General Conditions of Use

These General Conditions of Use are concluded between:

The company Methappro , a simplified joint stock company with a share capital of 100 euros, whose registered office is at 57, rue Saint Maur, 75011 PARIS, registered in the Paris Trade and Companies Register under number 885 071 381, on the one hand,

And :

The Producer (who lawfully produces or disposes of Organic Materials) or the Methanizer (who lawfully operates a methanizer and uses Organic Materials for the purpose of recovering them), a legal entity which has a SIREN number and which guarantees that it has the status of professional as defined by French law and case law and acting within the framework of its usual or commercial activity (hereinafter: " User "), on the other hand,

Hereinafter collectively referred to as: the “ Parties ”.

The purpose of this document is to define the terms and conditions (hereinafter " General Conditions of Use " or " GCU ") under which Méthappro makes available to Internet users the Methappro Platform accessible at the following address: www.Methappro.fr (hereinafter: the " Platform " or " Methappro ").

Methappro is the digital platform dedicated to the sale and treatment of organic waste, which connects waste producers (hereinafter: the “ Producers ”) and methanizers (hereinafter: the “ Methanizers ”) who transform this waste into energy.

Méthappro, within the framework of the Platform, ensures all the logistics related to the transactions carried out via the Platform, as purchaser, then reseller, of the Materials initially sold by the Producer and resold to the Methanizer. The Methappro Platform is accessible to Internet users who can find public information there. On the other hand, access to the Methappro Platform Services is reserved for Internet users with an account validated by Méthappro, i.e. Users.

These T&Cs can be viewed and downloaded from the url address www.Methappro.Courtier appro.fr/cgu

1. DEFINITIONS

“ Account ”: means the interface in which all data provided by the User, whether Producer or Methanizer, hosted on the Platform, is grouped. Access to the Account is via the User’s Identifiers.

“ General Conditions of Use ” or “ GCU ”: means these contractual conditions made available on the Platform in order to govern the use of the Platform by any User.

“ Identifiers ”: means the email address and password chosen by the User, whether Producer or Methanizer, necessary for access to their Account on the Platform.

“ Confidential Information ”: means all financial, legal, technical, commercial, strategic information, as well as data, documents of any nature, designs, concepts, manufacturing secrets, know-how, information systems, software, transmitted or brought to the attention of a Party under these T&Cs and the Use of the Platform, regardless of the form and/or media used.

“ Internet User ”: means any anonymous visitor to the Methappro Platform who only has access to public information. The Internet User does not have access to the Services offered on the Platform.

“ Delivery ”: means the transport of Organic Materials to the Methanization Site. The transport of the Materials is generally provided by Méthappro, but it can also be provided by the Producer or the Methanizer.

“ Organic Materials ” or “ Materials ”: means organic materials eligible on the Methappro Platform that can be subject to energy and/or organic recovery. Organic Materials fall under the waste nomenclature defined by the Annex to Commission Decision 2000/532/EC of 3 May 2000 (list of waste) and may, where applicable, also be subject to Health Regulations (EU) No 1069/2009 of the European Parliament and of the Council of 21 October 2009 and No 142/2011 of the Commission of 25 February 2011 implementing Regulation (EC) No 1069/2009 if they constitute an animal by-product (category of ABP). Expressly excluded from the Materials are household waste, healthcare waste, any liquid, pasty, anatomical, infectious, explosive, radioactive, asbestos-containing waste and, in general, all hazardous waste defined by Article R. 541-8 of the Environmental Code.

“ Methanizer ”: means a User, guaranteeing to have professional status, who lawfully operates a methanizer and who uses Organic Materials with the aim of recovering them.

“ Material Offer ” or “ Offer ”: means the advertisement presenting the Material offered by the Producer on the Methappro Platform.

“ Transport Offer ”: means the offer from the Producer or Méthappro which proposes to take charge of the Delivery of Materials sold via the Platform.

“ Valorization Offer ”: means the offer from the Methanizer which provides a service linked to the processing of the Material.

“ Operator ”: means the company Courtier appro ORGANIQUE, administrator of the Methappro Platform.

" Platform " or " Methappro Platform " or " Methappro ": refers to the digital platform for Organic Materials accessible at the address www.Methappro.Courtier appro.fr . The Platform brings together all the web pages, Services and functionalities offered to Users.

“ Producer ”: means a User who guarantees to have professional status, who lawfully produces or disposes of organic materials and who wishes to sell these materials or have them removed from their production site.

" Services ": means the functionalities offered by the Methappro Platform, namely mainly the possibility for the Producer to sell its Organic Materials or to request a service to enhance its Materials, and the possibility for the Methanizer to purchase Materials or to offer a service to enhance the Materials. The Services offered are only accessible to Users.

“ Methanization Site ”: means the site for the treatment and recovery of organic matter by methanization. In accordance with the provisions of Article 5.1. of these T&Cs, each Methanization Site is subject to prior validation by Méthappro.

“ Territory ”: means mainland France (excluding DROM and Corsica).

“ Transaction ”: means the conclusion of a contract for the sale of material or a contract for the provision of services related to the processing or recovery of the Material. It should be noted that a Transaction within the meaning of these T&Cs alternatively implies:

Acceptance of the Offer of a Methanizer by the Producer;
Acceptance of the counter-proposal of a Methanizer by the Producer;
or the fact that at the end of the period provided by the Producer to collect the bids from the Methanizers, the highest bid, higher than the floor price, is validated.

In all these cases, the validation of the Offer or the counter-proposal of the Methanizer then results in the transfer (by sale or purchase) of the Material to Méthappro which then transfers it to a Methanizer (by sale or purchase). The value of the material can be positive (sale) or negative (purchase).

" User ": means any Producer or Methanizer, a legal entity that has a SIREN number and that guarantees that it has the status of a professional as defined by French law and case law. As such, it is expressly provided that the User acts within the framework of its usual or commercial activity. The User benefits from an Account on the Platform, it being specified that its registration is subject to validation by Méthappro.

2. PURPOSE

These General Terms and Conditions, concluded between Méthappro, on the one hand, and the User, on the other hand, aim to establish the contractual provisions relating to the respective rights and obligations of the Parties in the context of the use of the Methappro Platform and all of the Services offered there.

3. ACCEPTANCE AND MODIFICATION OF THE T&Cs

Access to the Platform, its consultation and its use entail unreserved acceptance of these T&Cs.

They may be modified unilaterally, at any time and without notice by Méthappro, in particular to comply with any legal, jurisprudential, editorial and/or technical developments. A notification by email will be sent to all Users at least ten (10) days before the entry into force of the new version of the T&Cs.

It is the responsibility of each User to refer before any use to the latest version of the T&Cs accessible at any time on the Methappro Platform. The User is invited to download these T&Cs, print them and keep a copy.

4. TECHNICAL MEANS

Before using the Methappro Platform, Internet users and Users must ensure that they have the technical and IT resources enabling them to benefit from the Services and content available on the Platform and that their browser allows secure access to Methappro.

They must also ensure that the computer configuration of their hardware/equipment is in good working order and does not contain viruses.

5. USER REGISTRATION

Méthappro reserves the right to refuse access to the Methappro Platform, unilaterally and without prior notification, to any User who does not comply with these T&Cs, or who contravenes the image of the Platform, without it being possible to incur liability in any way whatsoever.

5.1. Procedure for registering the Methanizer User

The Methanizer makes his online registration request (creation of a Methanizer Account), by filling in the mandatory fields (last name, first name, company name, email, telephone number, password). He then accesses his User Account, completes the information relating to his company. He must then create at least one Methanization Site, download the prefectural authorization of his methanization installation and if applicable the health approval of his Methanization Site then submit his Methanization Site for validation with Méthappro.

Méthappro verifies the information filled in by the Methanizer and enters the CED codes (European waste catalogue) and the SPA codes (animal by-product) corresponding to the prefectural authorization and, if applicable, to the health approval provided. The Methanizer User Account is active as soon as its first Methanization Site is validated by Méthappro. It is then authorized to use the Methappro Platform Services.

The Methanizer User can then create as many Methanization Sites as he wishes.

5.2. Producer User Registration Procedure

The Producer User completes his registration request online, by filling in the mandatory fields (last name, first name, company name, email, telephone number, password). He receives an email confirming the creation of an Account with a link allowing him to access his Producer interface at the address Broker appro-organique.izberg-marketplace.com . He must fill in the information relating to his company.

Méthappro verifies the Producer’s information and validates the Producer’s Account. The Producer must create one Producer Account per production site.

6. MANAGEMENT OF USER IDENTIFIERS

Once registered, the User must log in to the Platform and connect with their Identifiers.

The Methanizer User may change his password at any time, via the “ My Account ”, “ Personal information ”, “ Change my password ” tab.

Méthappro undertakes not to communicate its Identifiers. It is the User's responsibility to ensure the confidentiality of his Identifiers. Any connection to a User's Account using his Identifiers will be presumed to have been made by the User himself, who accepts responsibility for it.

Any User who becomes aware of fraudulent use of their Identifiers must inform Méthappro as soon as possible. Their negligence in communicating this alert to Méthappro may be held against them.

Creating an Account requires providing a valid email address.

The User is fully responsible for the accuracy and updating of the data communicated as part of the opening and management of his Account.

7. SERVICES OFFERED ON THE PLATFORM

7.1. Principles of the Platform

Methappro is a digital platform that allows:

to a Producer:

to sell its Material when it has a market value;
to subscribe to the provision of a service for the treatment or recovery of its Material when it has no market value.

to a Methanizer:

to purchase Matter when it has a market value;
to sell a service of processing or recovery of the Material when it has no market value.

In the context of all Transactions concluded through the Platform, Méthappro:

buys the Material from the Producer when it has a market value and then resells it to the Methanizer;
sells to the Producer a service of processing or recovery of the Material when it has no market value.

Méthappro takes care of the contractualization with the Producer, on the one hand, and with the Methanizer, on the other hand, in order to manage the purchase and resale of the Material according to the conditions validated by the Producer and the Methanizer on the Platform.

The transport of the Material is generally provided by Méthappro, which reserves the right to subcontract this service. However, transport can also be provided by the Producer or the Methanizer (who can also entrust transport to a third party).

The management of Logistics and Transport, for the Delivery of the Material to the Methanization Site, is governed by Annex 2 .

7.2. Sale of Materials having a market value

To sell Material, the Producer must first submit his Material Offer for validation by Méthappro.

Within seventy-two (72) hours, Méthappro validates the Material Offer if it is valid and complies with the T&Cs.

Once validated, the Material Offer is published on the Platform, for the duration chosen by the Producer. As soon as it is published, the Material Offer is then automatically sent to the only Methanizers eligible for this Material Offer, with regard to the official documents that they have provided, their administrative approval and their geographical area and/or their catchment area.

When the Material Offer is presented to him, the Methanizer can then bid on the Material.

7.2.1 Auction mechanisms

When it becomes aware of a Material Offer, a Methanizer can:

Accept the offer made by the Producer when the latter creates its Material Offer;
Make a bid at a price lower than that offered by the Producer. In this case, the Methanizer will be notified of any other bid made by another Methanizer eligible for the Producer's Material Offer;
Make a Valuation Offer, which implies that the Producer agrees to subscribe to a Valuation Offer for his Material that he initially wished to sell.

7.2.2 Conclusion of the Transaction

The conclusion of the Transaction within the meaning of this Contract implies alternatively:

Acceptance of the Material Offer by the Methanizer under the conditions initially proposed by the Producer when issuing its Material Offer;
Acceptance of the counter-proposal of a Methanizer by the Producer, at any time during the auction period;
Validation of the highest bid, higher than the floor price at the end of the period provided by the Producer to collect bids from the Methanizers;
Acceptance by the Producer of a Valuation Offer relating to the Material initially put up for sale.

In all these cases, the validation of the Material Offer or the counter-proposal from the Methanizer then results in the validation of the Transaction.

As soon as a Material Offer is accepted, it is then closed and the Users concerned are notified by email.

The sale of the Material will be governed by the General Conditions of Purchase of Méthappro which may be freely negotiated by the Producer, in particular on the basis of its own general conditions of sale.

In any event, the Producer expressly accepts that in all Transactions concluded by the Platform, the Producer sells its Material to Méthappro.

When the Material Offer expires, it is removed from the Methappro Platform and the Producer has 24 hours to indicate to the Platform its acceptance of the best price proposal.

When the Offer closes, Méthappro will send a confirmation by email to the Producer and the Methanizer concerned by the transaction.

7.3. Service of processing or recovery of Material having no market value

To purchase a Material processing/recovery service, the Producer must first submit their Material Offer for validation by Méthappro.

Within seventy-two (72) hours, Méthappro validates the Material Offer if it is valid and complies with the T&Cs.

Once validated, the Material Offer is published on the Platform, for the duration chosen by the Producer. As soon as it is published, the Material Offer is sent only to the Methanizers eligible for this Material Offer, with regard to the official documents that they have provided, their administrative approval and their geographical area and/or their catchment area.

When the Material Offer is presented to it, the Methanizer can:

Agree to carry out the service of processing/recovery of the Material at the price proposed by the Producer;
Make a counter-offer for the treatment/recovery of the Material.

7.3.1. Counter-offer mechanisms

When it becomes aware of a Material Offer, a Methanizer can:

Make a counter-offer for a higher service than that proposed by Methappro;
In the event of a counter-offer, the Methanizer will be notified of any other counter-offer made by another Methanizer eligible for the Material Offer.

7.3.2. Conclusion of the Transaction

The conclusion of the Transaction within the meaning of this Contract implies alternatively:

Acceptance of the service of processing/recovery of the Material by the Methanizer under the conditions initially proposed by the Producer when requesting the service;
Acceptance of a counter-offer of a Methane Plant by the Producer, at any time during the auction period.
Validation of the counter-offer closest to the conditions desired by the Producer, at the end of the period provided by the Producer to collect counter-offers from the Methanizers.

In all these cases, the validation of the Offer of service or the counter-offer of the Methanizer then results in the validation of the Transaction.

As soon as a Service Offer is accepted, it is then closed and the Methanizers who have bid are notified by email.

The service of processing/recovery of the Material between the Producer and Méthappro will be governed by Méthappro's General Conditions of Purchase which may be freely negotiated by the Producer, in particular on the basis of its own general conditions of sale.

In any event, the Producer expressly accepts that all Transactions concluded by the Platform lead to the purchase of a service by the Producer from Méthappro.

When the Service Offer expires, it is removed from the Methappro Platform and the Producer has 24 hours to indicate to the Platform its acceptance of the best price proposal. Beyond 24 hours without acceptance, the best proposal is not retained and the Offer is removed from the Platform.

When the Offer with transaction is closed, the Methappro Platform sends an email to the Producer and the Methanizer concerned by the transaction in order to confirm it.

7.4. Logistics and Delivery

Once the Transaction is concluded, the Material must be taken charge of in order to be transported to the relevant Methanization Site. The management of Logistics and Transport, for the Delivery of the Material to the Methanization Site, is governed by Appendix 2.

The transport of the Material is generally provided by Méthappro or by a Méthappro service provider. But the transport can also be provided by the Producer or the Methanizer (or the transport service providers of the Producer or the Methanizer).

This decision is taken before the publication of the Material Offer on the Methappro Platform.

The price of the Material Offer displayed on the Methappro Platform upon publication is a price rendered on each eligible Methanization Site.

7.5. Creation of Offers by the Producer

7.5.1. Creation of Material Offers

The Producer can create a Material Offer, through its Producer interface. It is then responsible for the information provided to describe its Material Offer and undertakes to ensure compliance between the information and the proposed Material. It can provide the result of a Material analysis (carried out internally or by a laboratory), which provides guarantees on the quality of the Material.

For each Material Offer created, the Producer must define and provide:

A precise textual description of the said Material, the CED code, and where applicable SPA, plus possibly photos and a result of a Material analysis;
The characteristics of the Material (methanogenic power, dry matter content, etc.);
A start date and an end date for making said Material available;
A total quantity expressed in tonnes;
A Delivery frequency (daily, biweekly, bimonthly, weekly or monthly)
A type of transaction namely:

a sale if he considers that said Material has a market value;
a purchase of a service if it considers that said Material has no market value;

A price in euro/tonne for the sale or purchase of service;
A duration of validity of its Offer (eg: 1 day, 5 days, 15 days or 60 days);
A type of transport;
The Producer, when publishing its Material Offer, will endeavour to respect as best as possible the total quantities and Delivery schedules mentioned in its offer. However, in the event of a slight deviation linked in particular to production hazards, Méthappro undertakes to seek and propose alternative solutions.

In any event, the total amount of the final purchase by the Methanizer will be based on the quantity actually delivered.

7.5.2. Creation of Transport Offers

The Producer may, if desired, create its own Transport Offers on the Methappro Platform, in order to use them to deliver its Materials to the Methanizers. It may decide for each Material Offer proposed on the Methappro Platform to use its own Transport Offer or that of Methappro. It is specified that even if the Producer delivers the Material sold, the Delivery occurs after transfer of the Material to Methappro.

The producer must ask Méthappro to support him in the creation of his own Transport Offers.

For each Transport Offer created, the Producer must define and provide:

A type of truck;
The postal code of its production site (department of departure);
The Delivery department or a kilometer radius;
A price per transport or a price per kilometer;
An end date for the validity of the offer.

The Producer must provide Methappro with the data enabling the integration of Transport Offers on the Methappro Platform.

In any event, the Transport of Materials ordered on the Platform is governed by Appendix 2 of these T&Cs.

7.6. Presentation of offers to Methanizers

The Methanizers eligible for the treatment and/or recovery of the Material are selected on the basis of health and environmental regulatory criteria (prefectural authorization and health approval), in order to guarantee Producers treatment/recovery solutions that comply with the regulations.

When the Producer does not carry out the Transport of the material itself, the Methappro Platform searches for the best Transport Offer for each of the selected Methanizers, based on logistical criteria, the location of the Producer's site and the Methanization Site as well as the intrinsic characteristics of said Material.

Each Methanizer, eligible for the processing of Material, and for which there is a suitable Transport Offer, will be notified by email of the presence of a new Material offer concerning it, on the Methappro Platform.

The Material Offer is displayed on the Methappro Platform with the following information:

A textual description of the Material, the CED code, and if applicable SPA, plus possibly photos and a Material analysis result;
A start date and an end date for making the Material available;
A total quantity expressed in tonnes;
A Delivery frequency;
A type of transaction, namely a sale of Material when it has a market value or a provision of services to enhance the value of Material without market value;
A price in euro / tonne including the transport of said Material between the Producer’s site and the Methanization Site. The price is personalized for each Methanizer;
The time remaining before the Offer expires;
A description of the type of transport.

8. ROLE OF Methappro

8.1. General provisions

Méthappro's mission is to support Producers and Methanizers in the use of the Platform and to help, by this means, (i) Producers to find solutions for the treatment/recovery of their Material; (ii) Methanizers to purchase Materials or sell treatment services.

To this end, Méthappro first examines the registration of each Producer and Methanizer User, then the content and consistency of the Material Offers created by the Producer.

The time required to analyze and verify a Material Offer is seventy-two (72) working hours. Méthappro reserves the right to refuse the publication of a Material Offer that does not meet the characteristics defined by these T&Cs.

Once the transaction has been validated, the logistics of the operation are organized under the conditions of these T&Cs and its Appendix 2.

No financial flow passes through the Platform. Only the formalization of the Transaction is carried out there. Méthappro's financial services will be responsible for carrying out the legal and accounting formalities attached to the Transaction with the Users.

Méthappro takes care of prior declarations to the departmental prefects in order to act as an intermediary between the Producer and the Methanizer with a view to the sale or processing of the Material.

8.2. Loyalty, clarity and transparency

Méthappro acts in a neutral, clear and transparent manner, it being specified that Courtier appro ORGANIQUE is a company of the Courtier appro group, as are some of the Producers referenced on the Platform.

In accordance with Article 242 bis of the General Tax Code, Methappro is required to communicate to the parties during each transaction, fair, clear and transparent information on the tax and social obligations incumbent on persons who carry out transactions via the Methappro Platform.

The information to be provided relates to the tax regimes and social regulations applicable to the receipts and income derived from these transactions. They also relate to the reporting and payment obligations to the tax authorities and social security contribution collection bodies resulting from the transaction and to the penalties incurred in the event of failure to comply with these obligations (Article 23 L sexies of Annex IV to the CGI)

Methappro:

Will send to Users electronically, in January of each year, a summary statement of all transactions carried out through the Platform during the previous calendar year (paragraph 2° of article 242 bis of the CGI). In addition to the total gross amount and the number of transactions, the information that must appear on this document is provided for in articles 23 L septies et seq. of appendix IV to the CGI.
Will provide all Users during each transaction with information that is as precise as possible on their social and tax obligations in the context of the sale of Materials via the Platform, in particular that their income generated through the Platform is likely to be subject to tax and social obligations, with hypertext links to the sites of the administrations concerned (paragraph 1° of article 242 bis of the CGI cf. Appendix 1: Information on civil and tax obligations);
Will send electronically to the tax authorities, no later than January 31 of each year, a document summarizing all the information provided in the summary statements sent to Users of the platform, with an additional indication of the amount of transactions subject to VAT in France (paragraph 3° of article 242 bis of the CGI).

Finally, the User is informed that Méthappro does not favor any Producer by presenting its Material Offers as a priority unless the Producer asks Méthappro for constraints (geographical or technical).

Thus, the Materials are presented according to the following criteria:

The specifications of the Material Offer (CED code, SPA, etc.);
Administrative approvals for Methane Processors;
The geographical area of the Producer and the Methanizer Sites;
Catchment areas.

9. PRICES: DISPLAYED PRICES AND COMMISSIONS OF Méthappro

9.1. The Material has a market value

When the Material proposed by the Producer has a market value ("positive price"), Méthappro invoices the Methanizer a fixed cost of 5 euros excluding tax per tonne of Material to which is added a commission of 10% of the amount excluding tax of the total Transaction (including transport).

9.2. The Material has no market value.

When the Material proposed by the Producer has no market value, and the Producer wants a service to process its Material ("negative price"), Méthappro will invoice the Producer a fixed cost of 5 euros excluding tax per tonne of Material processed.

9.3. Terms and Conditions

The price of the Material Offers displayed on the Methappro Platform includes:

The sale price of the Material by the Producer (9.1) or the price of the service for processing the Material (9.2.) by the Methanizer;
The cost of transportation;
The commission due to Méthappro.

In the event that a Material Offer proposed on the Platform does not result in a Transaction, no commission will be collected by Méthappro.

Also, for the same Material Offer, the price announced to each Methanizer will be conditioned by its location, which influences the cost of transporting the Material. The invoices produced by Méthappro will include the details of these costs.

10. OBLIGATIONS

10.1. Use of the Platform

Users guarantee that they only use the Methappro Platform for their professional use, in accordance with these T&Cs.

Users undertake to provide accurate and complete information.

Users agree to refrain from:

to use the Methappro Platform in any illegal manner, for any illegal purpose or in any manner incompatible with these T&Cs;
to use the Methappro Platform for the distribution, hosting, processing, propagation, storage or management of abusive, defamatory, harassing, libelous, obscene, pornographic or threatening materials, or any false or misleading materials, or materials that invade the privacy of others;
to sell, copy, reproduce, rent, lend, distribute, transfer or sublicense all or part of the content appearing on the Platform or allow any third party to use or have access to Methappro for any purpose or to decompile, reverse engineer, disassemble, modify, display in a form readable by the User, attempt to discover any source code or use any software activating or comprising any part of the Platform;
impersonate any other person or entity, or falsely state or otherwise misrepresent their affiliation with a person or entity;
to collect any personal data of other Users of the Platform for any purposes;
to attempt to gain unauthorized access to the Platform's computer system or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Platform;
to use the Methappro Platform for abusive purposes by deliberately introducing viruses or any other malicious program and to attempt to gain unauthorized access to the Platform;
to denigrate the Methappro Platform as well as Methappro on social networks or any other means of communication.

If, for any reason, Méthappro considers that Users do not comply with these T&Cs, Méthappro may at any time suspend access to the Platform or terminate these T&Cs under the conditions described in these T&Cs.

10.2. Obligations of Producers

Any Producer using the Platform undertakes to comply with these T&Cs as well as any Annexes that may be applicable depending on the choices made during the order.

Any Producer using the Methappro Platform undertakes not to carry out acts of unfair competition that are detrimental to Methappro. Failing this, Methappro may request the payment of penalties equal to the amount of the orders recorded by the Producer, notwithstanding the payment of damages.

The Producer is responsible for the information that it will provide on the Methappro Platform when creating the Material Offers, including the result of the analysis of the Materials, and their regulatory accuracy. The Producer has the possibility of being assisted by Methappro to provide the information but will remain the publisher of the final content and must therefore assume the associated responsibility, Methappro only acting within the framework of its general obligation to advise.

The Producer undertakes to provide the Material that it has offered on the Methappro Platform according to the conditions that it has itself defined when creating its Material Offer, from the moment the offer is published on the Methappro Platform and where it results in a Transaction.

10.3. Obligations of the Methanizer

The Methanizer undertakes to comply with these T&Cs, during any use of the Methappro Platform, and the Company's T&Cs during any order placed from the Methappro Platform.

The Methanizer is required to create a Methanizer Account in order to use the Methappro Platform Services.

The Methanizer is responsible for the information that it will provide on the Methappro Platform when creating its Methanization Sites and has the obligation to immediately notify Methappro in the event of a change to this information and in particular the legal information (prefectural authorization and health approval). The Methanizer has the possibility of being assisted by Methappro to provide its information but remains responsible for it.

The Methanizer undertakes to receive the Material, which it has chosen to acquire and/or process in a service provision, according to the conditions of the Material Offer presented on the Methappro Platform.

10.4. Obligations of Méthappro

Méthappro only ensures the consistency of the information provided on the Methappro Platform by the Producer. Méthappro may contact the Producer if necessary to obtain additional information and may modify the Material Offer with the Producer's agreement before publishing the Material Offer on the Methappro Platform.

Méthappro undertakes to:

make every effort to ensure that the Material Offer is put online within a maximum period of 72 hours;
provide assistance in using the Methappro Platform and to use all available means to ensure its proper functioning. A contact form is available on the Methappro Platform to facilitate exchanges;
make available to Users its skills and expertise as a specialist in the organic sector with a view to improving the operational efficiency of Users;
ensure the proper delivery of the Materials, in accordance with the provisions of Appendix 2, except in cases of force majeure or if a User has chosen to use its own transport solution to deliver the Materials itself.

11. RESPONSIBILITY

Méthappro strives to ensure to the best of its ability the accuracy and updating of the information and content distributed on the Platform, which it reserves the right to correct at any time and without notice.

Méthappro's liability is limited to direct damages resulting from a malfunction of the Platform or a violation of the T&Cs.

Méthappro cannot, under any circumstances, be held liable for indirect damages suffered by the User, as defined by the case law of the French courts.

Consequently, Méthappro declines all responsibility for any damage resulting from a fraudulent intrusion by a third party having led to a modification or alteration of the information/content appearing on the Platform or having caused harm to any User; and more generally for any damage, whatever the causes, origins, nature or consequences, caused by anyone's access to the Platform or the impossibility of accessing it.

12. FORCE MAJEURE

Méthappro cannot be held responsible, or considered to have failed in these T&Cs, for any delay or non-performance when the cause of the delay or non-performance is linked to a case of force majeure.

There is force majeure in contractual matters when an event beyond the control of the debtor, which could not reasonably have been foreseen at the time of conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the debtor from performing his obligation.

If the impediment is temporary, the performance of the obligation is suspended unless the resulting delay justifies termination of the contract. If the impediment is permanent, the contract is terminated automatically and the parties are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the Civil Code.

As such, Méthappro cannot be held liable, in particular in the event of a hacker attack, unavailability of materials, supplies, spare parts, personal or other equipment; and interruption, suspension, reduction or disruption of electricity or other or any interruptions to electronic communications networks, as well as in the event of the occurrence of any circumstance or event beyond the control of Méthappro occurring after the conclusion of the T&Cs and preventing execution under normal conditions.

It is specified that, in such a situation, the User cannot claim the payment of any compensation and cannot take any action against Méthappro. In the event of the occurrence of one of the above-mentioned events, Méthappro will endeavour to inform the User as soon as possible.

13. Suspension and termination assumptions

13.1. Suspension

In the event of a violation of these provisions or of the laws and regulations in force, as well as a lack of cooperation and/or disloyalty, if there is an urgent need to put an end to the actions observed, Méthappro may automatically suspend the referencing of the Material Offers and more generally access to the Services for the Users concerned, without compensation and without prior notice.

This decision is brought to the attention of the User by email, as well as by registered letter with acknowledgment of receipt.

Méthappro may take the User Account offline so that the Producer or the Methanizer can correct the identified breaches within seven (7) days from receipt of the registered letter with acknowledgment of receipt. At the end of this period, if the User has not corrected the various breaches, Méthappro may terminate the T&Cs and thus delete the User Account.

Méthappro may suspend the referencing of the Producer's Material Offers when the rate of complaints from the Methanizers is greater than 5% over the last forty (40) days.

13.2. Termination

The T&Cs are concluded intuitu personae , in consideration of the qualities of the User and the existing relations between Méthappro and the User. Consequently, Méthappro may terminate the T&Cs by operation of law in the event of a takeover of the User by a third party or the transfer of the User's business to a third party.

Termination without cause

Any User has the possibility of asking Méthappro to terminate their registration on the Platform without any particular reason and without notice.

The Producer no longer wishing its Material Offers to be referenced on the Platform must send a registered letter with acknowledgment of receipt to the address of the head office of Méthappro.

Méthappro also has the possibility of terminating the User's registration with one (1) month's notice from the sending to the User of a registered letter with acknowledgment of receipt informing of the termination.

Termination for inactivity

In the event of inactivity by the Producer who benefits from the Services, i.e. an absence of transactions carried out over a period of six (6) months from the last transaction, Méthappro reserves the right to suspend and/or cease referencing the Producer's Material Offers upon simple notification.

Termination for fault

In the event of a serious breach by one Party of at least one of its obligations under these General Terms and Conditions, these General Terms and Conditions may be terminated by the other Party. It is expressly agreed that this termination will take place automatically, fifteen (15) days after sending a formal notice to perform, which has remained without effect. The formal notice, which must imperatively indicate the grievances alleged and the obligations for which non-compliance is alleged, will be notified by registered letter with acknowledgment of receipt.

13.3. Consequences of termination – Reversibility

Termination automatically results in the delisting of the Producer's Material Offers, the termination of access to the Services as well as the cancellation of all Services offered to the User.

In any event, termination of access to the Services may only occur after complete settlement of the last Transaction in progress. It is finally specified that Méthappro will then reserve the right to refer to the Producer, any claim initiated by a Méthaniseur concerning one of its past Transactions, and will retain the possibility of communicating with the Producer for an additional period of two (2) months from receipt of the termination letter.

In the event of termination of the contractual relationship, whatever the cause, Méthappro undertakes to return all of the User's account data within thirty (30) days. However, it is specified that if the User has not expressed his or her desire to obtain this restitution within two (2) months following the end of the T&Cs, Méthappro will have the option of destroying these data, files and documents.

Unless termination is attributable to a fault by Méthappro, in the event of termination of the T&Cs, all sums owed by the User to Méthappro are immediately payable.

In the event of termination due to fault on the part of the User, the latter may only submit a new registration request on the Platform after having provided satisfactory solutions and commitments to Méthappro not to repeat the incident.

The Intellectual Property, Liability, and Data Protection articles will remain in force in the event of termination of these terms and conditions and for an additional period of five (5) years unless expressly stipulated or otherwise provided by law or regulation.

14. INTELLECTUAL PROPERTY

14.1. General Provisions

Méthappro grants the User a simple license to use the Platform, for the entire duration of this Agreement and throughout the world. This license is non-exclusive and non-transferable. Any other use of the Platform and its content is excluded from the scope of this license and may not be carried out without the express prior authorization of Méthappro.

By accessing the Platform, Users expressly acknowledge that the Website, the attached code(s), the corresponding software solutions and its contents, works, images, photographs, graphics, drawings, illustrations, layouts, logos, texts and other contents are the exclusive property of Méthappro or of a third party from whom it has obtained exclusive consent. All of these elements are protected by the Intellectual Property Code as well as by applicable international treaties and agreements relating to the protection of intellectual property rights.

Any reproduction is expressly prohibited, as is any representation, adaptation, exploitation, distribution, broadcast, commercial use, translation, arrangement, transformation or any creation of derivative works of all or part of the works and contents or any other element or information appearing on the Platform, on any medium whatsoever and by any process whatsoever, current or future.

Méthappro also expressly prohibits:

The extraction, by permanent or temporary transfer of all or a qualitatively or quantitatively substantial part of the content of the databases attached to the Platform to another medium, by any means and in any form whatsoever;
The repeated and systematic extraction or reuse of qualitatively or quantitatively insubstantial parts of the content of the Platform database;
The reuse, by making available to the public all or a qualitatively or quantitatively substantial part of the content of one of the databases attached to the Platform, whatever the form.

These actions are likely to constitute acts of counterfeiting punishable by criminal and civil law, engaging the liability of their author.

14.2. Méthappro brand

The Methappro® brand is a French trademark registered with the National Institute of Industrial Property by Methappro. Any representation and/or reproduction and/or partial or total exploitation of the brands, of any nature whatsoever, is totally prohibited and constitutes an act of counterfeiting likely to lead to criminal and civil action against its author.

15. USE OF HYPERTEXT LINKS

Hypertext links established on the Methappro Platform towards other Internet sites cannot engage the responsibility of Methappro.

Méthappro cannot be held responsible for hyperlinks that could direct Users to the Platform and any use or implementation of such a hyperlink without its authorization is prohibited and may incur the liability of its author.

16. DATA PROTECTION

Personal data and their processing are subject to the provisions of the Data Protection Act of 6 January 1978 and the European General Data Protection Regulation (hereinafter: "GDPR"). Méthappro has made all declarations incumbent upon it and more generally complies with the Data Protection Regulation. Méthappro has a Data Protection Officer (CIL) who keeps a register of processing operations including processing operations implemented via the Platform. Méthappro undertakes to take security measures intended to ensure the security and integrity of the personal data that it is required to process via the Platform, whether as data controller, joint controller or subcontractor.

The recipients of the data are Méthappro and any subcontractors for the execution of the Service.

In accordance with the provisions of Articles 39 and 40 of the Data Protection Act, and the provisions of Articles 15, 16 and 17 of the GDPR, the User has the right to access, rectify, update, port and delete information concerning him/her, which he/she may exercise by contacting Méthappro:

Either via various forms and functionalities present on our site www.Methappro.Courtier appro.fr , in particular via the contact form.
Either by email, to operator@Methappro.Courtier appro.fr
Either by mail, to the following address:

RV supply broker FRANCE – Digital & e-Business Department

CB21 Tower – 16, place de l’iris - 92040 Paris La Défense cedex

In accordance with the provisions of Article 38 of the Data Protection Act and the provisions of Article 21 of the GDPR, the User may also, for legitimate reasons, object to the processing of data concerning him/her, without giving reasons and without costs.

For further information concerning Méthappro's policy on the processing of personal data, the User is invited to consult the Confidentiality Policy available at this address: www.Methappro.Courtier appro.fr/politique-de-confidentialite

17. CONFIDENTIALITY

Each Party undertakes to use the Confidential Information communicated by the other Party during the use of the Platform directly or indirectly, in whole or in part, only for the strict execution of these T&Cs.

Any proven disclosure may incur the liability of its author, regardless of the cause of the disclosure.

The confidentiality obligations set forth in this clause shall not apply to all or any part of the Confidential Information to the extent that:

They were legally held by the receiving party prior to their disclosure;
They have been lawfully disclosed to the receiving party by a third party without restriction on disclosure;
They are subject to a legal obligation of disclosure by any competent court, authority or administration.

This confidentiality clause will survive the termination of the Agreement and for an additional period of three (3) years until the Confidential Information becomes public knowledge other than through a breach by the receiving party.

18. MODIFICATION OF THE Methappro PLATFORM

Methappro reserves the right to modify, correct or delete content or temporarily interrupt the Methappro Platform, particularly for maintenance purposes, at any time and without notice.

Methappro also reserves the right to remove and/or delete any data, files and content appearing on the Methappro Platform which would be in violation of the T&Cs, the Legal Notices and any applicable law or regulation.

19. VALIDITY OF THE T&Cs

If any of the provisions of these T&Cs were to be declared null and void with regard to a legislative or regulatory provision in force and/or a court decision having the force of res judicata, it will be deemed unwritten but will in no way affect the validity of the other clauses which will remain fully applicable.

Such modification or decision does not in any way authorize Users to disregard these T&Cs.

20. GENERAL PROVISIONS

The fact that one of the Parties has not required the application of any clause of these T&Cs, whether permanently or temporarily, may not under any circumstances be considered as a waiver of said clause.

In the event of any difficulty of interpretation between any of the headings appearing at the head of the clauses and any of these, the headings shall be declared non-existent.

21. APPLICABLE LAW AND COMPETENT JURISDICTIONS

These T&Cs are governed by French law.

In the absence of an amicable agreement between the Parties, the courts within the jurisdiction of the Paris Court of Appeal shall have sole jurisdiction to hear disputes of any nature or contestations relating to the interpretation or execution of these General Terms and Conditions, notwithstanding multiple defendants, incidental claims or interim relief or third-party claims.

22. CONTACT

If you have any questions or complaints regarding these T&Cs, you can contact Méthappro using the following form: www.Methappro.Courtier appro.fr/contact/new

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ANNEX 1

Users’ obligation to provide information on tax and social matters

In application of 1° of article 242 bis of the CGI, online platform operators are required to inform Users during each transaction of the tax and social obligations incumbent on them in respect of the income generated through the platform.

Businesses that connect people remotely, electronically, for the purpose of selling goods, providing services or exchanging or sharing goods or services are required to provide this information.

Article 23 L sexies of Annex IV to the CGI specifies that the information to be provided relates to the tax regimes and social regulations applicable to the receipts and income derived from these transactions. They also cover the reporting and payment obligations to the tax authorities and social security contribution collection bodies resulting from the transaction and the penalties incurred in the event of failure to comply with these obligations.

The hyperlinks to the websites of the tax administration and Social Security organizations containing this information are as follows [1]:

on www.impots.gouv.fr , concerning tax obligations, following link: https://www.impots.gouv.fr/portail/node/10841
on www.urssaf.fr , concerning social obligations, following link: https://www.urssaf.fr/portail/home/espaces-dedies/activites-relevant-de-leconomie.html

Useful information is gathered in educational sheets reminding you of the rules applicable to the income declaration and the payment of social security contributions. The following sheets are also available at the following addresses:

Revenues generated through the Methappro platform may be taxed and subject to social security contributions. Users of the platform must meet the reporting and payment obligations prescribed by the tax and social security legislation in force, with the tax administration and social security contribution collection bodies, under penalty of sanction.

The explanations below are provided for information purposes only. They do not replace reading the legislative texts, administrative comments and case law. Méthappro insists on the fact that the rules set out above are subject to change (in particular the different thresholds which are reassessed each year) and that each User is solely responsible for their legal obligations.

Furthermore, the tax administration and social security funds are able to supplement this basic information and answer any questions.

Méthappro therefore recommends that all Users contact their tax center, social security fund or specialist advice in case of doubt.

[1] BOI-BIC-DECLA-30-70-40-20-20200221 §10

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ANNEX 2

“Transport Offer” from Méthappro: Contractual conditions

1. Before publication of the Material Offer

The transport of the Material is generally provided by Méthappro, which may entrust all or part of this service to a third party. Transport may also be provided by the User, Producer or Methanizer or even a third-party service provider to whom a User entrusts all or part of the transport.

This decision is taken before the publication of the Material Offer on the Methappro Platform.

The price of the Material Offer which will be displayed on the Methappro Platform upon publication will be a price rendered on each Site of the eligible Methanizers.

1.1. Transport organized by Méthappro

Prior to the publication of the Offer, Methappro calculates a quote for the transport service and includes it in the Methappro Platform.

1.2. Transport organized by the Producer or the Methanizer

Prior to submitting an Offer to Methappro, the Producer or Methanizer provides Methappro with transport quotes, allowing the integration of data on the Methappro Platform. The Producer or Methanizer must define and provide:

The type of truck used to transport the Material;
The postal code of its production site (departure municipality code);
Possible delivery departments (in the catchment area);
The price per truck;
The end date of validity of the Offer.

When publishing the Material Offer on the Methappro Platform, the prices displayed to eligible Methanizers will be calculated from the quotes provided by the Producer or the Methanizer.

2. When the Transaction is concluded

Whatever the nature of the Transaction concluded (sale of Material or service of treatment/recovery of the Material), the handling and transport is ensured by Méthappro, the Producer or the Methanizer (or the transport service provider of one of them), to the Methanizer concerned.

2.1. Transport organized by Méthappro

Méthappro organizes transport operations, either with a service provider (carrier), or with the logistics service of Courtier appro RV France, based on the information of the Transaction made on the Methappro Platform, provided by the Users (Material, loading location, unloading location, logistical and financial elements).

Méthappro contacts the Producer and the Methanizer to validate:

File data – including loading/delivery schedules;
Regulatory administrative documents (protocol, loading, unloading, etc.);
The technical means to be implemented (type of truck, loading and unloading plans, etc.)

Méthappro establishes contracts between the Producer and the Methanizer (sale or provision of services), and, in the case of transport by a third party, the Carrier (purchase of service).

The responsibility for transport operations with respect to the Producer and the Methanizer lies with Méthappro, until the time of unloading of the Material on the Methanization Site. Once the Material has been unloaded, the responsibility lies with the Methanizer.

2.2. Transport organized by the User

Methappro gathers the information necessary to organize the transport, based on the information of the Transaction made on the Methappro Platform, provided by the Users (Material, loading location, unloading location, logistical and financial elements).

With this information, the Producer and the Methanizer must then validate:

File data – including loading/delivery schedules;
Regulatory administrative documents (protocol, loading, unloading, etc.);
The technical means to be implemented (type of truck, loading and unloading plans, etc.)

The User is responsible for the transport operation: for the service provider he has chosen as well as for the Material transported, from loading the Material at the Producer until the time of unloading at the Methanization Site.

3. Regulations

The Producer is responsible for his Material until its final processing. He must have regulatory administrative documents and a waste register.

When transporting Materials, the following documents must be sent to the Carriers (whether the transport is provided by a User or by Méthappro):

Waste: tracking slip (BSDI). (CERFA document)
Animal by-products (ABP): commercial accompanying document (CAC), from the point of departure to the Methane Plant (health rules applicable in terms of traceability).

All these duly completed documents must be signed by the Producer and the Methanizer. A copy of the duly completed administrative documents must be left with each party involved in the Transaction (Producer, Methanizer, Transporter and Operator).

When transporting the Material, the Carrier must have a duly completed consignment note, which it must send to the Producer, the Methanizer and Méthappro.

The Methappro Platform offers a service to the Producer and the Methanizer to advise them on the administrative documents to have during a Material Transaction and during its transport.