the customer’s termination notice.

Variation:

Any adjustment to the terms or the purchase shall only take place if approved in writing by the authorized representatives’ signature.

Additional General Terms & Conditions for Contractors:

EnhancedExchange requires, and you must procure and ensure that your employees, agents, and contractors who will be performing services for EnhancedExchange will:

• • Obtain prior written approval by EnhancedExchange before any of the services are subcontracted;
  • Ensure that compliance and enforcement with your employees, agents, and approved contractor are aware of;
  • All laws in force;
  • Enhanced Exchange’s policies and procedures, to the extent that they are applicable; and
  • All lawful directions and orders given by EnhancedExchange or any other person authorized to provide instructions to you;
  • Carry out services, deliberately, faithfully, consistently, and efficiently per appropriate professional standards, and be liable for the cost of any remedial work;
  • Be adequately qualified for, and skilled in, the performance of the services and do not prejudice;
  • Safe working practices;
  • Safety and care of the property; and
  • Continuity of work;
  • Not interfere with EnhancedExchange’s activities or the activities of any other person at the place of performance of the services; and
  • On request by EnhancedExchange, provide to EnhancedExchange, and its employees, agents, and consultants any information and assistance required to identify evaluate, implement, and report on any matter required by law, including;
  • Producing written reports;
  • Recommending efficiency opportunities;
  • Collecting data; and
  • Monitoring or metering.

Non-Bona Fide Third Parties:

You declare and guarantee that you are not under any prohibition, restricted or limited in any way by any other agreement from entering a contract with EnhancedExchange nor from undertaking your obligations. Furthermore, you are not involved currently, nor has been involved, in any discussions and or agreements, whether verbal or written, that may be compromised in any way or lead to conflicts of interest by a possible transaction with EnhancedExchange. Should such discussions exist and result in future claims, then you are entirely liable for such claims and agree to defend and indemnify EnhancedExchange and their affiliates. This agreement is solely between you and EnhancedExchange plus their bona fide intermediaries and affiliates as expressly provided for.

Ethical Code of Conduct & Compliance:

You acknowledge and confirm that you clearly understand and will respect EnhancedExchange sustainable, ethical protocol, and moral values. You agree not to engage in any illegal activities as defined by international, federal, state, municipal, governmental authorities, and jurisdictions. You represent and certify that none of your officers, board members, or agents involved in a transaction with EnhancedExchange has been convicted of crimes involving theft, fraud, bribery, corruption, or moral turpitude in a way that lacks integrity. Moreover, you agree that none of your officers or board members is pending before any international, federal, state, municipal, governmental authorities, and jurisdictions as being debarred, suspended, or proposed for debarment or suspension. You agree to comply with all applicable laws and regulations.

You agreed not to offer, promise, or give, directly or indirectly, anything of value to any political party official or employee. You further agreed not to contribute, anything, while knowing that such item or any portion may be offered, promised, or given to any governmental authorities, jurisdictions, federal, state, municipal thereof for obtaining or retaining business. You agree that the following applies to all jurisdictions where you conduct business. You expressly agree to take no action or omits to take any action that would cause EnhancedExchange to violate any international, federal, state, or municipal laws, including any provision of the United States (U.S.) Foreign Corrupt Practices Act (FCPA) of 1977, as written or amended, and any local laws regarding bribery. You agree that none of your employees, directors, or officers has used any funds for any unlawful contribution. You agree that none of your employees, directors, or officers has used any funds for any unlawful contribution. Furthermore, no such persons used funds for any unlawful endorsement, gift, entertainment, or any other illegal activities or made any bribe, rebate, payoff, influence payment, kickback or additional similar payment to any person concerning your collaboration with EnhancedExchange.

Language:

The parties accept and consent clearly that this agreement and all subsequent documents relating to the subject matter, notices, and communications have been and will continue to be exclusively in the English language. However, all documents can be translated into other languages, but in the event of any inconsistency or ambiguity as to the meaning of any word or phrase in any such translation, the English text shall prevail.

Contact Us:

Under applicable data privacy legislation and concerning the processing of personal information, the controller of your personal data, or if you have questions about our privacy practices, you may contact us at [email protected].

GENERAL TERMS & CONDITIONS of CERTIFICATION

Definitions:

Unless otherwise agreed in writing, all offers, services, and all resulting contractual relationship(s) between EnhancedExchange, any affiliated companies of EnhancedExchange must so adhere to these certifications. Accordingly, offers plus any of EnhancedExchange agents to any person applying for certification services shall be governed by our general terms and conditions of certification. EnhancedExchange means the group, which includes association and companies, associations, and consortia wherein EnhancedExchange directly or indirectly holds shares, has prevailed influence, appoints administration or management bodies. Certification body (CB), means EnhancedExchange certification (EEC) and any member of EnhancedExchange, having the authorization to issue certificates and named in the specific terms (SP). The agreement means these general terms and conditions of certification, as well as applicable purchase orders and specifications. Customer means any legal organization or person applying for accreditation or holding one or more certificates.

Intermediary means a legal person or entity selling the certification services. The intermediary may be an affiliated person, companies, or any agents of EnhancedExchange. Specific terms mean contractual terms that supplement these general terms and conditions of certification relating to the chosen standard(s). The law implies France and local government legislation, including regulations, bylaws, orders, awards, and proclamations, common law and equity, authority requirements and consents, certificates, licenses, permits, and approvals. Including conditions concerning those consents, certifications, licenses, permits, and approvals; and guidelines of authorities (GoA) are those with which the contractor is legally required to comply. Price refers to those in the purchase order. Order means the purchase order, which is subject to EnhancedExchange trading terms. Service deliverables and specifications mean all service deliverables or specifications provided to you about the goods or services.

You do mean the supplier of the products and services named in the purchase order, and any assignable, sub-contractor, or delegate you agreed by with EnhancedExchange. EnhancedExchange reserves the right to change these terms of services (ToS) at any time, and such changes shall be binding once posted on our website www.enhancedexchange.com. Therefore, we recommend that you should access this section regularly to be updated on our most recent updated version of these general terms and conditions of certification.

Framework:

The agreement governing the relationship between the certification body and the customer is made up of these general terms (GT) and the specific terms (ST). It is referred to as an offer until signed. This agreement will prevail over any other document and shall come into effect on the last date of both parties sign the contract and end upon the expiry of the certificate(s). Should the customer not achieve its certification (s) after three years of procedure, the contract shall terminate ipso jure, without the customer being entitled to any compensation. If the customer agrees to a renewal audit offer, a new certification contract resulting in new specific terms shall then become effective. The customer shall then approve the renewal audit approximately (2) two months before the certificate term to ensure completion timely, as needed, to conduct corrective actions whose purpose is to achieve compliance with standards.

Purpose:

The purpose of this statement is to specify the conditions of the performance of a customer’s pre-audit visit directly or by an intermediary with a view to the possible certification of the said company according to a specific standard(s). The customer asks the certification body, which agrees to assess the customer’s management system, to possible delivery of one or more certificate based on one or more standards. Though, with the right to use the trademarks when a standard(s) required for a specific area of business the implementation of a guide, the certification body may provide the customer with the said guide for that chosen standard(s).

Duties of the Certification Body

Audit:

• • Assess the management system applied by the customer, as per agreement to the chosen standard(s);
  • Follow up the validity of the certificate(s) issued according to the foregoing provisions;
  • Follow up management system audits as defined.

The certification body (CB) notifies the customer of the conditions of the audits.

Certification:

After the audit, as mentioned above, and if it deems it satisfactory, the certification body shall issue the customer one or more certificate(s) in electronic format or paper. When there is an electronic certificate, it will be available on the certification body’s website (CBW) and will prove the customer’s certification in real-time. Moreover, it will be completed by one or more certification documents certifying conformity with the standard(s). The certificate(s) and certification document(s) will only cover the business and sites specified in the specific terms in the technical appendix and approved during the assessment. The certification documents, certificates, and audit reports were drawn whatever the format thereof, are issued according to a standard form that may be changed without notice by the certification body.

The customer agrees that the certification body reserves the right, at any time, to remove or add to any of the mention(s) affixed on certification document(s) or certificate(s). However, on the customer’s written request and subject to approval by the certification body’s, the certification document(s) may include information about authorization, accreditations, respective trademarks, mutual recognition agreements, and logos, etc. If the certification body refuses a request, the customer shall not be entitled to any compensation. The certification documents and certificates remain the property of the certification body and shall not be assigned, transferred, or amended in any way. Certification documents and certificates are issued for three years and are renewable for equal successive periods unless in the event of any change to the contrary.

Claims:

Should a customer dispute the certification body’s decision, the customer must bring the matter to our attention in writing by registered mail with acknowledgment of receipt to the competent authority concerned:

• • In the first instance;
  • The general management of EnhancedExchange certification;
  • In the second instance;
  • The chairperson of the supervision and improvement committee of EnhancedExchange certification;
  • The governing board of EnhancedExchange.

Trademark Rules:

The customer agrees that when sending the certificate(s), the certification body will communicate the general rules and graphic charter regarding the terms of use of the concerned trademark.

Duties of the Customer:

The customer shall comply with the relevant certification and accreditation laws, regulations, and rules. The customer must provide all assistance, coordination, information, and materials to the appropriate local authorities during any inspections. The customer undertakes to cooperate with the certification body as facilitating the pre-audit visit, work, and to pay all amounts owed to the certification body. The customer states that it complies with legal provisions. It means, particularly for the customer to:

• • Provide the certification body or its authorized representatives all required work documents, specifically those used by the customer;
  • The customer agrees to provide the certification body with means to access the inspection site as well as any equipment necessary for the pre-audit visit;
  • The customer agrees to take all required measures to help the proper performance of the pre-audit visit;
  • The customer agrees that they comply with all applicable laws and regulations, all health and safety rules;
  • The customer agrees to provide accurate, truthful, and complete information to the certification body and disclose all information of any kind that has an impact on the assessment process. More specifically, the customer shall inform the certification body of the previous certification or assessment processes it engaged in and their outcomes.

Obligations Related to the Audit:

The customer undertakes to cooperate with the certification body in facilitating compliance work and freely accepted the rules of the certification body and to pay all amounts owed to the certification body or, if necessary, to the intermediary. The customer states that it complies with legal provisions. It means, particularly for the customer to:

• • Provide the certification body or its authorized representatives with all required work documents, specifically those used by the customer, in enough time to allow the certification body to perform their work;
  • The customer agrees to provide the certification body with all the means to access the inspection site and any equipment required for its audits;
  • The customer ensures that they comply with all applicable laws and regulations, all health and safety rules;
  • The customer agrees to take all required measures to help the proper performance of the certification body’s audits;
  • The customer agrees to the attendance of a silent observer when such participation is required from the certification body by standards or agreements;
  • Duly sign and return notifications prior to any audit within the times specified therein. However, failing to reply within such period, the customer shall be deemed to agree with the terms contained in the said notifications;
  • Send the certification body by registered mail with acknowledgment of receipt, a duly detailed request challenging any auditor decision, within one day following the receipt of the audit notification.

The customer agrees to provide completely accurate and truthful information to the certification body and to disclose all data that has or could have an impact on the certification process. More specifically, the customer shall:

• • The customer agrees to provide, as needed, the certification body with the name(s) of the organization(s) providing or that have provided advisory or similar services;
  • Assistance services to achieve or increasing product or quality;
  • Assistance for general tasks whose purpose is to obtain or facilitate a certificate;
  • Full or partial handling of a customer’s management system; procedure writing, manual, and guide;
  • Communicate, where appropriate the level of actual integration, impacting the audit cycle certification;
  • Maintain and operate the customer’s quality management system continually and effectively after the certification.

The parties agree that should the customer fail to comply with these contractual obligations. The certification body may redefine the contract conditions for carrying out the audit or implement, where appropriate, the termination provision.

Obligations Related to the Certification

The Certification Cycle:

The customer undertakes to:

• • Authorize an initial certification audit in two stages on-site, during the initial certification cycle of a management system. If at the request of the customer specified in the certification contract, step (2) two are conducted immediately after step (1) one, the customer accepts not to benefit from the results of step (1) one of the audits to prepare step (2) two audit. In cases where the certification body detects any severe issues, i.e., that could give rise to deviations during step (2) two audits. The customer may decide unilaterally whether or not to maintain the date of step (2) two audit. The customer is informed that the certification audit’s results of step (1) one can cause cancellation or postponement of the audit of step (2) two. Renewal of a system management certification, an on-site audit is required, though it may include two stages whenever changes are made to the system;
  • Approve any annual follow-up audit specified in the specific terms and, as needed, any additional audit that the certification body deems necessary. The number of follow-up audits during the validity period of the certificate(s) is at least equal to (2) two, once per calendar year. In particular, the initial certification cycle of a management system’s first audit follow-up must be organized within (12) twelve months from the certification date.

The customer shall bear the costs of follow up and additional audits.

• • Provide all the necessary responses, including impacting external certification event;
  • Comply with all requirements of the standard(s) during the validity period of the certificate(s).

The customer is authorized to use under his responsibility and in their integrality, any audit report, certificate, and certification document during certification procedure:

• • If the customer has not completed the audit of renewal of the certification or if the customer cannot verify, implement, or take corrective action for any non-compliance before the expiration of the certification, then the renewal is not recommended nor validated;
  • If the customer is not able to verify the implementation of the corrections and the corrective actions for any non-compliance within six months;
  • From the last day of step (2), two in a certification audit on-site initial, which follows the expiration of the certification, in the renewal of accreditation.

It must repeat step (2) two before recommending the certification.

Exceptional Circumstance Audits:

A unique circumstance audit may be initiated when the certification body has information as to the customer’s failure to comply with its contractual duties.

Information Obligations:

The customer shall inform the certification body if any of the businesses to be certified are subject to any legal or regulatory provisions. However, compliance with such law provisions is the customer’s exclusive responsibility. The customer shall inform the certification body of the purpose of wanting to be certified, such as to secure a reduction in regulatory inspections from public authorities. Additionally, the procedure step is to obtain approval as part of a legal or regulatory procedure, at the national or international level. In such a case, should the certificate(s) being suspended or withdrawn, the customer shall promptly inform the public authorities. After obtaining the certificate, the customer shall commit itself to notify the certification body immediately of any occurrence which takes place such as:

• • Significant complaints from the customers and related parties;
  • The customer’s products or services are not in conformity with the statutory requirements, which has been identified by the legal supervision department;
  • Any accidents of quality, safety, which took place relating to the product or service;
  • Any relevant modifications such as the legal status, operation, condition, organization status or change of ownership; legal license, compulsory certification changes (CCC) or another kind of certificates; change of legal representative, top management and management representative; change of address or sites; change of quality management scopes;
  • Any other situation that is significantly impacting the operation of the quality management system (QMS).

The customer shall promptly notify the certification body of any significant change, including as to the identity of the customer, its headcount, its organization, its business, its management system, the people with decision-making power, or their representative(s). The certification body may assess the impact of such changes on the maintenance of the certificate(s). The holder of the certificate(s) should, in that event, ensure that, during the transition period and until final implementation, the new system meets the requirements of the standard(s). The various stages of the system should be identified and followed. In the event of doubt, the customer is responsible for informing the certification body of the potential problem resulting from the changes, for handling the issue together.

Use of the Trademark & Reference of the Certification:

During the validity of its certificate(s), the customer undertakes not to refer to its certification and affix, including on its website, the trademarks pertaining thereto, other than in compliance with the provisions of the Rules of the said trademark. After obtaining the certificate, the customer commits to correctly use the certificate, the certification logo, and the relevant information. It is forbidden to use the quality management system certificate, and the appropriate words or symbol in any way implies that the customer’s products or services have been certified. The customer agrees to remove the said link promptly on request should the certification body find that the contents of the customer website are not in line with its ethics or that of EnhancedExchange, or contradict a national or international normative instrument or with applicable laws and regulations. The customer agrees that after the validity period of the certificate(s), the customer shall refrain from using the trademark(s).

End of the Certification Contract:

If the certificate becomes no longer valid for any reason whatsoever, such as non-renewal or withdrawal, the customer agrees to undertake(s) steps as from the notification. Firstly, to remove any mentions of the certificate(s) and the trademark(s) from any documents and marketing material, and secondly, to cease using any reference to the certification. The customer holds available for the certification body, who may request the same, a complete list of technical documents and marketing material that the customer used.

Confidentiality:

The customer agrees to keep confidential these general terms and conditions and all proprietary information. You must maintain strict confidentiality concerning any company or customer information that you are entrusted with for use in your business. If you violate this code, either generally or concerning an issue, EnhancedExchange may either terminate its business relationship, typically or with the affected facility, or may require the affected facility to implement a corrective action plan. Such general terms and conditions of purchase and all proprietary data, revealed by, on behalf of or otherwise obtained by EnhancedExchange communication as per the order or the hereof, shall be kept confidential. This information cannot be used other than concerning the execution of your order, and you will not reveal any of these details except as needed by law and only after notification of EnhancedExchange. Confidential information concerning a party (a “Receiving Party” (RP)) means:

• • The agreement’s existence and terms;
  • Any technological, science, commerce, financial or any other information on (the “Discloser”) or any of its products, of which you become aware in connection with the agreement and all information about EnhancedExchange’s business and business processes; and
  • Any documents, notes, records, or other materials.

The parties, including their agents, staff, and contractors, shall keep secret all confidential information and not use the confidential information unless necessary to provide products or services. You must store all confidential information in a way that minimizes the risk of unauthorized access. The parties’ obligations do not cover any information that:

• • Is within the public domain as at the day of the agreement (other than because of violation of all trust obligations owed to the discloser) or which subsequently is part of the public domain; or
  • The receiving party (RP) may show by written proof, either held at the date of the agreement by the receiving party. Alternatively, the information is subsequently made available through a third-party who is not under any obligation of confidentiality to the other party;
  • The receiving party (RP) is bound to disclose the information by law.

When you are the receiver, all sensitive information must be returned immediately to EnhancedExchange, or destroy it if EnhancedExchange asks you to do so, including any confidential information held by you in information storage or retrieval system of any kind. If the certificate becomes no longer valid for any reason what so ever, the parties agree that the certification body shall make the information concerning the suspension, reduction, withdrawal, or granting of certification available to the public. In particular, the customer authorizes the certification body to disclose any information appearing on the certificate(s) and to mention the said information on its website, including in the directory of certified companies permanently, during the validity of its certificate(s). A professional confidentiality duty bounds employed or subcontracted auditors, silent observers, and any person involved in the certification process.

Therefore, the certification body undertakes not to disclose, even partially, to any person, any data that it may become aware of or obtained during the performance of the agreement, without EnhancedExchange’s prior and written consent. The parties agree that when information is legally required to be disclosed to third parties, the parties will be informed of the information that was disclosed within limits of the law. The parties agree that the certification body can provide to EnhancedExchange Group members any information it has relating to the customer, except for purely technical information contained in the audit reports. Such information related to the identification of the customer, to respective standards, and agreed to the terms. The certification body and members of EnhancedExchange Group may mention the customer in their advertising material. This clause shall remain applicable until five years after the termination of the contract.

Terms of Payment

Fees:

The fee owed to EnhancedExchange, the certification body, or, if necessary, to the intermediary is defined in the specific terms in the offer. Transport and accommodation costs (food and lodging) related to the completion of the audits shall be borne by the customer, and repaid by it to the certification body or, if necessary, to the intermediary. The parties agree that all charges are exclusive of all applicable taxes in the country concerned. Should, for any reason, the certificate issuing procedure be suspended, amounts for the work conducted or initiated by the certification body shall be owed to, or remain the property of, the certification body. Should an audit be postponed or unilaterally canceled by the customer after accepting the completion dates for the said audit, prior to the audit commencement. The certification body or, if necessary, the intermediary reserves the right to ask the customer to pay (50%) fifty percent of the price that would have been charged had the audit been conducted. If the customer requests this postponement or cancellation of less than (15) fifteen calendar days before the agreed commencement date of the said audit, (100%) one hundred percent of the price of the quoted audit will be applicable.

Payment:

For the initial certification, invoices shall be issued by EnhancedExchange, the certification body, or, if necessary, by the intermediary as scheduled hereafter: (30%) thirty percent upon the date of signature, the balance upon the date of the certification body’s decision. Thereafter, for annual follow up and renewal audits, invoices shall be issued upon each determination. The parties agree that any contrary, written agreement, fees shall be payable by bank wire transfer within (30) thirty days following the date of the invoice. No discount is granted for invoice settlement before the due date.

Cost of Borrowing:

The parties agree that if the customer fails to pay the invoice within (14) fourteen days from receipt of the invoice, EnhancedExchange will be entitled to charge interest at a rate of (5 %) five percent over the base interest rate of the European Central Bank per annum on arrears. EnhancedExchange expressly reserves the right to claim more significant damages for late payment will incur an interest charge at (1.5%) one-point-five percent minimum per month or fraction thereof. The customer agrees that the penalty is calculated on the amount of the delayed payment for the period of the delay, inclusive of the date when payment is received, without any prior notice being necessary. Payments received from the customer will be applied against outstanding interest charges first, followed by the oldest invoiced principal amount.

Payment & Purchase:

Changes in the market price of a product or services shall not release the customer from its obligations to pay the entire amount owing for the product or services, as described on the invoices. In all cases and without any statements or undertakings made by the EnhancedExchange, the receipt in arrears or partial payment of the purchase price shall not be accepted as a representation or assurances made. Though cannot be deemed a waiver of EnhancedExchange right to demand payment in full or a waiver of any right or remedy that EnhancedExchange may have on any future occasion. In the case of payment delay, EnhancedExchange is entitled to charge the customer a penalty for late payment, at statutory rates on all overdue balances to the fullest extent permitted by the law. Accordingly, it will, therefore, be calculated on a daily base of the total invoice balances. EnhancedExchange retains and has the rights of and can apply set-off and apply any amount owed EnhancedExchange by the customer under any agreement or arrangement, against any amount that is owed to the customer. Notwithstanding any endorsement or statement on any payment or any letter accompanying any payments, EnhancedExchange may, without prejudice to its right, accept any payment sum towards a balance due. However, partial payment is understood as incomplete, and balance due must be paid timely.

International Banking, Taxes & Charges:

In case of services performed outside the national territory of the certification body, the customer shall pay the authorities or the appropriate local authority, any direct and indirect national taxes or duties resulting hereto and shall undertake to provide, on request from the certification body, any necessary documents evidencing payment of such fees or duties. Each party shall bear their bank charges resulting hereto.

Reduction of the Certification Scope, Certificate Suspension & Withdrawals:

A decision to reduce the certification scope may be made if the customer fails to comply with any of the certification requirements within the certification scope.

Certificate Suspension:

A decision to suspend the certificate(s) may be made against the customer in the following cases:

• • On its request, notably in the event of a reorganization preventing it temporarily from maintaining its compliance with the standard(s);
  • On the certification body’s initiatives based either on deviations from the norm (s); or in the event of successive audit reports questioning the implementation of the management system; or the customer not allowing audits to be conducted in the required timeframe or required frequency.

To this regard, the certification body shall suspend the certificate within (5) five working days after receiving and verifying the relevant information in one of the following cases when:

• • The customer’s quality management system (QMS) has persistently or seriously failed to meet certification requirements;
  • Lack of contractual responsibilities and duties;
  • The administrative supervision department suspends the customer’s business;
  • If the local government departments identified system operational problems, the certificate shall be suspended;
  • The Administrative License, qualification certificate, certificate of compulsory certification, etc., have expired or invalided. In contrast, the application for renewal has been submitted to and accepted by the relevant administrative department but pending the renewal certificate;
  • The customer voluntarily requested a suspension;
  • Or any other situations that require suspension of the certificate.

The certificate suspension period shall not exceed six months; however, the suspension period could depend on the administrative license delivery date decided by the relevant department.

The suspension granting and expiry dates shall be clearly defined; this shall assure, in any case, the certified organization shall not use the certificate, certification mark, or refer to the certification information.

Certificate Withdrawal:

The certification body shall withdraw certification within five working days after having received and verified the relevant information in one of the following cases when:

• • The customer‘s legal status documentation has been canceled or withdrawn;
  • Refusal to cooperate with the certification and accreditation administration (CAA) of the country during its inspection or providing incorrect and falsified materials or information;
  • A significant product and service quality, safety accident has occurred when it has confirmed by the administrative department as an illegal operation of the customer;
  • Or other severe violations of the rules and regulations by the customer;
  • The customer agrees that failure to resolve the issues that have resulted in the suspension within the stated suspension period. (Including administrative license, qualification certificate, certificate of compulsory certification, etc., have invalid, but the application has not yet been approved;)
  • Quality management system (QMS) has not been ineffective or not in an operational condition;
  • The customer does not act per the relevant regulations when referring to its certification status in communication media and causing the severe impacts or the corrections requested by the certification body, which have not been performed within six months;
  • Or other situations for withdrawing the certificate.

After the certificate is withdrawn, the certification body shall take back the relevant certificate; if not, the certification body shall publish a publicly available announcement or statement of the decision. Upon suspension or withdrawal of the certification, the certification body shall publish, in a timely manner, relevant information on its website; in the meanwhile, it shall follow the procedures and requirements to notify the certification and accreditation administration of the country formally. The certification body shall have the responsibilities and duties to adopt effective measures to avoid any kind of invalid certificate and certification mark use.

Upon notification of the suspension of its certificate(s) by the certification body, the customer undertakes not to issue commercial and technical material containing a mention of its certification and not to mention the same in any manner. Should the certification scope be reduced, the customer undertakes to modify any publicity document concerning its certification. Ending the certificate suspension requires that the certification body carry out either a full audit of the management system or an initially planned to follow up inspections with a possible increase in its term. Depending on the outcome of the audit conducted, the certification body decides to end the certificate suspension or withdraw the certificate entirely. A certificate suspension does not extend the validity period of the said certificate(s).

Data Protection:

In performing the services, EnhancedExchange collects, uses, and protects personal data according to its privacy policy to be deemed as incorporated in its terms of services. EnhancedExchange shall be at liberty to disclose the order-related documents anytime to any third-party. No liabilities whatsoever shall be attached to EnhancedExchange’s act of disclosure.

EnhancedExchange will be responsible for the management of all confidential information of customer obtained or created during the performance of services:

• • EnhancedExchange will inform the customer of any information it intends to place in the public domain or when EnhancedExchange is required by law or authorized by contractual arrangements to release any information;
  • The customer agrees that all data obtained about the customer from any third-party sources (e.g., complainant, regulators) shall be confidential between the sources and EnhancedExchange and will not be shared with the customer;
  • Staff, which includes any committee members, contractors, personnel of external bodies, or individuals acting on behalf of EnhancedExchange’s shall keep all created or obtained information during the performance of its services, confidential except as required by law.

Acknowledgment of Intellectual Property Rights:

Concerning new or modified products/services, all rights, titles, and interest in any inventions, including discoveries, ideas, or improvements, whether patentable or not, acknowledgment is made of (2) two items, at minimum. Principally, (i) based upon or arising from EnhancedExchange information, or (ii) developed specifically for the customer, will belong to EnhancedExchange regardless of when they are created. If EnhancedExchange produces works of authorship for the customer under the order, the work will be deemed “works made for hire” EnhancedExchange shall retain all rights, title, and interest. Nevertheless, if action is not determined to be “works made for hire, EnhancedExchange may grant some rights, title, and interest to the customer. In each such case, a pre-requisite exists in that the documentation so affirms and is proving the establishment of EnhancedExchange intellectual property rights, and the rights granted would not be affected by anything in the order.

You agree that EnhancedExchange or its approving parties will acquire any intellectual property rights (whether unregistered or registered) (including but not limited to know-how, copyright, patents, proprietary information, database rights, and rights in registered or unapplied trademarks and designs). EnhancedExchange shall be the owner of all goodwill and intellectual property rights resulting from the use of EnhancedExchange work. The customer may not use EnhancedExchange trade names, trademarks, logos, service marks, or other proprietary marks. Nothing herein shall affect these general terms and conditions and the ownership of any intellectual property rights of EnhancedExchange, or subsequently arising with the products and services. If any of the products or services have been designed explicitly for or requested by EnhancedExchange (the “Custom Works”) all intellectual property in, and relating to, the custom works will be EnhancedExchange’s property. All intellectual property rights created by or in your name while providing the products and services will be the property of EnhancedExchange.

You assign all intellectual property rights to EnhancedExchange and reserves EnhancedExchange’s intellectual property rights in any agreement which you enter with any third-party concerning any custom works and contract. EnhancedExchange is and will remain the owner of all possible database producer rights and intellectual property rights relating in general to the provision of the Services. In particular, concerning the processes and techniques, EnhancedExchange uses to gather, present information, certificates, documents, and all other raw information collected during the Services. EnhancedExchange is free to publish, host, and store all its intellectual property rights or all data collected and to use it, for example, to offer new kinds of services or to compile data.

Cancellation & Termination:

If you are in breach of obligations under these terms and conditions, EnhancedExchange may suspend further supply or delivery, stop any goods in transit, or terminate the agreement by notice in writing to you. Alternatively, EnhancedExchange may suspend, discontinue, terminate by so acting, upon, or when they are due, or when legal proceedings are opened against or with you claiming fraud or insolvency where you are unable to pay your debts. All contracts you have with EnhancedExchange (even if they do not yet have to be paid) will be immediately due and payable upon termination, and we will not have any other responsibility to provide you with goods or services. Except prohibited to the extent under applicable legislation, (i) EnhancedExchange can cancel an order for any cause before, during, and after shipments of the products or service. If you breach any of the order’s terms, conditions are insolvent or are subject to any process under any bankruptcy or insolvency law by merely providing written notice to you and (ii) may terminate the order immediately. EnhancedExchange cannot be accountable for any of your losses, including individual, economic, indirect, consequential, or punitive loss, whether or not foreseeable.

Your obligations do not impact the termination of the contract. Therefore, all relating to warranties, indemnities, insurance, intellectual property, or confidentiality, and any such obligations will survive the termination of the agreement. EnhancedExchange reserves the right, in its sole discretion, to terminate the related services or any portion thereof at any time, without notice. You agree that no partnership, employment, joint venture, or agency relationship exists between you and EnhancedExchange as a result of this agreement. EnhancedExchange’s performance of this agreement is subject to existing laws and legal process. It is understood that there is no derogation in this agreement of the right of EnhancedExchange to comply with governmental, court and law enforcement requests or requirements relating to your use of EnhancedExchange information provided to or gathered by EnhancedExchange concerning such use.

Whether, in whole or in part, a competent court finds any of the provisions of this agreement to be unconstitutional or unenforceable under the applicable statute, including but not limited to the disclaimers as mentioned above and limits of liability, the following shall apply. Then a legal and enforceable provision that is the most closely consistent with the purpose of the invalid or unenforceable provision is deemed to be substituted. The enforceable provision shall, therefore, be enforced to the maximum extent permissible to affect the intent of the agreement as the remainder of the agreement shall continue in full force and effect. That holding provision will not affect the legality, enforceability, or validity of the remaining provisions of these general terms and conditions. This agreement constitutes the full agreement between you and EnhancedExchange unless otherwise provided for herein.

Consequently, any cause of action that you may have concerning a contract must be initiated within (1) one year of the allegation or cause of action. This agreement supersedes all previous or contemporary correspondence and proposals about the certification between you and EnhancedExchange, whether electronic, oral, or written. An original version of this agreement and any notice issued in an electronic form shall, on or relating to this agreement, be permissible in judicial or administrative proceedings. The parties agree that unless and until either party notifies the other in writing that the contract will terminate the agreement shall be renewed automatically. The parties agree to notify the other party in writing at least (3) three months prior to the expiry of the Initial term that the contract will terminate subject to the termination rights set out within the general terms and conditions of certification for the term outlined in the proposal (the “Initial Term”).

• • EnhancedExchange is entitled, at any time prior to the issue of a certificate, to terminate the contract if the customer is in material breach of its obligations and, following receipt of notice of such violation, the customer fails to remedy to the satisfaction of EnhancedExchange such breach within (30) thirty days;
  • EnhancedExchange shall be entitled to terminate the provision of the services immediately in the event of bankruptcy, insolvency, receivership, any arrangement with creditors, or cessation of business by the other party;
  • The rights and obligations of the parties, unless otherwise agreed in writing, shall apply notwithstanding termination of the contract or the completion of the services;
  • In case the customer transfers its activities to another organization, the parties agree that the transfer of a certificate is always subject to the certification body’s prior written consent. Where such approval is given, the use of the certificate by such a new organization shall be governed by the initial contract.

If the customer has not taken the required measures to lift the suspension, the certificate is withdrawn, and the contract shall terminate ipso jure. Furthermore, should any of the parties commit any material breach of any other obligation, the other party may request it to perform its obligations within one month as from the receipt of a written notice. Should the notice be inefficient, the issuing party may terminate this contract at any time by registered mail with acknowledgment of receipt and subject to a two-months’ notice after receipt. The termination of the contract implies the withdrawal of the certificate(s). In the event of any termination by the customer, not justified by the certification body’s breach of an obligation, the customer shall give up the amounts already paid, and a penalty equal to 30% of amounts owed shall be due to the certification body. On termination of a contract, the certification body undertakes to destroy any documents that are no longer necessary.

EnhancedExchange shall be entitled to automatically either terminate or suspend the provision of the Services if:

• • The customer breach of its obligations and fails to make good within (15) fifteen days of the date notified. Material breaches include, without limitation, any deliberate and willful infringement by the customer of its obligations;
  • The customer is unable to settle his debts, convenes a meeting of or compounds with its creditors, insolvent, suspend payments, or have a receiving order made against the customer. Bonafide amalgamation, reconstruction, court order made against the customer, a resolution passed for the appointment of an administrator to manage its affairs. Alternatively, have a court, administrative receiver appointed over any of their assets or undertaking, EnhancedExchange suffers any similar or analogous action in consequence of the customer debt.

Liability & Indemnification

Limitation of Liability& Indemnification:

EnhancedExchange is neither a guarantor nor an insurer and disclaims all such capacities. Customers seeking a guarantee against damages or loss should obtain appropriate insurance. However, subject to the customer’s instructions as accepted by EnhancedExchange, we undertake to dedicate all necessary means for the performance of our services. We will issue a report relating to the facts as recorded by EnhancedExchange within the limits of the instructions received and based on the representations of documents and information provided by the customer. EnhancedExchange is under no obligation to report upon, any facts or circumstances which are outside the specific scope of its assignment. Our advice is given only concerning documents and information representations provided by the customer, and EnhancedExchange cannot be held liable if it has received erroneous or incomplete information.

The customer agrees that when false information is given to EnhancedExchange by a third party, EnhancedExchange accepts no liability. EnhancedExchange undertakes to use its best efforts and to exercise skill and due care in the performance of its Services. In that event, the certification body’s obligation to the customer for damages, losses, costs, expenses, and other losses suffered where its professional liability is involved, shall not, whatever the circumstances, nature, and significance of the loss, exceed an amount equal of the audit day. The customer undertakes, in the event of any dispute by a third party, not to involve EnhancedExchange’s liability on the expected interpretation of the value of its services. The issuing of any document, whatever the medium intervention does not imply that the customer has complied, complies, and will abide by the law and regulation. Similarly, providing of services alone does not constitute notification of compliance with the requirements of statute and law notably issued by national or international agencies.

Indemnification:

The customer, however, agrees to the fullest degree permissible by law to indemnify and hold harmless EnhancedExchange, its affiliates and their directors, officers, employees, agents, and representatives from and against any liability, loss, damage, fine, cost or expense, payable monthly against invoice. The customer agrees with its preventative, plus actual costs of acting. Such cost and liability containment, which are to be prudent, responsible, timely, and firstly so commits to the degree and those also arising from reasonable attorneys’ fees or resulting from (i) Any non-conforming products or services. (i) Any non-conforming products or services. (ii) Any claims any patent, copyright, trade privilege or secret and other proprietary rights arising out of the acquisition, use or sale of EnhancedExchange goods or services. (iii) Any leakage or spillage of products or chemicals in transportation or distribution to the company, or the premises of the customer; (iv) Any violation of the terms or conditions of the order by the customer; (v) The use of any customer materials or person in the employ of the customer to perform any services under the order. (vi) the negligent acts or omissions or willful misconduct by the customer. EnhancedExchange’s subcontractor’s, employees, agents, representatives, and any person are performing services under the order.

Where, in the reasonable opinion of the customer’s, the goods or the services are likely to breach or misappropriate a patent or copyright and, in any case, where the court determines that they clearly infringe or misappropriate the goods or services. The customer shall further fully disclose and provide EnhancedExchange one of the following forms of relief to be chosen by EnhancedExchange: (a) Obtain a license on EnhancedExchange’s behalf to continue to use or sell the products or services. Second, (b) redesign the products or services so that they do not infringe or misappropriate. Without limiting the foregoing, the customer may require EnhancedExchange to re-deliver against non-conforming products or re-execute non- conforming services at the customer’s cost and expense. In the event of EnhancedExchange being held liable concerning any claim of damage, loss, or expense of whatsoever nature and however arising the account costs are cumulative and expressly limited. Its liability to the customer is, therefore, and shall be in no circumstances exceed the total aggregate fees paid for the specific single service.

• • The customer agrees that our responsibility extends only to complete production items that are checked at the time of inspection;
  • The customer also agrees that a report does not constitute evidence of shipment.

The customer shall guarantee and indemnify EnhancedExchange and its servants, agents or subcontractors against all claims made by third parties for all damage, loss, or expenses per performance or non-performance of any services. The guarantee and indemnity extend to the extent that the total sum of such claims exceeds the limitation of liability mentioned. In the event of any claim, all notices must be sent to EnhancedExchange headquarters within (7) seven days following the discovery of the facts, and no later than (3) three months from the completion of EnhancedExchange services.

Failure to Perform:

If the customer fails to satisfy any of its obligations hereunder, EnhancedExchange may recover any damages, including reasonable legal fees and any other actual by-products from the customer at its choice. Indirect, exceptional, or contingent negligence, other privileges, and remedies applicable to EnhancedExchange can be exercised. Nonetheless, none in the order would be considered to limit the EnhancedExchange’s rights against the lawful consumer or equity.

Miscellaneous:

EnhancedExchange may transfer, assign, novate, or otherwise encumber or deal with (“dispose of”) the agreement, or any right or obligation under it, to any wholly-owned subsidiary of EnhancedExchange without your consent. You must not otherwise dispose of the contract or any right or obligation under it or subcontract any of its obligations under the agreement, without the prior written consent of EnhancedExchange. You are not exempted from any duties under the agreement as a result of any subcontracting arrangement. You are responsible for all actions of a subcontractor and any omissions. The parties agree that while providing the services and for five years after that, the customers shall not directly or indirectly entice, encourage, or make offers to EnhancedExchange’s employees to leave their employment with EnhancedExchange. The parties agree that neither failure nor delay on the part of any party to exercise any right, remedy, or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof.

Force Majeure:

Either party may be excused from a failure or a delay in performance, in whole or in part, in the event of, and beyond those events of its reasonable control. All reasonable efforts remain obligatory to the party to (i) make all efforts to remove the source of its incapacity to perform its duties. The party must also communicate; hence, (ii), though, it is incumbent; it gives prompt notice to the other party of their inability or delay in performance. Such events include accident, flood, sabotage, disease, war, riot, fire, explosion, compliance with governmental laws or regulations. National defense requirements, orders, or actions are such events, or any other event beyond the reasonable control of such party, which prevents the manufacture, shipment, acceptance, or use of any products or services. However, this section is not intended for, or to buffer a party against the normal risks inherent within a commercial contract, including strikes or personnel disputes of the party who is declaring force majeure.

In addition, any negligence on the part of the customer subcontractors or suppliers (other than as caused by a force majeure event suffered by such sub-contractors or suppliers) shall not constitute an event beyond the reasonable control of the customer. The parties seeking an exemption for performance must where possible, make reasonable efforts to eliminate the cause of their incapacity or delay in performance. The party seeking the performance excuse must give the other parties immediate written notice of the event and specify the nature and the estimated duration of the incident. Nonetheless, if a party does not carry out any of these general terms and conditions of certification, as a direct consequence of a force majeure case, the failure or omission shall not be deemed a violation of the order. The duties of the involved party may be deferred to the degree that the parties’ consent to the speculative execution of that duty. In addition, any damages or injuries arising out of delay shall be covered by any party alleging the excuse from the performance.

The parties who demand an excuse for the output of any goods that they possess shall not be relieved by anything in this section. In the event EnhancedExchange is unable to supply the total requirements of its customers, EnhancedExchange may allocate its available supply among its customers in a manner determined by EnhancedExchange to be fair and equitable. This event occurs if the party’s performance is excused or delayed for more than (30) thirty calendar days. EnhancedExchange has the right to terminate these general terms and conditions of certification, without any liability to the customer, if the customer performance is excused for more than (20) twenty calendar days, which termination will become effective upon receipt of such notice. If the customer terminates the order, the customer’s sole liability will be to pay any balance due for products and services delivered by EnhancedExchange before receipt of the customer’s termination notice.

Governing Law, Jurisdiction & Settlement of Dispute Resolution:

The customer agrees that, except as set forth below, these general terms and conditions of an order set forth the entire understanding between EnhancedExchange and supplier; thus, supersede all other prior agreements concerning the subject matter. Any inconsistent terms used or contained in the supplier’s documents do not govern any transaction. The sales and purchase agreement overrides expressly the pre-printed of these general terms and conditions in this statement. These general terms and conditions govern the certification. It must be noted that these general terms and conditions in this statement may not be changed or waived except with the written approval of EnhancedExchange.

The parties agree that a dispute concerning the interpretation, the formation, or the execution of the contract, the Parties agree to attempt to reach an amicable solution. Should they not succeed in doing so, the dispute shall be submitted to the exclusive competence of the Courts of France (RoF). Exclusive of any rules concerning legislation on conflict shall be decided by one or more arbitrators named by the Rules of Arbitration (RoA) of the International Chamber of Commerce (ICC). The arbitration shall be held in English in Paris, and the laws of France shall govern these general terms and conditions of purchase. Such general purchasing terms does not affect the rules of its conflict of law. Though shall be regulated by France’s laws. In the case of any conflict arising from this agreement and the Court of Paris, shall have exclusive competence in the first instance. You consent to allow the competence of the courts of France to assess any conflict irrevocably and unconditionally.

Non-Bona Fide Third Parties:

You declare and guarantee that you are not any prohibition, restricted or limited in any way by any other agreement from entering a contract with EnhancedExchange nor from undertaking your obligations. Furthermore, you are not involved currently, nor has been involved, in any discussions and or agreements, whether verbal or written, that may be compromised in any way or lead to conflicts of interest by a possible transaction with EnhancedExchange. Should such discussions exist and result in future claims, then you are entirely liable for such claims and agree to defend and indemnify EnhancedExchange and their affiliates. This agreement is solely between you and EnhancedExchange plus their bona fide intermediaries and affiliates as expressly provided for.

Ethical Code of Conduct & Compliance:

You acknowledge and confirm that you clearly understand and will respect EnhancedExchange sustainable, ethical protocol, and moral values. You agree not to engage in any illegal activities as defined by international, federal, state, municipal, governmental authorities, and jurisdictions. You represent and certify that none of your officers, board members, or agents involved in a transaction with EnhancedExchange has been convicted of crimes involving theft, fraud, bribery, corruption, or moral turpitude in a way that lacks integrity. Moreover, you agree that none of your officers or board members is pending before any international, federal, state, municipal, governmental authorities, and jurisdictions as being debarred, suspended, or proposed for debarment or suspension. You agree to comply with all applicable laws and regulations.

You agreed not to offer, promise, or give, directly or indirectly, anything of value to any political party official or employee. You further agreed not to contribute, anything, while knowing that such item or any portion may be offered, promised, or given to any governmental authorities, jurisdictions, federal, state, municipal thereof for obtaining or retaining business. You agree that the following applies to all jurisdictions where you conduct business. You specifically agree to take no action or omits to take any action that would cause EnhancedExchange to violate any international, federal, state, or municipal laws, including any provision of the United States (U.S.) Foreign Corrupt Practices Act (FCPA) of 1977, as written or amended, and any local laws regarding bribery. You agree that none of your employees, directors, or officers has used any funds for any unlawful contribution. You agree that none of your employees, directors, or officers has used any funds for any unlawful contribution. Furthermore, no such persons used funds for any unlawful endorsement, gift, entertainment, or any other illegal activities or made any bribe, rebate, payoff, influence payment, kickback or additional similar payment to any person concerning your collaboration with EnhancedExchange.

Language:

The parties accept and consent clearly that this agreement and all subsequent documents relating to the subject matter, notices, and communications have been and will continue to be exclusively in the English language. However, all documents can be translated into other languages, but in the event of any inconsistency or ambiguity as to the meaning of any word or phrase in any such translation, the English text shall prevail.

Contact Us:

Under applicable data privacy legislation and concerning the processing of personal information, the controller of your personal data, or if you have questions about our privacy practices, you may contact us at info@enhancedexchange.com.

GENERAL TERMS & CONDITIONS of SERVICE

Definitions:

Unless otherwise agreed in writing, all offers, services, and all resulting contractual relationship(s) between EnhancedExchange, any affiliated companies of EnhancedExchange, or agents of EnhancedExchange are so governed by these definitions. These definitions do so extend out to any person offering the services, which shall be governed by these general terms and conditions of service. EnhancedExchange means the group, which includes association and companies, associations, and consortia wherein EnhancedExchange directly or indirectly holds shares, has prevailed influence, appoints administration or management bodies. The agreement means these general terms and conditions of service, as well as applicable purchase orders and specifications. Customer means any legal organization or person requesting services.

Intermediary means a legal person or entity selling the offering services. The intermediary may be an affiliated person, companies, or any agents of EnhancedExchange. Specific terms (ST) means contractual terms that supplement these general terms and conditions of services relating to the chosen standard(s). The law implies France and local government legislation, including regulations, bylaws, orders, awards, and proclamations, common law and equity, authority requirements and consents, certificates, licenses, permits, and approvals. Including guidelines of authorities with which the contractor is legally required to comply. Price refers to in the purchase order. Order means the order of the services, which is subject to EnhancedExchange trading terms.

Service deliverables and specifications mean all service deliverables or specifications provided to you about the goods or services. You do mean the supplier of the products and services named in the purchase order, and any assignable, sub-contractor, or delegate you agreed by with EnhancedExchange. EnhancedExchange reserves the right to change these terms of services at any time, and such changes shall be binding once posted on our website www.enhancedexchange.com. Therefore, we recommend that you should access this section regularly to be updated on our most recent updated version of these general terms and conditions of service.

• • EnhancedExchange acts for the persons or bodies from whom the instructions to perform have originated (hereinafter called “the customer”). No other party is entitled to instruct us, particularly on the scope of inspection or delivery of the report or certificate unless so authorized by the customer and agreed by EnhancedExchange. EnhancedExchange work will be carried out by using techniques and processes that permit an independent, impartial, and objective approach. The customer agrees that the result of the service will consist of a “Report” communicating the collection of information EnhancedExchange has been requested to supply and will be delivered as an online report, fax, or a written document. However, EnhancedExchange will be deemed irrevocably authorized to provide at its discretion the report to a third party as per the customer instructions.

EnhancedExchange will provide services following:

• • The customer’s specific instructions as confirmed by EnhancedExchange;
  • The terms of EnhancedExchange’s standard order form (SOF) or standard specification sheet (SSS) if used;
  • Any relevant trade custom, usage, or practice;
  • Such methods as EnhancedExchange shall consider appropriate on technical, operational, and financial grounds.

All inquiries and orders for the supply of service must be accompanied by sufficient information, specifications, and instructions to enable EnhancedExchange to evaluate or perform the service required. The customer agrees that no other party than the customer shall be authorized to instruct EnhancedExchange, particularly on the scope of inspection or delivery of the report.

Provision of Services:

The customer acknowledges that by EnhancedExchange, providing any services, neither takes the responsibilities or liabilities of the customer and all third parties nor releases the customer from any of their obligations. Indeed, nor EnhancedExchange otherwise assumes, abridges, abrogates, or undertakes to discharge any duty of the customer. EnhancedExchange work as an independent third party, supplies information in the form of assuring the quality of their products and ascertain recommendations for the prevention of the risks to which the customer is exposed. EnhancedExchange’s services (hereinafter singularly and collectively referred to as the “Services”) consist of work performed by EnhancedExchange, using reasonable care and skill, and per the limits of the instructions received from the customer. They may delegate the performance of all or part of the services to an agent or subcontractor. The content of the deliverable represents the review of facts and documents in existence at the time of service performance only and within the limits of the instructions received and is solely for the benefit of the customer, which is responsible for acting as the customer sees fit.

EnhancedExchange’s Obligations & Undertakings:

EnhancedExchange reserves expressly the right to act at its discretion by declining or accepting an order for services and cannot be compelled to take or be held liable for refusing a request for services such as:

• • Facilities required are out of its scope of activity or specialization;
  • Introduction of geographical problems with accessibility, such as rendering services or items located in restricted or extremely remote areas;
  • Requiring EnhancedExchange to obtain special permission to operate, such as governmental permissions.

EnhancedExchange undertakes to supply the services it has accepted to carry out under proper professional practice and compliance with:

• • The customer’s special instructions when ordering the services and as confirmed by EnhancedExchange duly sign;
  • Any relevant professional standard per trade custom, usage, or practice;
  • Such methods as EnhancedExchange shall consider appropriate on technical, operational, or financial grounds.

EnhancedExchange shall exercise due care and skill in the selection and assignment of its personnel.

Customer‘s Obligations & Undertakings:

 The customer agrees to supply all equipment and personnel necessary for the performance of such services;

• • Ensure that all the measures required for the safety and security of working conditions, sites, and installations during the execution of services will be taken care of and will not rely on EnhancedExchange’s advice whether required or not;
  • The customer agrees to inform EnhancedExchange in advance of any actual or potential, hazards and dangers associated with any order, for example, samples or testing including, the presence or risk of radiation, toxic, harmful, explosive elements or materials, environmental pollution, or poisons;
  • To fully exercise its rights and discharge all its liabilities under any relevant sales or other contracts with a third party.

The customer shall also provide EnhancedExchange free of charge suitable functioning audio/video office space for conducting meetings.

• • The customer acknowledges that it has not been induced to enter the contract and is in reliance upon the services. Nor has the customer any representation, statement, assurance, covenant, agreement, undertaking, indemnity, or commitment of any nature, or have been given any warranty whatsoever other than as are expressly set out in the general terms and conditions of service;
  • The customer has and unconditionally plus irrevocably waives any claims, rights, or remedies which it might otherwise have had in relation thereto. Any conditions or stipulations included in the customer standard request documents, which are inconsistent with, or which purport to modify or add to, our general terms and conditions of service shall not affect;
  • EnhancedExchange shall take all necessary steps to eliminate or remedy any obstacles to or interruptions in the performance of the services;
  • In order to allow EnhancedExchange to comply with the applicable health and safety legislation, the customer shall provide EnhancedExchange with all available information regarding known or potential hazards likely to be encountered by EnhancedExchange personnel during their visits. EnhancedExchange shall take all reasonable steps to ensure that while on the customer’s premises, its staff comply with all health and safety regulations of the customer, provided that the customer makes EnhancedExchange aware of the same;
  • The customer agrees to comply with all provisions under the EC directive for EC product conformity certification;

In particular, the customer may only affix the EC mark of conformity when all the requirements of that directive are met;

• • To take all reasonable steps to assure EnhancedExchange has access to the site and materials on which services will be based plus take all the necessary steps to remedy or eliminate any obstacles that may interrupt the performance of the services;
  • To provide EnhancedExchange with all the documents, information, and samples necessary to complete requested services in a timely manner and not later than (48) forty-eight hours in any event prior to the desired intervention;
  • The customer agrees to ensure that adequate instructions are given to EnhancedExchange timely to facilitate proper performance for the services requested;
  • To advise EnhancedExchange of the date on which the services are to be resumed, or to commence, and essential dates affecting the item(s) for which services are being rendered;
  • To perform all reasonable assistance to EnhancedExchange in providing all necessary information, documents, instructions, security, and safety information in connection with the working conditions, required equipment, and access (as the case may be);
  • Documents reflecting engagements between third parties and the customer or third parties’ documents, if received by EnhancedExchange, are for information only and do not extend or restrict the scope of the services or EnhancedExchange obligations.

Invoicing, Fees & Payment:

All inspections, audits, and testing are billed prior to the performance of the services in one invoice, and invoices must be settled by (T/T) transfer. All invoices are payable immediately upon receipt, each party bearing their bank charges (including intermediary bank charges if the customer’s bank does not process the transfer themselves). The customers are not entitled to retain or defer payment of any sums due to EnhancedExchange on account of any dispute, counterclaim or set-off which it may allege against EnhancedExchange. When the customer pays (10) ten days from the dated invoice, EnhancedExchange will be entitled to charge interest at a rate of (5%) five percent on arrears over the European Central Bank base interest rate per annum. EnhancedExchange expressly reserves the right to claim more significant damages for overdue payment will incur an interest charge at (1.5%) minimum per month or fraction thereof.

However, the penalty will be calculated based on the amount of the delayed payment for the period of the delay, inclusive of the date when payment is received, without any prior notice being necessary. Payments received from the customer will be applied against outstanding interest charges first, followed by the oldest invoiced principal amount. EnhancedExchange may elect to bring an action for the collection of unpaid fees in any court having competent jurisdiction.

• • The customer shall pay all EnhancedExchange ‘s collection costs, including attorney ‘s fees and related expenses;
  • As prices quoted are based on the information provided by the customer and apply to the time of submitting the fee quotation. EnhancedExchange reserves the right to increase its charges if the customer’s instructions provided are found to be not per the customer’s initial request or was used for obtaining an advantage over EnhancedExchange. The customer will be notified of any fee increase;
  • The customer agrees that additional fees shall be charged for operations that are not included in the agreement, rush orders, cancellation, or rescheduling of services or any partial or full repeats, which will be payable at EnhancedExchange’s prevailing charging rates;
  • Copy of EnhancedExchange’s prevailing charging rates is available upon request.

Cancellation charges: we accept cancellation until (14) fourteen days before the projected inspection date. Over this fixed date limit, the services booked will be charged in full. If EnhancedExchange is being prevented from performing or completing the requested services comprehensively, for any reason beyond EnhancedExchange control, such as but not limited to, inaccurate information given by the customer or representatives. The customer agrees to:

• • Reimburse all expenditure, made, or incurred concerning these services requested;
  • Pay proportion of fees due for services rendered and to release EnhancedExchange from all partial, non-performance, and responsibility of such services.

The customer agrees that in the event when the Inspection must be canceled on the projected inspection day, because of inaccurate information that was given by customers or representatives (e.g., goods not ready for I inspection despite the information provided by the customer or representatives), the working day will be considered spent. EnhancedExchange will charge the full fee to the customer as a ‘missed inspection’ fee to include those for inspection and audit orders, services, and prices based for on-site execution and scheduled day(s). Additional services, such as but are not limited to audit desktop reviews, consulting services, training, workshops, etc., may not be included in the quotations and will be quoted separately.

Payment & Purchase:

Changes in the market price of a product or services shall not release the customer from its obligations to pay the entire amount owing for the product or services as described on the invoices. In all cases and without any statements or undertakings made by the EnhancedExchange, the receipt in arrears or partial payment of the purchase price shall not be accepted as a representation or assurances made. Though cannot be deemed a waiver of EnhancedExchange right to demand payment in full or a waiver of any right or remedy that EnhancedExchange may have on any future occasion. In the case of payment delay, EnhancedExchange is entitled to charge the customer a penalty for overdue payment, at statutory rates on all overdue balances to the fullest extent permitted by the law. Therefore, EnhancedExchange retains and has the rights of and can apply set-off and apply any amount owed EnhancedExchange by the customer under any agreement or arrangement, against any amount that is owed to the customer. Notwithstanding any endorsement or statement on any payment or any letter accompanying any payments, EnhancedExchange may, without prejudice to its right, accept any balance due, partially.

Liability & Indemnification

Limitation of Liability & Indemnification:

EnhancedExchange is neither a guarantor nor an insurer and disclaims all such capacities. Customers seeking a guarantee against damages or loss should obtain appropriate insurance. However, subject to the customer’s instructions as accepted by EnhancedExchange, we undertake to dedicate all necessary means for the performance of our services. We will issue a report relating to the facts as recorded by EnhancedExchange within the limits of the instructions received and based on the representations of documents and information provided by the customer. EnhancedExchange is under no obligation to report upon, any facts or circumstances which are outside the specific scope of its assignment. Our advice is given only about documents and information representations provided by the customer, and EnhancedExchange cannot be held liable if it has received erroneous or incomplete information.

The customer agrees that when false information is given to EnhancedExchange by a third party, EnhancedExchange accepts no liability. EnhancedExchange undertakes to use its best efforts and to exercise skill and due care in the performance of its services. EnhancedExchange does not repack the goods following an inspection; the supplier should perform this service. Should the customer request EnhancedExchange repackage the goods, EnhancedExchange is not liable for any possible losses or damages incurred related to the repacking process. The customer undertakes, in the event of any dispute by a third party, not to involve EnhancedExchange’s liability on the expected interpretation of the value of its services. The issuing of any document, whatever the medium intervention does not imply that the customer has complied, complies, and will abide by the law or regulation. Similarly, providing of services alone does not constitute notification of compliance with the requirements of statute or law notably issued by national or international agencies.

Indemnification:

The customer, however, agrees to the fullest degree permissible by law to indemnify and hold harmless EnhancedExchange, its affiliates and their directors, officers, employees, agents, and representatives from and against any liability, loss, damage, fine, cost or expense, payable monthly against invoice. The customer agrees with its preventative, plus actual costs of acting. Such cost and liability containment, which are to be prudent, responsible, timely, and firstly so commits to the degree and those also arising from reasonable attorneys’ fees or resulting from (i) Any non-conforming products or services. (ii) Any claims any patent, copyright, trade privilege or secret and other proprietary rights arising out of the acquisition, use or sale of EnhancedExchange goods or services (iii) Any leakage or spillage of products or chemicals in transportation or distribution to the company, or the premises of the customer; (iv) Any violation of the terms or conditions of the order by the customer; (v) The use of any customer materials or person in the employ of the customer to perform any services under the order and (vi) the negligent acts or omissions or willful misconduct by customer.

EnhancedExchange’s sub-contractors, employees, agents, representatives, and any person are performing services under the order. Where, in the reasonable opinion of the customer’s, the goods or the services are likely to breach or misappropriate a patent or copyright and, in any case, where the court determines that they clearly infringe or misappropriate the goods or services. The customer shall further fully disclose and provide EnhancedExchange one of the following forms of relief to be chosen by EnhancedExchange: (a) Obtain a license on EnhancedExchange’s behalf to continue to use or sell the products or services. Second, (b) redesign the products or services so that they do not infringe or misappropriate. Without limiting the foregoing, the customer may require EnhancedExchange to re-deliver against non-conforming products or re-execute non- conforming services at the customer’s cost and expense. In the event of EnhancedExchange being held liable concerning any claim of damage, loss, or expense of whatsoever nature and however arising the account costs are cumulative and expressly limited. Its liability to the customer is therefore and shall be in no circumstances exceed the total aggregate fees paid for the specific single service or product.

• • The customer agrees that our responsibility extends only to complete production items that are checked at the time of inspection;
  • The customer also agrees that a report does not constitute evidence of shipment.

The customer shall guarantee and indemnify EnhancedExchange and its servants, agents or subcontractors against all claims made by third parties for all damage, loss, or expenses per performance or non-performance of any services. The guarantee and indemnity extend to the extent that the total sum of such claims exceeds the limitation of liability mentioned. In the event of any claim, all notices must be sent to EnhancedExchange headquarters within (7) seven days following the discovery of the facts, and no later than (3) three months from the completion of EnhancedExchange services.

Failure to Perform:

If the customer fails to satisfy any of its obligations hereunder, EnhancedExchange may recover any damages, including reasonable legal fees and any other actual by-products from the customer at its choice. Indirect, exceptional, or contingent negligence, other privileges, and remedies applicable to EnhancedExchange can be exercised. Nonetheless, none in the order would be considered to limit the EnhancedExchange’s rights against the lawful consumer or equity.

Cancellation & Termination:

If you are in breach of obligations under these terms and conditions, EnhancedExchange may suspend further supply or delivery, stop any goods in transit, or terminate the agreement by notice in writing to you. EnhancedExchange may further choose not to act upon when they are due, or when legal proceedings are opened against or with you claiming fraud or insolvency where you are unable to pay your debts. All contracts you have with EnhancedExchange (even if they do not yet have to be paid) will be immediately due and payable upon termination, and we will not have any other responsibility to provide you with goods or services. Except prohibited to the extent under applicable legislation, (i) EnhancedExchange can cancel an order for any cause before, during, and after shipments of the products or service. If you breach any of the order’s terms, conditions, are insolvent or are subject to any process under any bankruptcy or insolvency law by merely providing written notice to you and (ii) may terminate the order immediately. EnhancedExchange cannot be accountable for any of your losses, including individual, economic, indirect, consequential, or punitive loss, whether or not foreseeable.

Your obligations do not impact the termination of the contract. Therefore, all relating to warranties, indemnities, insurance, intellectual property, or confidentiality, and any such obligations will survive the termination of the agreement. EnhancedExchange reserves the right, in its sole discretion, to terminate the related services or any portion thereof at any time, without notice. You agree that no partnership, employment, joint venture, or agency relationship exists between you and EnhancedExchange as a result of this agreement. EnhancedExchange’s performance of this agreement is subject to existing laws and legal process. It is understood that there is no derogation in this agreement of the right of EnhancedExchange to comply with governmental, court and law enforcement requests or requirements relating to your use of EnhancedExchange information provided to or gathered by EnhancedExchange concerning such use.

Whether, in whole or in part, a competent court finds any of the provisions of this agreement to be unconstitutional or unenforceable under the applicable statute, including but not limited to the disclaimers as mentioned above and limits of liability, the following shall apply. Then a legal and enforceable provision that is the most closely consistent with the purpose of the invalid or unenforceable provision is deemed to be substituted. The enforceable provision shall, therefore, be enforced to the maximum extent permissible to affect the intent of the agreement as the remainder of the agreement shall continue in full force and effect. That holding provision will not affect the legality, enforceability, or validity of the remaining provisions of these general terms and conditions. This agreement constitutes the full agreement between you and EnhancedExchange unless otherwise provided for herein.

Consequently, any cause of action that you may have concerning a contract must be initiated within (1) one year of the allegation or cause of action. This agreement supersedes all previous or contemporary correspondence and proposals about the services between you and EnhancedExchange, whether electronic, oral, or written. An original version of this agreement and any notice issued in an electronic form shall, on or relating to this agreement, be permissible in judicial or administrative proceedings. The parties agree that unless and until either party notifies the other in writing that the contract will terminate the agreement shall be renewed automatically. The parties agree to notify the other party in writing at least (3) three months prior to the expiry of the Initial term that the contract will terminate subject to the termination rights set out within the general terms and conditions of service) for the term outlined in the proposal (the “Initial Term”).

• • EnhancedExchange is entitled, at any time to terminate the contract if the customer is in material breach of its obligations and, following receipt of notice of such violation, the customer fails to remedy to the satisfaction of EnhancedExchange such breach within (30) thirty days;
  • EnhancedExchange shall be entitled to terminate the provision of the services immediately in the event of bankruptcy, insolvency, receivership, any arrangement with creditors, or cessation of business by the other party;
  • The parties agree that unless otherwise agreed in writing, the rights and obligations of the parties shall apply notwithstanding termination of the contract or the completion of the services;
  • In case the customer transfers its activities to another organization, the parties agree that the transfer of services is always subject to EnhancedExchange’s prior written consent. Where such approval is given, the use of the services by such a new organization shall be governed by the initial contract.

EnhancedExchange shall be entitled to automatically either terminate or suspend the provision of the services in the event that:

• • The customer breach of its obligations and fails to make good within (15) fifteen days of the date notified. Material breaches include, without limitation, any deliberate and willful infringement by the customer of its obligations;
  • The customer is unable to settle its debts, convenes a meeting of or compounds with its creditors, insolvent, suspend payments, or have a receiving order made against it. The customer has a bona fide amalgamation, reconstruction, court order made against it, a resolution passed for the appointment of an administrator to manage its affairs. The customer receives or does have a court, administrative receiver appointed over any of their assets or undertaking; EnhancedExchange suffers any similar or analogous action in consequence of the customer debt.

Data Protection:

In performing the services, EnhancedExchange collects, uses, and protects personal data according to its privacy policy to be deemed as incorporated in its terms of services. EnhancedExchange shall be at liberty to disclose the order-related documents anytime to any third-party. No liabilities whatsoever shall be attached to EnhancedExchange’s act of disclosure. EnhancedExchange will be responsible for the management of all confidential information of customer obtained or created during the performance of services:

• • EnhancedExchange will inform the customer of any information it intends to place in the public domain or when EnhancedExchange is required by law or authorized by contractual arrangements to release any information;
  • The customer agrees that all data obtained about the customer from any third-party sources (e.g., complainant, regulators) shall be confidential between the sources and EnhancedExchange and will not be shared with the customer;
  • Staff, which includes any committee members, contractors, personnel of external bodies, or individuals acting on behalf of EnhancedExchange’s shall keep all information obtained or created during the performance of services, confidential except as required by law.

Acknowledgment of Intellectual Property Rights:

Concerning new or modified products/services, all rights, titles, and interest in any inventions, including discoveries, ideas, or improvements, whether patentable or not, acknowledgment is made of (2) two items, at minimum. Principally, (i) based upon or arising from EnhancedExchange information, or (ii) developed specifically for the customer, will belong to EnhancedExchange regardless of when they are created. If EnhancedExchange produces works of authorship for the customer under the order, the work will be deemed “works made for hire” EnhancedExchange shall retain all rights, title, and interest. Nevertheless, if action is not determined to be “works made for hire, EnhancedExchange may grant some rights, title, and interest to the customer. In each such case, a pre-requisite exists in that the documentation so affirms and is proving the establishment of EnhancedExchange intellectual property rights, and the rights granted would not be affected by anything in the order.

You agree that EnhancedExchange or its approving parties will acquire any intellectual property rights (whether unregistered or registered) (including but not limited to expertise, copyright, patents, proprietary information, database rights, and rights in registered or unapplied trademarks and designs). EnhancedExchange shall be the owner of all goodwill and intellectual property rights resulting from the use of EnhancedExchange work. The customer may not use EnhancedExchange trade names, trademarks, logos, service marks, or other proprietary marks. Nothing herein shall affect these general terms and conditions and the ownership of any intellectual property rights of EnhancedExchange, or subsequently arising with the products and services. If any of the products or services have been designed explicitly for or requested by EnhancedExchange (the “Custom Works”) all intellectual property in, and relating to, the custom works will be EnhancedExchange’s property. All intellectual property rights created by or in your name while providing the products and services will be the property of EnhancedExchange.

You assign all intellectual property rights to EnhancedExchange and reserves EnhancedExchange’s intellectual property rights in any agreement which you enter with any third-party concerning any custom works and contract. EnhancedExchange is and will remain the owner of all possible database producer rights and intellectual property rights relating in general to the provision of the services. In particular, concerning the processes and techniques, EnhancedExchange uses to gather, present information, certificates, documents, and all other raw information collected during the services. EnhancedExchange is free to publish, host, and store all its intellectual property rights or all data collected and to use it, for example, to offer new kinds of services or to compile data.

 Confidentiality:

The customer agrees to keep confidential these general terms and conditions and all proprietary information. You must maintain strict confidentiality concerning any company or customer information that you are entrusted with for use in your business. If you violate this code, either generally or concerning an issue, EnhancedExchange may either terminate its business relationship, typically or with the affected facility, or may require the affected facility to implement a corrective action plan. Such general terms and conditions of purchase and all proprietary data, revealed by, on behalf of or otherwise obtained by EnhancedExchange communication as per the order or the hereof, shall be kept confidential. This information cannot be used other than concerning the execution of your order, and you will not reveal any of these details except as needed by law and only after notification of EnhancedExchange. Confidential information concerning a party (a “Receiving Party”) means:

• • The agreement’s existence and terms;
  • Any technological, science, commerce, financial or any other information on (the “Discloser”) or any of its products, of which you become aware in connection with the agreement and all information about EnhancedExchange’s business and business processes; and
  • Any documents, notes, records, or other materials.

The parties, including their agents, staff, and contractors, shall keep secret all confidential information and not use the confidential information unless necessary to provide products or services. You must store all confidential information in a way that minimizes the risk of unauthorized access. The parties’ obligations do not cover any information that:

• • Is within the public domain as at the day of the agreement (other than because of violation of all trust obligations owed to the discloser) or which subsequently is part of the public domain; or
  • The receiving party may show by written proof, either held at the date of the agreement by the receiving party. Alternatively, the information is subsequently made available through a third-party who is not under any obligation of confidentiality to the other party;
  • The receiving party is bound to disclose the information by law.

When you are the receiver, all sensitive information must be returned immediately to EnhancedExchange, or destroy it if EnhancedExchange asks you to do so, including any confidential information held by you in information storage or retrieval system of any kind.

Miscellaneous:

EnhancedExchange may transfer, assign, novate, or otherwise encumber or deal with (“dispose of”) the agreement, or any right or obligation under it, to any wholly-owned subsidiary of EnhancedExchange without your consent. You must not otherwise dispose of the contract or any right or obligation under it or subcontract any of its obligations under the agreement, without the prior written consent of EnhancedExchange. You are not exempted from any duties under the contract because of any subcontracting arrangement. You are responsible for all actions of a subcontractor and any omissions. The parties agree that while providing the services and for five years after that, the customers shall not directly or indirectly entice, encourage, or make offers to EnhancedExchange’s employees to leave their employment with EnhancedExchange. The parties agree that neither failure nor delay on the part of any party to exercise any right, remedy, or privilege hereunder nor course of dealing between the parties shall operate as a waiver thereof.

Force Majeure

Either party may be excused from a failure or a delay in performance, in whole or in part, in the event of, and beyond its reasonable control. All reasonable efforts remain obligatory to the party to (i) make all efforts to remove the source of its incapacity to perform its duties. The party must also communicate, hence, (ii) though, it is incumbent it gives prompt notice to the other party of their inability or delay in performance. Such events include those as accident, flood, sabotage, disease, war, riot, fire, explosion, compliance with governmental laws, or regulations. National defense requirements, orders, or action, are such events, or any other event beyond the reasonable control of such party, which prevents the manufacture, shipment, acceptance, or use of any products or services. However, this section is not intended for or to buffer a party against the normal risks inherent within a commercial contract, including strikes or personnel disputes of the party who is declaring force majeure.

In addition, any negligence on the part of EnhancedExchange subcontractors or suppliers or the customer (other than as caused by a force majeure event suffered by such sub-contractors or suppliers) shall not constitute an event beyond the reasonable control of EnhancedExchange. The parties seeking an exemption for performance must where possible, make reasonable efforts to eliminate the cause of their incapacity or delay in performance. The party seeking the performance excuse must give the other parties immediate written notice of the event and specify the nature and the estimated duration of the incident. Nonetheless, if a party does not carry out any of these general terms and conditions of sales of the order, as a direct consequence of a force majeure case, the failure or omission shall not be deemed a violation of the order. The duties of the involved party may be deferred to the degree that the parties’ consent to the speculative execution of that duty. In addition, any damages or injuries arising out of delay shall be covered by any party alleging the excuse from the performance.

The parties who demand an excuse for the output of any goods that they possess shall not be relieved by anything in this section. In the event EnhancedExchange is unable to supply the total requirements of its customers, EnhancedExchange may allocate its available supply among its customers in a manner determined by EnhancedExchange to be fair and equitable. If the party’s performance is excused or delayed for more than (30) thirty calendar days. EnhancedExchange has the right to terminate these general terms and conditions of service, without any liability to the customer, if either party’s performance is excused for more than (20) twenty calendar days, which termination will become effective upon receipt of such notice. If the customer terminates the order, the customer’s sole liability will be to pay any balance due for conforming products and services delivered by EnhancedExchange before receipt of the customer’s termination notice.

Governing Law, Jurisdiction & Settlement of Dispute Resolution:

The customer agrees that, except as set forth below, these general terms and conditions of purchase of an order set forth the entire understanding between EnhancedExchange and supplier; thus, supersede all other prior agreements concerning the subject matter. Any inconsistent terms used or contained in the supplier’s documents. If EnhancedExchange has approved the supplier as one of its suppliers, these general terms, and conditions of purchase of that supplier application are incorporated herein. If this statement is ordering products or services from an existing sales agreement between the customer and EnhancedExchange. That overrides expressly the pre-printed of these general terms and conditions of purchase in this statement. These general purchase terms and conditions govern the purchase. It must be noted that these general terms and conditions of purchase in this statement may not be changed or waived except with the written approval of EnhancedExchange.

The parties agree that dispute concerning the interpretation, the formation, or the execution of the contract, the parties agree to attempt to reach an amicable solution. Should they not succeed in doing so, the dispute shall be submitted to the exclusive competence of the courts of France. Exclusive of any rules concerning legislation on conflict shall be decided by one or more arbitrators named by the rules of arbitration (RoA) of the International Chamber of Commerce (ICC). The arbitration shall take place in the English language, in Paris, France. The laws of France shall govern these general terms and conditions of purchase. Such general purchasing terms does not affect the rules of its conflict of law. Though shall be regulated by France’s laws. In the case of any conflict arising from this agreement and the Court of Paris, shall have exclusive competence in the first instance. You consent to allow the competence of the courts of France to assess any conflict irrevocably and unconditionally.

Laboratory Testing EnhancedExchange Decision Rule:

When a statement of conformity to a specification or a standard is required, the decision rule selected is to be communicated to, and agreed with, the customer. If a statement of conformity is requested, unless it is inherent in the requested specification or standard, EnhancedExchange decision rule will be applied.

Non-Bona Fide Third Parties:

You declare and guarantee that you are not under any prohibition, restricted or limited in any way by any other agreement from entering a contract with EnhancedExchange nor from undertaking your obligations. Furthermore, you are not involved currently, nor has been involved, in any discussions and or agreements, whether verbal or written, that may be compromised in any way or lead to conflicts of interest by a possible transaction with EnhancedExchange. Should such discussions exist and result in future claims, then you are entirely liable for such claims and agree to defend and indemnify EnhancedExchange and their affiliates. This agreement is solely between you and EnhancedExchange plus their bona fide intermediaries and affiliates as expressly provided for.

Ethical Code of Conduct & Compliance:

You acknowledge and confirm that you clearly understand and will respect EnhancedExchange sustainable, ethical protocol, and moral values. You agree not to engage in any illegal activities as defined by international, federal, state, municipal, governmental authorities, and jurisdictions. You represent and certify that none of your officers, board members, or agents involved in a transaction with EnhancedExchange has been convicted of crimes involving theft, fraud, bribery, corruption, or moral turpitude in a way that lacks integrity. Moreover, you agree that none of your officers or board members is pending before any international, federal, state, municipal, governmental authorities, and jurisdictions as being debarred, suspended or proposed for debarment or suspension. You agree to comply with all applicable laws and regulations.

You agreed not to offer, promise, or give, directly or indirectly, anything of value to any political party official or employee. While knowing that such item or any portion may be offered, promised, or given to any governmental authorities, jurisdictions, federal, state, municipal thereof for obtaining or retaining business. You agree that the following applies to all jurisdictions where you conduct business. You expressly agree to take no action or omits to take any action that would cause EnhancedExchange to violate any international, federal, state, or municipal laws, including any provision of the United States (U.S.) Foreign Corrupt Practices Act (FCPA) of 1977, as written or amended, and/or any local laws regarding bribery. You agree that none of your employees, directors, or officers has used any funds for any unlawful contribution. Furthermore, no such persons used funds for any unlawful endorsement, gift, entertainment, or any other illegal activities or made any bribe, rebate, payoff, influence payment, kickback or additional similar payment to any person concerning your collaboration with EnhancedExchange.

Language:

The parties accept and consent clearly that this agreement and all subsequent documents relating to the subject matter, notices, and communications have been and will continue to be exclusively in the English language. However, all documents can be translated into other languages, but in the event of any inconsistency or ambiguity as to the meaning of any word or phrase in any such translation, the English text shall prevail.

Contact Us:

Under applicable data privacy legislation and concerning the processing of personal information, the controller of your personal data, or if you have questions about our privacy practices, you may contact us at info@enhancedexchange.com.

CODE of CONDUCT

Outlines of compliance are provided for our company’s ethical and compliance standards for conducting business throughout the world and serves as a guide for employees when they face dilemmas where the right choice is not clear. Our code (C) is grounded in our seven guiding principles (GP), which are ingrained in our culture and serve as the root foundation for the behaviors expected from all our associates and employees in all parts of the world.

Our Principles of Instruction

Complying with the Law:

The idea behind our integrity and guiding principles adhere to the law.

Activities conducting our business as a global organization privileged to do business all over the world, we have the responsibility to comply with all the laws that apply to our activities.

With Honesty, we Conduct our Business:

We are proud of the integrity of our company and vigorously, but ethically respectfully respect the law. We do not offer or accept bribes or insufficient contributions and comply with legislation that encourages fair trade and business integrity.

We Hold Records Accurately and Honestly:

Precise and accurate records are essential in making sound business decisions and financial reporting, which remains crucial for our transactions. The exact nature of our operations must be reflected in our business information in any form.

We Respect our Corporate Obligations:

Based on confidence, our business partnerships have been in EnhancedExchange (E.E) history. Through interacting frankly, protecting the information entrusted, and upholding our responsibilities, we establish and retain business. We develop and preserve the confidence entrusted by our customers and other business partners while standing behind our commitments.

We Protect EnhancedExchange Information, Assets & Interests:

We rely on each other to serve the organization’s stewards. In how we maintain the value of our targets with daily results that are ever-present. We protect the knowledge and properties entrusted to us and avoid circumstances which can affect our business decision through personal interests.

We Are Committed to Becoming a Globally Responsible Company:

Our presence and resources enable our global reach, which in turn leads to understanding and managing our impacts as the scope of our operations encompasses almost every aspect of society. Therefore, we maintain strict standards on the environment and food safety and share our extensive knowledge and experience to help address the economic and social challenges.

Supplier Code of Conduct

Our Commitment to Helping the World Thrive:

We aim at feeding the world in a safe, sustainable, and responsible manner. EnhancedExchange understands that global food supply chains must be durable and to balance today’s needs with future generations. Only in close cooperation with our supply partners can we achieve this aim. Our supplier code of conduct (SCC) explains how we expect farmers, producers, manufacturers, and others to work with us to fulfill that purpose ethically and in compliance with applicable laws.

Our Guiding Principles:

EnhancedExchange guidelines apply to all our staff; as they form the foundation of our activities globally. In helping to keep with the same principles, our supplier code lists our supplier partners. Our shared dedication to ethical behavior and honesty is a robust and enduring cornerstone for a trustworthy and value-sharing business partnership.

Comply with the Law:

As a responsible company, we hope to share our responsibility to comply with the law with our global provider partners. We expect our partners to:

• • Know and follow the laws, regulations, tax, duty’s, and tariffs that apply to them and their business
  • Treat legal requirements as a minimum standard
  • Alert EnhancedExchange to any material issues with the products and services they supply, especially health and safety issues, regulations, tax, duty’s, tariffs, and law. This helps EnhancedExchange comply with global regulations.

Conduct Business with Integrity:

We search for business relationships based on trust, openness, and mutual accountability. We seek business relationships to:

• • Compete fairly, equally, and ethically for EnhancedExchange business
  • We never give or accept bribes, kickback, or try to capitalize on any other inappropriate opportunities in connection with EnhancedExchange business
  • Prevent conflicts of interest concerning our employees’ economic, business, or other arrangements that are considered inappropriate;
  • Work with their providers to promote business conduct according to the code

Keep Accurate & Honest Records:

EnhancedExchange expects its supplier and partners audited records to be accurate and honest. This helps us make sound business decisions and provide our stakeholders with accurate and timely information as they expect us to:

• • Keep records and books accurately, honestly and reflect all transactions;
  • Implement adequate quality control procedures and compliance procedures for goods, food, and feed protection;
  • Protect the health and safety of employees and the workplace;
  • Divulge, on request, the location of the installations and material origins to allow traceability.

Honor Commercial Bonds:

EnhancedExchange expects its suppliers to be committed to establishing fruitful business ties with truthful and mutual dedication.

EnhancedExchange expects its partners to:

• • Share our commitment of honest and transparent business
  • proactively to honor business obligations and, expeditiously and manage openly unanticipated events

Treat Everyone with Respect & Dignity:

We provide a safe workplace and value our global team’s unique contributions, enabling those who support the goals of EnhancedExchange to reach their potential to achieve their goals. Therefore, we expect our partners to stand with us in prioritizing the well-being, safety, and dignity of every person whose talents and hard, demanding work assists us in delivering our products and services.

Though we expect our supplier and partners to:

• • Provide healthy and safe working conditions throughout all their activities
  • Never allow or accept the use of forced labor, child labor or human trafficking, as defined by the international labor organization (ILO);
  • Promoting a non-harmful and non-discriminatory working environment;
  • Promote and respect the rights of employees to collectively organize

• • Meet or exceed all applicable working standards and compensation requirements

Protect EnhancedExchange Information, Assets, & Interests:

We expect our supplier partners to protect EnhancedExchange reputation and any information or property we entrust to them. We expect our supplier partners to:

• • Protect any of EnhancedExchange confidential information to which they have access, including its intellectual property, trade secrets, or financial information;
  • While under your control safeguard any property belonging to EnhancedExchange;
  • Avoid all situations that affect the interests or reputation of EnhancedExchange.

Be Committed to Becoming a Globally Responsible Company:

We depend on our suppliers to assist EnhancedExchange in nourish the world in a safe, responsible, and sustainable way. We expect our supplier partners to:

• • Maintain strict standards to promote foods, agriculture and production, animal plant and nutrition, fisheries, and aquaculture product safety;
  • Look to mitigate the effects on the environment by embracing diverse efforts that reduce deforestation, reduce greenhouse gas and waste while making appropriate use of all resources;
  • Protect water resources by reducing the use of water in their operations, avoiding contamination from their activities while minimizing the impact on surrounding communities’ water resources;
  • Support the principle of free, prior, and informed consent regarding indigenous communities’ resources and tenure rights;
  • Work with EnhancedExchange to implement sustainable processes, nutrient supplementation, planting practices, and correct problems for continuous improvement and social value.

Our Objective Towards Trustworthy Relationship:

Our goal is to build relationships of trust with ethical suppliers who follow these seven guidelines. Though we expect our supplier and partners will cooperate with those reasonable requests or additional to audit access. In the event of concerns, we will collaborate with the supplier partner to help define potential changes to improve procedures in standards. If an issue cannot be resolved or a provider is unable to participate, we reserve the right to terminate our relationship at no expense or liability of EnhancedExchange. EnhancedExchange believes in its partners and suppliers to achieve collective prosperity by working in close relationship with our partners and helping communities and the wider world to prosper. Please contact EnhancedExchange at [email protected], upon the occasion, if you see or suspect actions or business practices that you think maybe breaching our supplier code. You may contact an EnhancedExchange representative, to raise your concerns or get support. Contacting us helps, so contacting us quickly helps to prevent problems and correct any that has already occurred. All reports are handled promptly, confidentially, and reasonably.

Our Undertaking:

Even businesses with many years of operations experience can have the occasion of wrongdoing, and we are no exception. Reporting misconduct takes courage, but it is the right thing to do. EnhancedExchange does not allow retribution for someone who poses questions in good faith or is interested in taking part in an investigation. Employees who make false allegations deliberately or who offer misleading details of one’s actions may be severely disciplined. We take seriously and handle all reports of potential misconduct promptly, thoughtfully, reasonably, and confidentially.

Concern Reporting:

When you are concerned with the conduct of any EnhancedExchange employee or representative, we would like to address your concerns. If it is not possible to talk to an EnhancedExchange manager or representative or you prefer to remain anonymous, you may use EnhancedExchange ethics open line (EEEOL). EnhancedExchange is cooperating with a third-party provider to provide you with a confidential and safe way to report or raise concerns.

Responsibilities of Reporters:

Please provide as much information in detail as it is needed to begin an inquiry properly. Therefore, the more detailed information you can provide, such as the description of the incident, who was involved, location, your group or function is appreciative, for then, the clearer the event timeline and outcome inquiry may proceed.

Please Note That You Must Always Keep Your Report Code in a Safe Place:

This code is required to verify your case status or to provide the investigator with more details.

After Reporting Your Concerns Remain Engaged:

Check back often, maintaining clear communications. The investigator may have questions that need to be answered for the investigation to continue. Please answer these questions quickly and thoroughly. You must consistently remain engaged for the investigation to continue, and the investigator may need to answer questions. Though, throughout the process, please reply quickly and in-depth to these questions.

Always Provided New Information as per Your Recollection:

Always use the system to report additional information to help the inquiry. You can declare further details by calling into the hotline or by submitting information online. If the issue persists after case closure and or you perceive you have been retaliated against after reporting, the user so requests your additional reporting disclosure of either of the two methods.

Concern, Let Us Know:

EnhancedExchange takes retaliation very seriously and has a no retaliation policy that we stand behind; though, any retaliation should be reported immediately.

Reporting Concerns in EnhancedExchange Supply Chain:

EnhancedExchange is committed to sustainable foods, agriculture and production, animal plant and nutrition, fisheries, and aquaculture products production and sourcing. We believe all parts of our foods, agriculture and production, animal plant and nutrition, fisheries, and aquaculture products supply chain must be sustainable. Accordingly, it is paramount that plantations, processing, and trading operations, and all third-party suppliers act in an environmentally sustainable and socially responsible manner.  A grievance procedure is in place, and it was duly set up to provide a transparent, open, and predictable process for dealing with grievances. Communicate any claim, complaint, or concern from external parties concerning the implementation of EnhancedExchange foods, agriculture and production, animal plant and nutrition, fisheries, and aquaculture supply chain commitments. Communications may be submitted in writing, online, or by phone via Email: [email protected].

Ethical Business Conduct & Compliance:

We conduct ourselves while setting examples, acting on the belief that doing the right thing sets the foundation for long-term success. Since EnhancedExchange founding, we have been known as a company that does business legally and ethically. Our stakeholders, which include: shareholders, employees, and communities, rely on us to be thorough and rigorous, to uphold and commit to act ethically and responsibly, to honor our obligations, and to treat everyone with dignity and respect. At EnhancedExchange, we take a leadership role in advocating for ethical practices that increase transparency and accountability and reduce corruption across the whole foods, agriculture and production, animal plant and nutrition, fisheries, and aquaculture industry. EnhancedExchange code of conduct (EECOC) outlines the company’s ethical and compliance standards for conducting business.

The code is grounded in a set of guiding principles that are ingrained in our culture and serve as the root foundation for the behaviors expected from our employees, contractors, and suppliers in all parts of the world. EnhancedExchange strictly adheres to this code, and we require our suppliers to comply with this code.

Making Progress:

We have made product progress in this field and are continuing to put into place processes that help our employees. Other stakeholders understand and adhere to the company’s guiding principles. We are working to increase transparency and accountability and reduce corruption across foods, agriculture and production, animal plant and nutrition, fisheries, and aquaculture industry. We continue to make this a priority and fulfill our target.

• • Zero incidents of corrupt practices.

Ethical Trading:

EnhancedExchange is committed to maintaining the highest legal, moral, and ethical standards of honesty, integrity, and fairness in the conduct of our business. In order to meet this standard, we require each of our suppliers and their facilities to operate and act in full compliance with our ethical code, as well as with all applicable laws and regulations. This code also applies to suppliers’ affiliates and subcontractors and their respective institutions, to the extent that those facilities supply products for sale to EnhancedExchange.

Supplier Code of Ethics:

The supplier code of ethics is summarized as doing the right thing, though it must be within these requirements to complements EnhancedExchange code of conduct.

Legal Requirements:

Our suppliers must comply with all applicable contracts, international, national, state, or regional and local laws and regulations in the countries in which they operate.

Limitations on Gifts & Gratuities:

In order to maintain high ethical standards and to avoid the appearance of impropriety, EnhancedExchange directors, officers and employees will not give or receive payments or gifts in exchange for business opportunities with customers, vendors, suppliers, governmental entities, or other employees.

Human Rights:

EnhancedExchange will only initiate and renew contractual relationships with suppliers that do not violate fundamental human rights, as defined in the united nation declaration of human rights (UNDHR). This EnhancedExchange policy and relationship standard also apply to the core conventions (CC) of the international labor organization (ILO), and the ILO declaration on fundamental principles (DFP) and rights at W work (RW).

Child Labor:

EnhancedExchange’ suppliers must comply with the international labor organization core convention (ILOCC) No. 138, which generally does not permit children under the age of (15) fifteen, or (14) fourteen in less developed countries, with certain exceptions, to work in any occupation.

Freedom of Association:

Our suppliers must comply with all applicable local laws and regulations that govern the freedom of association (FoA) in the country in which they work and operate.

Forced Labor/Physical Coercion:

EnhancedExchange will not knowingly work with any supplier that uses forced, bonded, indentured, or slave labor, nor will we knowingly tolerate the use of physical or mental coercion or corporal punishment.

Wages & Benefits:

We intend to do business only with suppliers who comply with minimum wage and overtime requirements. In countries that set a maximum workweek, suppliers must comply with such requirements.

Discrimination:

EnhancedExchange’ suppliers must not discriminate based on race, gender, religion, ethnicity, nationality, or political beliefs.

Health & Safety:

EnhancedExchange requires that all supplier facilities where supply products are produced must provide a safe and healthy work environment for all employees.

Environment:

EnhancedExchange has a commitment to the communities in which it operates and a responsibility for the environments we impact. We seek to collaborate with providers that share this responsibility.

Confidentiality:

The customer always agrees to abide by, adhering to while keeping confidential these general terms and conditions and all proprietary information. You must maintain strict confidentiality concerning any company or customer information that you are entrusted with for use in your business. If you violate this code, either generally or concerning an issue, EnhancedExchange may either terminate its business relationship, typically or with the affected facility, or may require the affected facility to implement a corrective action plan. Such general terms and conditions of purchase and all proprietary data, revealed by, on behalf of or otherwise obtained by EnhancedExchange communication as per the order or that hereof, shall be kept confidential. This information cannot be used other than concerning the execution of your order, and you will not reveal any of these details except as needed by law and only after notification of EnhancedExchange.

Contact Us:

Under applicable data privacy legislation and concerning the processing of personal information, the controller of your personal data, or if you have questions about our privacy practices, you may contact us at [email protected].