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DISCLAIMER: TRANSLATION FOR CONVENIENCE ONLY

This document is a free translation of the original French Conditions Générales d’Adhésion provided solely for information and convenience purposes. This English version is non-binding. In the event of any discrepancy, inconsistency, or dispute regarding the interpretation, validity, or enforcement of these terms, the original French version shall prevail and remains the sole legally binding text.

GENERAL TERMS AND CONDITIONS OF MEMBERSHIP TO THE EXPERTS COUNCIL SAS CIRCLE OF EXPERTS

Updated on JANUARY 22, 2026

1. DEFINITIONS AND INTERPRETATION

For the purposes of these General Terms and Conditions, the following terms and expressions shall have the meanings set forth below:

  • “Applicant” (Candidat) means any individual wishing to join the Circle of Experts of Experts Council;
  • “Client” means a buyer or prospective buyer of the Company’s services to whom the Company proposes Experts;
  • “Expert” has the meaning given in Article 3.1 and includes Applicants;
  • “Assignment” (Mission) means any Service that the Company agrees to provide to a Client;
  • “Site” means the Company’s website accessible at: www.xpertscouncil.com; and
  • “Company” means Experts Council SAS, a simplified joint-stock company (Société par Actions Simplifiée), with a share capital of 47,516 euros, whose registered office is located at 28 rue Guynemer, 75006 Paris, France, registered with the Paris Trade and Companies Register under number 799 290 515 (hereinafter “Experts Council”). Experts Council SAS is the owner of the trademark “Xperts Council”.

2. PARTIES AND BASIS OF THE CONTRACT

  • 2.1 – These General Terms and Conditions govern the relationship between: (a) Experts Council SAS; and (b) Each Expert or Applicant whose details are registered on the Site.
  • 2.2 – By registering on the Site, the Expert agrees that all Services they provide to or for the Company shall be subject to these General Terms and Conditions.
  • 2.3 – These General Terms and Conditions apply to the Contract to the exclusion of any other terms that the Expert may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

3. PURPOSE

  • 3.1 – The purpose of the Company’s business is to enable its clients (investors, executives, consulting firms, or other professionals) to discuss various topics with professionals and consultants who are specialists in various fields of activity and pre-selected by the Company (the “Experts”).
  • 3.2 – Experts may thus be proposed by the Company to Clients under the conditions set out in these General Terms and Conditions.
  • 3.3 – The Experts collectively constitute the “Circle of Experts”.

4. RULES AND PROCEDURES FOR JOINING THE CIRCLE OF EXPERTS

  • 4.1 – Applicants must apply for membership in the Circle of Experts to the Company’s representatives via a dedicated form on the Company’s Website.
  • 4.2 – To join the Circle of Experts, the Applicant must provide the Company’s representatives with all relevant biographical and professional information allowing them to evaluate the application, and complete the questionnaires made available by the Company.
  • 4.3 – Applicants shall, in particular, ensure that they complete the ethics questionnaire, also known as the “compliance” questionnaire, to validate their application for membership in the Circle of Experts.
  • 4.4 – In the context of the application, the Applicant undertakes that:
    • All information provided during the application process is accurate, complete, and up-to-date, and accurately represents the Applicant’s background and current professional situation;
    • The Company is entitled to verify any information provided by an Applicant; and
    • They shall provide any additional information that the Company deems necessary to properly evaluate their application.
  • 4.5 – The Applicant warrants to the Company that, prior to any application to join the Circle of Experts, they have ensured that they are authorized to provide consulting services to Clients and to fulfill any Assignments potentially proposed by the Company.
  • 4.6 – If an Applicant is subject to a current employment contract or any other document governing their professional activities (agreements, bylaws, rules, etc.), the Applicant shall ensure that such documents contain no provisions prohibiting their participation in an Assignment. Where applicable, the Applicant confirms that the necessary authorization has been obtained from their employers or contracting parties, and they hold the Company harmless from any adverse consequences resulting from the failure to obtain such authorizations.The Applicant shall declare in writing to the Company any position held with a government or public body within the last two (2) years, particularly if the assignment relates to sensitive or regulated topics.

    The Applicant declares that they have never been convicted, nor been the subject of an investigation, proceeding, or administrative or judicial measure for insider trading, market abuse, money laundering, fraud, offenses involving dishonesty, or any equivalent offense in any jurisdiction whatsoever.

    The Applicant also attests that they have not been the subject of any order, judgment, or measure issued by a regulatory or supervisory authority, particularly under Articles 432-11 to 432-15 and 434-9 of the French Penal Code regarding breaches of probity, influence peddling, and failure to report offenses.

    Pursuant to Article 17 of Law No. 2016-1691 of December 9, 2016 (known as the “Sapin II Law”), the Consultant undertakes to fully cooperate with EXPERTS COUNCIL SAS’s compliance obligations, including by providing any required declaration of status and immediately reporting in writing to EXPERTS COUNCIL SAS any investigation, proceeding, or accusation concerning them related to the offenses referred to in this article.

    EXPERTS COUNCIL SAS reserves the right to suspend or terminate any Assignment or collaboration in the event of a breach of this obligation or an identified risk to the Client or itself.

  • 4.7 – The Applicant is solely responsible for their decision to apply for membership in the Circle of Experts and to accept or decline Assignments proposed by the Company. The Applicant shall therefore hold the Company harmless against any potential recourse from their employer(s) or co-contractor(s).
  • 4.8 – The Applicant warrants to the Company that their application is strictly personal and is not made on behalf of a third party. No membership in the Circle of Experts may be solicited on behalf of a third-party entity without the prior separate written agreement of the Company’s representatives. A request to this effect may be sent to: Experts Council SAS – 28 rue Guynemer, 75006 Paris (France).
  • 4.9 – After reviewing the information provided by the Applicant, the Company may, at its sole discretion, accept or reject the application. The Company shall not be required to justify its decisions or consider any appeal.
  • 4.10 – The Applicant may at any time interrupt or abandon their application to join the Circle of Experts.

5. STATUS OF EXPERTS

  • 5.1 – Experts fulfill their mission as independent contractors. Nothing in these General Terms and Conditions or in any contract concluded between the Company and the Expert shall render the Expert an employee, agent, or partner of the Company.
  • 5.2 – The Expert shall be fully liable for and shall fully indemnify the Company against any liability, assessment, or claim for: (a) Any taxation whatsoever arising from or made in connection with the performance of an Assignment, where such recovery is not prohibited by law; and (b) Any claim relating to the existence of an employment contract, a confidentiality agreement with a third party, or any claim based on employee status brought by the Expert against the Company in connection with the provision of services within the framework of an Assignment or otherwise, unless such claim results from an affirmative act or omission by the Company. The Company may recover this indemnity (in whole or in part) by way of set-off against any sums due to the Expert.
  • 5.3 – Upon receiving the Expert’s consent, the Company will conduct a background check on the Expert.
  • 5.4 – Payment Terms (a) Experts may only invoice the Company for work performed in the context of an Assignment upon its completion and after agreement on the time spent in accordance with Article 7 herein. (b) To enable the Company to pay the Expert’s remuneration, the Expert shall provide the Company with their bank details and all information necessary for payment. If the Expert fails to provide their bank details and necessary payment information within twelve months following the completion of an Assignment, the remuneration for that Assignment shall be deemed waived by the Expert. (c) The Expert must ensure full compliance with all social security and tax laws and regulations before performing any Assignment. The Expert shall discharge all taxes, duties, or levies applicable to their personal and professional situation. The Company is not responsible for payments to be made in this regard. (d) The Expert’s invoices shall be paid by the Company within 30 days of their issuance. Remuneration shall be net of any applicable VAT, it being specified that this remuneration must be subject to VAT at the applicable rate when the Expert’s intervention falls within the scope thereof. (e) Upon request, the Company shall provide reasonable assistance to the Expert for the issuance of their invoice.

6. PARTICIPATION IN ASSIGNMENTS – PRINCIPLES AND PROCEDURES

  • 6.1 – After joining the Circle of Experts, the Applicant is liable to be solicited by the Company to participate in one or more Assignments.
  • 6.2 – Clients making Assignment requests will provide a description thereof and of the type of expertise required.
  • 6.3 – An Assignment will take place via telephone, video conference, or one or more physical meetings and may involve the submission of written documents by the Expert, of which Experts Council must be informed in advance by the Expert. The Expert shall hold the Company harmless against any potential recourse from their employer or co-contractor, or from the Client, regarding the content of written documents submitted by the Expert to the Client during a physical meeting. The Expert shall not provide any written document during an Assignment that is likely to infringe, misappropriate, or conflict with the Intellectual Property rights of a third party. The Expert may not use the name of Experts Council, or any other logo or distinctive sign of Experts Council, without the prior written consent of Experts Council.
  • 6.4 – Assignments may be categorized into the following three broad categories:
    • Physical interviews, telephone calls, or video conferences, giving rise to pro-rata remuneration in accordance with the provisions of Article 7.1 below;
    • Other Assignments, of a half-day or more, which are subject to specific conditions;
    • The recruitment of “Senior Advisors,” independent directors, or employees on behalf of the Client or its subsidiaries.
  • 6.5 – Upon being entrusted with an Expert search Mission, and provided that the Client has not previously designated the Expert they wish to intervene, the Company will select the Experts it considers most appropriate and transmit their profiles to the Client for approval. Subject to the Client’s agreement, the Company will contact the selected Expert to propose participation in the Assignment (the “Assignment Offer”).
  • 6.6 – Experts contacted by the Company must accept the Assignment Offer within 24 hours. Experts must consider in good faith whether they accept the Assignment Offer and must, in particular, evaluate their capacity to fulfill the Assignment and the subject matter thereof. Experts remain entirely free to accept or refuse an Assignment Offer.
  • 6.7 – The Assignment Offer will only be confirmed by the Company after obtaining a written agreement signed by the relevant Client; until such confirmation, the Assignment Offer may be withdrawn by the Company at any time and for any reason.
  • 6.8 – If an Assignment Offer is accepted by an Expert in accordance with this Article 6, the Expert must execute the Assignment if it is confirmed by the Company in accordance with Article 6.7. This Assignment shall then be executed by the Expert according to the terms provided in the Assignment Offer, including the deadlines specified therein.
  • 6.9 – All Assignments are organized by the Company. Clients are not authorized to contact an Expert directly without the prior written agreement of the Company. If such contact is established without the Company’s written agreement, the Company shall have no obligation to pay the Expert for any work undertaken for that Client. The Expert must immediately inform the Company and refuse any direct solicitation that may come from a Client. For example, a Client may not, without the Company’s intervention, solicit the same Expert for subsequent telephone conversations following a first call; extend the scope of an assignment; or request a written document.
  • 6.10 – Clients are not authorized to solicit the Experts’ contacts, and Experts must ensure that they only propose contacts to Clients through the Company. Any breach of this rule will result in immediate exclusion from the Circle of Experts, and the Company shall have no liability toward the excluded Expert as a result. This exclusion is without prejudice to any recourse or action that the Company may initiate against the Expert based on non-compliance with these General Terms and Conditions.
  • 6.11 – The Expert may not delegate or subcontract the performance of all or part of an Assignment to a third party without the prior agreement of the Company.
  • 6.12 – The price due to the Expert by the Company for each Assignment will be calculated in accordance with the provisions of Article 7.
  • 6.13 – At the end of each Assignment, the Client will be invited by the Company to complete an evaluation form regarding the Experts who performed the Assignment.
  • 6.14 – The Company provides no undertaking regarding the rate, number, and volume of Assignment Offers that will be sent, if any, to an Expert.

7. REMUNERATION – PRINCIPLES AND PROCEDURES

  • 7.1 – Physical or telephone interviews and video conferences of less than half a day. The Expert will be remunerated based on the time spent on each Assignment (excluding time spent validating their professional competence), according to the rates (pro-rata temporis) indicated to the Company upon registration. These rates may be modified by the Expert prior to the acceptance of a given Assignment Offer. Preparation time for any Assignment is, unless duly agreed in advance with the Company, unremunerated. At the end of the Assignment, the Expert shall provide the Company with a statement detailing the time they dedicated to the Assignment. If the Client disputes the Expert’s declaration, the Company will act in good faith to reconcile the positions of the Client and the Expert. If the disagreement persists for more than 7 days, the Company may, at its sole discretion: (i) decide to fix the amount of remuneration due to the Expert based on the duration of the Assignment asserted by the Client, or (ii) request the Client and the Expert to resolve the dispute through mediation involving a mediator, according to a procedure proposed by the Company.
  • 7.2 – Assignments of a half-day or more Assignments of a half-day or more will be remunerated on a flat-fee basis according to a daily rate fixed in advance by the Expert and as potentially adjusted before each Assignment Offer is accepted by the Expert.
  • 7.3 – Fixed Fees (a) In the event that a fixed or capped fee has been agreed in advance for an Assignment (e.g., for competence validation interviews, half-day or multi-day Assignments), the Expert must inform the Client and the Company in the event of exceeding the time agreed in advance. The Assignment will then be suspended until an agreement is found with the Client and the Company receives the additional fees. In the absence of an agreement, the Assignment will be interrupted. (b) The Company will not pay the Expert for any excess time relative to the time agreed in advance, unless and until it is agreed in writing between the Company and the Client.
  • 7.4 – Abandonment by the Expert No payment shall be due by the Company to the Expert if an Assignment is abandoned by an Expert while it is in progress, except in cases of force majeure, and subject to any recourse or action by the Company against the Expert.
  • 7.5 – Termination of an Assignment by the Client No payment shall be due by the Company to the Expert if an Assignment is terminated by a Client before its commencement. In the event of abandonment by the Client of an Assignment during its performance, the Expert shall be entitled to:
    • Their remuneration calculated pro-rata temporis for the time actually spent on the execution of the Assignment until its abandonment; or
    • In the case of remuneration fixed in advance, the entirety of the initially agreed remuneration.
  • 7.6 – Currency The currency of remuneration for Experts is the Euro.

8. PROVISION OF SERVICES BY EXPERTS

  • 8.1 – The Expert must provide their services to the Company and the Client in accordance with professional standards (règles de l’art). They must at all times comply with these General Terms and Conditions and all applicable laws and regulations. They must use their best efforts to complete the Assignments within the deadlines set by the Client.
  • 8.2 – The Expert must refuse or suspend their participation in any Assignment that could pose a conflict of interest or contravene any applicable law or their commitments to their current or former employers or contracting parties.
  • 8.3 – The Expert must share with the Company and the Client:
    • Only their own ideas, analyses, and personal reflections derived from their professional experience;
    • No personal data of any individual;
    • No non-public information concerning publicly traded companies, no trade secrets, no confidential information, or any element whose disclosure would be contrary to any intellectual property right.
  • 8.4 – The Expert undertakes to refuse to answer any question regarding a company for which they:
    • Currently exercise an activity;
    • Or have exercised an activity as an employee, service provider, or collaborator;
    • Within a period of less than two (2) years from the date of cessation of such relationship.
  • 8.5 – In case of doubt as to the nature of a Client request, the Expert must suspend their Assignment and immediately inform the Company via email at compliance@xpertscouncil.com.
  • 8.6 – Experts are strictly prohibited from directly or indirectly providing any investment, legal, financial, accounting, or medical advice to a Client, including, without limitation, any recommendation, rating, evaluation, or opinion relating to a financial instrument, security, or investment transaction, purchase, or sale of securities or assets. This provision also applies to Experts who practice or are employed in regulated professions (e.g., doctors, lawyers, or financial investment advisors).
  • 8.7 – If an Expert identifies a conflict of interest during their participation that cannot be resolved to the reasonable satisfaction of the Company and the Expert, they must interrupt the Assignment, and the Company cannot be held liable for any resulting losses. The Company must provide the Expert with as much information as possible regarding the Client’s Assignment Offer (respecting confidentiality obligations) to assist the Expert in identifying conflicts of interest in advance.
  • 8.8 – The Expert undertakes to keep all of their biographical and professional information up to date. The Company retains the right to verify the accuracy of this information at any time and may request any additional information it deems necessary. The Company shall be entitled to terminate the Expert’s membership in the Circle of Experts without indemnity if this information is inaccurate.
  • 8.9 – If the Company wishes to include information regarding an Expert on the Site, it must obtain their prior authorization. However, the Expert expressly authorizes the Company to disclose such information to any Client who proposes an Assignment in their field of expertise.
  • 8.10 – The Expert undertakes not to directly solicit other members of the Circle of Experts for any project whatsoever, without the prior agreement of the Company.
  • 8.11 – Within the framework of the Company’s quality management policy, the Company has the right to attend any meeting between the Expert and the Client as an observer, but may not do so without prior notification to the Expert and the Client.
  • 8.12 – The Expert acknowledges and agrees to comply with applicable anti-corruption laws including, but not limited to, anti-corruption laws, rules, or regulations applicable in the United States (including, but not limited to, the FCPA – Foreign Corrupt Practices Act – of the US Department of Justice), the UK Bribery Act 2010 in the United Kingdom, in France (including, but not limited to, the SAPIN II Law), and more broadly throughout the European Union (including, without limitation, Directive (EU) 2017/1371).

9. RECORDINGS AND TRANSCRIPTS

The Company informs the Expert that by using its telephone interview or video conference services, the Expert authorizes the Company to record them and produce written transcripts thereof. The Client will receive a notification at the beginning of the interview and may freely and beforehand refuse the recording of the telephone interview or video conference. These recordings and their transcripts may be stored by the Company, and the transcripts may be distributed by the Company, it being specified that the Expert’s identity is systematically redacted (anonymized). The Expert assigns, without territorial limitation, the exclusivity of intellectual property rights (including, without limitation, copyrights) of the recordings of the telephone interviews in which they participate and their transcripts to the Company. It is notably agreed that the Company has the right to use, distribute, reproduce, publish, modify, edit, summarize, adapt, sub-license, in whole or in part, in any language or format and on all media, these transcripts (and their content) for commercial or non-commercial purposes.

10. NON-SOLICITATION

  • 10.1 – The Expert shall not take advantage of their membership in the Circle of Experts to sell and/or promote their own products and/or services or those of a company for which they work or in which they hold shares.
  • 10.2 – Experts are prohibited from directly soliciting Clients for any reason whatsoever, without the prior written agreement of the Company, including in particular for the provision by the Expert of consulting services to the Client.
  • 10.3 – Article 10.2 remains in force for twelve months after the completion of the last Assignment for the Client or, in the absence of an Assignment, from the introduction of the Expert to the Client by the Company.
  • 10.4 – The Expert shall not hire personnel employed by the Company or by a Client as long as they are a member of the Circle of Experts, and during the twelve months following their withdrawal from the Circle of Experts, without the prior written agreement of the Company or the relevant Client. In the event of a breach of the above obligation, the defaulting Expert shall pay to the Company, as a lump-sum and final indemnity (liquidated damages), and upon the first request of the latter, a sum corresponding to 30% of one (1) year of gross remuneration (including all charges) of the concerned employee.

11. WITHDRAWAL FROM THE CIRCLE OF EXPERTS

  • 11.1 – Membership in the Circle of Experts is not exclusive and does not include a minimum commitment period.
  • 11.2 – The Expert may terminate their membership in the Circle of Experts at any time by informing the Company by email at contact@xpertscouncil.com, provided that such termination shall only take effect after the completion of all Assignments in which the Expert is participating.
  • 11.3 – The Company may, upon written notice to the Expert, at its sole discretion, terminate the Expert’s membership in the Circle of Experts at any time, without cause and without indemnity.
  • 11.4 – Following the cessation of an Expert’s membership in the Circle of Experts:
    • The Company will remove all information relating to the Expert from the Site and its databases.
    • The Expert must return all documentation provided to them by the Company and/or by a Client within 15 days of termination, with the exception of documents that the Expert is required to retain by law.

12. LIABILITY

  • 12.1 – The Company does not participate in the development of the content of the expertise provided during exchanges between the Expert and the Client. Consequently, the Company shall not be held liable for the quality, accuracy, relevance, or legality of the information, advice, diagnoses, or recommendations issued by an Expert. The latter acts under their own professional responsibility and is the sole guarantor of the content they produce. The Company cannot be held liable for direct or indirect damages resulting from the use or interpretation of the content provided by an Expert.
  • 12.2 – The Expert indemnifies the Company against any claim, action, or recourse by third parties resulting from a breach of their obligations, and undertakes to indemnify the Company for any prejudice suffered due to:
    • The negligent performance or non-performance of the Expert’s obligations related to the Assignment towards the Company and/or the Client; and/or
    • Non-compliance with these General Terms and Conditions.
  • 12.3 – The Company uses an Artificial Intelligence System (AIS) to redact personal data from any recording reporting exchanges between the Expert and the Client. The Expert acknowledges that these systems may present technical limitations, algorithmic biases, or interpretation errors. Consequently, the Company shall not be held liable for direct or indirect damages resulting from a decision or information provided by the AIS, except in cases of proven misconduct, gross negligence, or breach of legal obligations. The Company undertakes to implement human supervision, quality control, and transparency mechanisms to limit the risks linked to the use of the AIS.
  • 12.4 – The Company shall have no liability toward the Expert and/or any third party for:
    • The execution of any Assignment;
    • The performance of any member of the Circle of Experts during an Assignment in which the Expert participates;
    • The consequences of any conflict of interest, whether real or perceived;
    • The Expert’s membership in the Circle of Experts.
  • 12.5 – Nothing in these General Terms and Conditions shall or is intended to exclude, limit, or restrict the liability of the Company or the Expert for:
    • Any fraud or fraudulent misrepresentation;
    • Death or personal injury;
    • Any other matter for which liability cannot be excluded, limited, or restricted by law.

13. CONFIDENTIALITY

  • 13.1 – Obligations of the Expert The Expert must keep confidential all information relating to Assignments (subject matter, questions asked, pricing conditions) as well as the identity of the Clients on whose behalf they are performed. The Expert undertakes not to involve any third party during Assignments via telephone, video conference, or during physical meetings. If the Expert retains information obtained in the context of their relationship with the Company, they undertake to use it only strictly within the framework of this relationship. Any use for personal or professional purposes, particularly commercial, is formally prohibited. The Expert undertakes not to exploit this information, directly or indirectly, for the benefit or to the detriment of the Company, its Clients, or any other third party. This Article 13.1 shall remain in force for a period expiring five (5) years after the end of the Expert’s membership in the Circle of Experts.
  • 13.2 – Obligations of the Company The Company may disclose, in compliance with legal provisions, information provided by the Expert to the extent necessary to facilitate a sale, acquisition, joint venture, or partnership that the Company concludes or contemplates concluding. Before disclosure, the Company will ensure that it enters into a confidentiality agreement with the recipient of this information, the scope of which is not inferior to the provisions of this Article 12.5 (Note: Reference from original text maintained). The Company must protect the information provided by the Expert, but may use and analyze it for the purposes of its business. The Company must not publish information on the Site or any public information concerning an Expert without their consent. If an Expert has consented to appear by name on the Site, they may withdraw this consent at any time, and the Company must remove the information from the Site within eight (8) days following receipt of the request. The Company may disclose information about the Expert to the extent it is required to do so by law or by any judicial or regulatory proceeding. If the Expert so requests, the Company will not disclose specific information relating to the Expert, unless required under Article 12.5 (Note: Reference from original text maintained).

14. DATA PROTECTION

The Company complies with the General Data Protection Regulation (GDPR) under the conditions set out in the Privacy Policy accessible at the following link: https://xpertscouncil.com/fr/politique-de-confidentialite/

15. VAT

  • 15.1 – All sums payable under these General Terms and Conditions, unless otherwise indicated, are exclusive of VAT and other duties or taxes.
  • 15.2 – Any VAT or other duty or tax payable in respect of these sums must be added to such sums.

16. MISCELLANEOUS

  • 16.1 – Notices Any notification between the Company and the Expert will be made by email and, to the extent expressly required by any agreement governed by these General Terms and Conditions, confirmed by registered letter with acknowledgment of receipt. Such notifications must, in the case of the Company, be sent to: EXPERTS COUNCIL SAS Attn: The President 28, rue Guynemer 75006 Paris (France) Email: contact@xpertscouncil.com The Company and the Expert must inform each other of any change of address at least eight (8) days before the change takes effect.
  • 16.2 – Waiver Any failure to exercise or delay in exercising a right or remedy provided in these General Terms and Conditions or by law does not constitute a waiver of that right or remedy or a waiver of any other right or remedy. A waiver of a breach of these General Terms and Conditions does not constitute a waiver of any other breach and does not affect the other stipulations of said General Terms and Conditions. The rights and remedies provided by these General Terms and Conditions are cumulative and (subject to provisions to the contrary in these General Terms and Conditions) are not exclusive of any right or remedy granted by law.
  • 16.3 – Severability / Unenforceability of a Provision If any of the provisions of these General Terms and Conditions is declared null or unenforceable under a law, regulation, or following a final decision by a competent court, such nullity or unenforceability shall not affect the other provisions of these General Terms and Conditions. The Company shall replace such provision with a new stipulation that achieves, to the extent possible, the same effect. In the event of refusal by the Expert, the latter may terminate their membership in the Circle of Experts in accordance with the provisions of Article 10.
  • 16.4 – No Partnership These General Terms and Conditions do not constitute, and are not intended to constitute, a form of association, joint venture, or partnership. Neither the Client nor the Company has the power to bind the other.
  • 16.5 – Amendments The Company is entitled to modify all or part of these General Terms and Conditions at any time. The Company undertakes to inform the Expert prior to the effective date of these new General Terms and Conditions. In the event of disagreement with the proposed modifications, the Expert may request their withdrawal from the Circle of Experts, in accordance with the stipulations of Article 10.2 above.
  • 16.6 – Presumed Acceptance By validating these General Terms and Conditions on the Company’s website, the Expert expressly acknowledges having read them and adhering to them fully and without reservation.
  • 16.7 – Governing Law and Jurisdiction These General Terms and Conditions and any other agreement formed hereunder shall be governed by and construed in accordance with French law. The Expert and the Company irrevocably submit to the exclusive jurisdiction of the Commercial Court of Paris (Tribunal de commerce de Paris), even in the event of third-party appeals or multiple defendants, for any claim or matter arising from or in connection with this contract.