LPP INC. HOLDING
TERMS AND CONDITIONS OF BUSINESS

Table of Contents

• I. Definitions and Interpretation (Clauses 1-37)
• II. Engagement Terms (Clauses 38-129)
• III. Fees and Payment (Clauses 130-187)
• IV. Client Obligations (Clauses 188-256)
• V. Intellectual Property (Clauses 257-324)
• VI. Confidentiality (Clauses 325-412)
• VII. Liability Limitations (Clauses 413-567)
• VIII. Termination (Clauses 568-645)
• IX. Dispute Resolution (Clauses 646-723)
• X. Data Protection (Clauses 724-801)
• XI. Cookie Policy (Clauses 802-879)
• XII. General Provisions (Clauses 880-999)

I. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

• "Business Day" means any day other than a Saturday, Sunday or public holiday in France when banks in Paris are open for business;
• "Confidential Information" means all information disclosed by one party to the other pursuant to these Terms which is marked as confidential or which ought reasonably to be considered confidential;

1.37 References to "writing" or "written" include faxes and email but expressly exclude SMS, instant messaging, or any form of electronic communication not producing a permanent record.

II. Engagement Terms

38.1 Our services as business registration and corporate advisory consultants ("Services") shall be provided subject to these Terms.

Scope of Services

38.2 The exact nature of the Services shall be as set out in our Engagement Letter which forms an integral part of these Terms.

Exclusions

38.15 Unless expressly agreed in writing, our Services do not include:

• Legal representation before courts or tribunals;
• Accounting or audit services;
• Tax advice requiring specialist certification;

III. Fees and Payment

130.1 Our fees are calculated based on:

• The complexity of the matter;
• The seniority of personnel required;
• The urgency of the work;

Payment Terms

130.15 All invoices are payable within 14 days of issue. Late payments shall incur interest at the rate of 8% per annum above the ECB base rate.

IV. Client Obligations

188.1 You agree to:

• Provide complete and accurate information in a timely manner;
• Obtain all necessary internal approvals;
• Comply with all applicable laws and regulations;

V. Intellectual Property

257.1 All reports, documents, and materials prepared by us ("Deliverables") remain our intellectual property until full payment is received.

257.2 Upon full payment, we grant you a non-exclusive, non-transferable license to use the Deliverables for your internal business purposes only.

VI. Confidentiality

325.1 Both parties agree to keep confidential all Confidential Information received from the other party.

325.2 This obligation shall survive termination of our engagement by 5 years.

VII. Liability Limitations

413.1 Our total liability to you in contract, tort (including negligence) or otherwise shall be limited to the fees paid by you for the specific Service giving rise to the claim.

413.2 We exclude all liability for:

• Consequential losses;
• Lost profits;
• Third party claims;

VIII. Termination

568.1 Either party may terminate the engagement by giving 30 days written notice.

568.2 We may terminate immediately if you:

• Fail to pay our fees;
• Provide false information;
• Act contrary to our advice in a material way;

IX. Dispute Resolution

646.1 Any disputes shall first be referred to our respective senior management for good faith negotiations.

646.2 If unresolved after 30 days, disputes shall be referred to binding arbitration before ArbitrateurDeJustice in Paris under its Commercial Arbitration Rules.

X. Data Protection

724.1 We will process personal data in accordance with GDPR and French data protection laws.

724.2 Our Privacy Policy (available upon request) details our data processing activities.

XI. Cookie Policy

802.1 Our website uses cookies to:

• Ensure proper functionality;
• Analyze website traffic;
• Personalize content;

Types of Cookies Used

Cookie Name	Purpose	Duration
session_id	Maintain user session	Session

Cookie Management

802.45 You may manage cookies through your browser settings. However, disabling essential cookies may impair website functionality.

XII. General Provisions

880.1 These Terms constitute the entire agreement between us.

880.2 No variation shall be effective unless in writing and signed by both parties.

880.3 These Terms shall be governed by French law.