Breakfast on 17 November 2017

Cabinet LEXEL Juridique & Fiscal, société anonyme avec Administrateur Général au capital de 15.000.000,00 Ariary ayant son siège social à l’Immeuble Tana Water Front, Ambodivona – 101 Antananarivo – Madagascar, inscrite au Registre du Commerce d’Antananarivo sous le numéro 2005 B 00526 et portant les numéros d’immatriculation fiscale 2000000488 et statistique 69102 11 2005 0 00834, représentée par Monsieur Olivier RIBOT

1- GENERAL CLAUSE

These General Terms and Conditions have for purpose to define the conditions and modalities of execution of the services provided by LEXEL JURIDIQUE & FISCAL, in its capacity as Legal Counsel, to its Clients.
All fee proposals issued by LEXEL JURIDIQUE & FISCAL shall be governed under the present Terms and Conditions.
Unless otherwise provided in writing, no condition other than those herein comprised shall legally bind LEXEL JURIDIQUE & FISCAL. The Terms and Conditions shall prevail on any other condition comprised in our written or verbal communications, such as the Client order, the purchase terms and conditions of the Client, whether such conditions modify or not these General Terms and Conditions.

2- PURCHASE AND FEE PROPOSAL

Upon reception of the purchase order or request for fee proposal of the Client, LEXEL JURIDIQUE & FISCAL shall address a fee proposal by e-mail or on printed format within a timeframe of maximum three (3) business days.
Unless otherwise provided, the fee proposal addressed to the Client, to which shall be attached the present General Terms and Conditions, shall be valid for a thirty (30) day period upon its date of issuance.
Upon acceptation by the Client of the fee proposal, the Client shall be deemed to have accepted these General Terms and Conditions of Services.

3- FEES

The fees applicable to the services provided by LEXEL JURIDIQUE & FISCAL are fixed in the fee proposal.
The provided fees are exclusive of VAT and disbursements, which shall be at the expense of the Client.

4- PAYMENT CONDITIONS

4.1 Terms of payment

Except with the prior written consent given by LEXEL JURIDIQUE & FISCAL, the start of the services is made upon the payment by the Client, by check or by bank transfer, of a provision:
– of 50% on the amount of the fees,
– of 100% of estimated disbursements expenses. However, it can not be excluded that the administration claims the payment of additional fees during the formalities.
The balance of the invoice of our fees is to be paid on the date of reception of the completion of the assignment.
Bank fees and commissions related to the payment of fees and / or disbursements are the responsibility of the Client.

4.2 Penalties for late payment

In case of a delay in payment, LEXEL JURIDIQUE & FISCAL shall have the right to apply penalties at the applicable interest rate on the amount owed by the Client and to claim any expenses related to the recovery of the outstanding amounts such as the judiciary fees invested for the recovery of fees.

4.3 Assignment cancellation

In the event of cancellation of the assignment by the Client, a portion of the disbursements and the balance of the paid invoice will be able to be repaid, after an evaluation of the costs and disbursements incurred by LEXEL JURIDIQUE & FISCAL is made until the date of the notification of the cancellation of the assignment.

5- PROVISION OF SERVICES

5.1 The delivery timeframes comprised in fee proposals are provided on an indicative basis.
Unless LEXEL JURIDIQUE & FISCAL provides its written approval, the delays may not give rise to the cancellation of the Client order nor to the payment of late penalties.
5.2 In the communications between LEXEL JURIDIQUE & FISCAL and the Client, biding documents are those printed on paper and signed by the partner in charge, or by a manager.
5.3 LEXEL JURIDIQUE & FISCAL shall not be held liable for the damages caused to a Client due to the communication of documents by electronic mail, including when such documents have requested by the Client. All communications by electronic mail shall be confirmed by a paper version.
5.4 LEXEL JURIDIQUE & FISCAL may request work meetings with the Client for the duly execution of the services.

6- INFORMATION AND DOCUMENTS

The Client shall provide LEXEL JURIDIQUE & FISCAL all documents and information necessary for the execution of the services.

7- LIABILITY

LEXEL JURIDIQUE & FISCAL shall be held liable, in compliance with the practice of the profession, through its work, subject to changes of doctrine, jurisprudence or administrative interpretations of which the retroactive consequences may not be imputed to LEXEL JURIDIQUE & FISCAL.
The compensation of the Client with respect to LEXEL JURIDIQUE & FISCAL’s liability shall not be more than twice the amount of provided fees, in compliance with the customs of the profession.

8- CONFIDENTIALITY

LEXEL JURIDIQUE & FISCAL shall respect the confidentiality of information and documents communicated by the Client.
LEXEL JURIDIQUE & FISCAL and the Client expressly agree that all services provided in the framework of the fee proposal shall not, unless prior express agreement, be communicated or divulged to persons other than the employees of the parties duly authorized by the Executive Direction of the Client.

9- CONFLICT OF INTEREST

In the event that the services provided by Lexel Juridique & Fiscal to the Client may prejudice the interests of another Client, LEXEL JURIDIQUE & FISCAL shall have the right to refuse to execute the services requested by the Client.

10- NON RECRUITMENT CLAUSE

The Client shall not recruit any employed consultants of LEXEL JURIDIQUE & FISCAL, unless agreed upon by the Parties.

11- APPLICABLE LAW - JURISDICTION

These General Terms and Conditions and any other fee proposal issued by LEXEL JURIDIQUE & FISCAL shall be governed by the laws of the Republic of Madagascar.
Any difficulty arising from the interpretation or execution of these General Terms and Conditions and/or the fee proposal shall be resolved amicably. If the Parties fail to reach an amicable settlement, the dispute shall be settled by the Tribunal of Antananarivo.

1. Purpose

This charter aims to determine the rules on the collection and processing of data by the Firm Lexel Juridique & Fiscal (hereinafter ʺ the Firm ʺ) among its clients (hereinafter ʺ the Clientsʺ).

The employees of the Firm, its subcontractors and hosts working with the Firm for a specific assignment commit to respect the provisions of this charter and to contribute to their proper application.

2. Confidentiality undertaking

Through the legal and tax consulting activity, the Firm collects and processes confidential and sensitive information related to clients and their activities.

Regarding confidential and sensitive information and except for express authorization from the Clients or requisition by the police, judiciary, tax, social or any other public authorities, as provided in article 3 below, the Firm undertakes to:

- Store and not communicate or disclose to a third party the confidential and sensitive data and prohibit using it for other purposes than those related to the completion of the specific assignment that has been conferred;

- Use the confidential and sensitive data, as well as the employees, subcontractors and hosts or third parties that may know about that data through their activity, only for the needs of the legal and tax assignment entrusted tothe Firm;

- Limit,by all appropriate means, the total or partial spread of the confidential and sensitive data which is used only by the Firm employees directly responsible for the study and the treatment of the matter. The Firm and its responsible employees, whose names are sent to the Clients, undertake to keep the confidentiality of the data.

The Firm prohibits to contact directly or indirectly employees, managers, executives, suppliers or customers of competing companies of the Clients, without the Clients written authorization. The Firm commits to the Clients to address all inquiries and correspondence relating thereto.

The Firm and its employees, subcontractors, hosts, and natural or legal persons forming a group within the Firm to respond to offers, undertake to respect the confidentiality of the data provided.

The Firm implements all necessary measures to preserve the confidentiality of these data.

3. Limitation of the application of the charter

The charter does not apply :

- To the data already available to the public when they are transmitted to the Firm or to the data that would get public except in the cases of non‐compliance by the Firm commitments in the framework of this charter;

- If the data is requested by the police, judiciary, tax, social, or other public authorities in accordance with the legal and regulatory provisions in force.

4. Data collected and processed

The collection of data by the Firm from the Clients is systematically based on the consent of the latter or on a legal obligation.

This collection is restricted to strictly necessary data to the achievement of the Firm’s assignment.

4.1 Data from potential clients

The Firm collects personal data from potential clients who wish to contact the Firm via the online contact form. These data are necessary to respond to the request of the potential clients. The required data are name, surname, e‐mail of the clients, the matter they wish to address and any documents that may enable an understanding of the matter.

4.2 Firm Clients Data

In addition to the data collected in the initial contact mentioned above, the Clients provide the Firm sensitive and confidential data for the purposes of file processing.

4.3 Data from Firm employees

The Firm collects and processes personal data of all its employees. These data are collected for legal or archival purposes only. The Firm commits not to use this information to make decisions regarding the employees based on said information without informing them. Documents prepared by the Firm relating to its employees such as evaluation sheets, payroll forms and business card are kept for good management purposes of the Firm. The persons concerned are informed of the existence of such documents and of their rights relating to these documents.

5. Length and location of data retention

The Firm reserves the right to retain the data collected from the Clients, unless legal obligation or express request otherwise of the Clients, at the end of the relationship between the Firm and the Clients, materialized in the termination of subscription contracts and/or legal secretary contracts.

The data collected from the employees of the Firm are kept according to the legal durations. In case of no legal duration, the Firm reserves the right to keep the data for an indefinite period.

All the data collected, from the Clients and Firm employees, is kept on a secure server dedicated to this purpose within the Firm. Technical and organizational measures could be implemented to ensure the security of the data.

6. Data security

6 .1 Internal Firm Measures

In order to ensure the security of the processed data, the Firm is regularly audited including intrusion tests in the Firm’s computer system.

The Firm trains its employees with good practices in data securityby sending regular documentation.

The Firm commits to the Clients to do their best to ensure the security and confidentiality of the data provided by the latter.

The employees of the Firm should immediately inform the Associates and the IT service of the Firm in case of suspected breach of security or confidentiality.

6.2 Measures relating to subcontractors and hosts and other persons with whom the Firm wishes to work

The Firm chooses its subcontractors and hosts as well as other people with whom the Firm wishes to work, taking into account the ability to guarantee the security of the data.

The Firm regularly ensures that the persons mentioned in the paragraph above are able to ensure permanently that security.

7. Data Processing Manager

The Firm appoints as data manager:

Mr Frédéric RANJATOELY Zone Tana Water Front Ambodivona, Escalier C Antananarivo 101 ‐ Madagascar

frederic.r@lexel.mg

The data manager is responsible for ensuring the correct application of the legal provisions relating to data processing, compliance with this charter and the effectiveness of the rights of data subjects.

The contact details of the data manager are indicated on the website of the Firm and are notified to its employees.

In the event of change of the identity of the data manager, the Firm agrees to inform immediately the Clients in writing.

8. Commitment of Firm employees

The Firm employees agree to act in accordance with this charter and under the current regulations concerning the protection of personal data.

By signing the present charter, the Firm employees certify they have read its content.

Breakfast on 17 November 2017

18 Nov 2017